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                                                                  Exhibit 10.45

                                 RESTATED BYLAWS

                                       OF

                               BIRCH TELECOM, INC.

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE. All meetings of the stockholders shall be held at
such place within or without the State of Delaware as may be designated from
time to time by the Board of Directors, but if the Board of Directors fails to
designate a place for such meeting, then the meeting shall be held at the
principal office of the Corporation.

         SECTION 2. ANNUAL MEETING. Annual meetings of the stockholders shall be
held on the second Thursday in April if not a legal holiday, and if a legal
holiday, then on the next business day following, at 10:00 a.m., or at such
other date and time as shall be designated by the Board of Directors or
President and stated in the notice of the meeting, at which they shall elect by
a plurality vote (except as otherwise provided in the Certificate of
Incorporation) the Board of Directors, and transact such other business as may
properly be brought before the meeting.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, the
President or the Secretary and shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

         SECTION 4. NOTICE OF STOCKHOLDERS MEETINGS, ANNUAL OR SPECIAL. Written
notice of each meeting of the stockholders stating the place, date and hour of
such meeting, and, in the case of a special meeting, the purpose or purposes of
such meeting, shall be given either personally or by mail to each stockholder of
record entitled to vote at such meeting, not less than ten (10) nor more than
sixty (60) days before the date of the meeting. If mailed, notice is given when
deposited in the Unites States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation. When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         SECTION 5. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote at any meeting, present in person or
represented by proxy, shall constitute a quorum

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at a meeting of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote at any meeting, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         SECTION 6. REQUIRED VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting other than the election of directors, unless the question is one upon
which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.

         SECTION 7. VOTING RIGHTS. Except as otherwise provided by statute or by
the Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after three (3) years from its date, unless the proxy provides
for a longer period. Any such proxy must be filed with the Secretary of the
Corporation or his reresentative at or before the time of the meeting.

         SECTION 8. ACTION BY CONSENT. Any action that may be taken by the
stockholders of the Corporation at an annual or special meeting may instead be
taken by written consent of the stockholders to the extent provided under the
Delaware General Corporation Law.

                                   ARTICLE II

                                VOTING PROCEDURES

         SECTION 1. LIST OF VOTERS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

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         SECTION 2.  RECORD DATE.

                  (a) In order that the Corporation may determine the
         stockholders entitled to notice of or to vote at any meeting of
         stockholders or any adjournment thereof, the Board of Directors may fix
         a record date, which record date shall not precede the date upon which
         the resolution fixing the record date is adopted by the Board of
         Directors, and which record date shall not be more than sixty (60) nor
         less than ten (10) days before the date of such meeting. If no record
         date is fixed by the Board of Directors, the record date for
         determining stockholders entitled to notice of or to vote at a meeting
         of stockholders shall be at the close of business on the day next
         preceding the day on which notice is given, or, if notice is waived, at
         the close of business on the day next preceding the day on which the
         meeting is held. A determination of stockholders of record entitled to
         notice of or to vote at a meeting of stockholders shall apply to any
         adjournment of the meeting except that the Board of Directors may fix a
         new record date for the adjourned meeting.

                  (b) In order that the Corporation may determine the
         stockholders entitled to consent to corporate action in writing without
         a meeting, the Board of Directors may fix a record date which record
         date shall not precede the date upon which the resolution fixing the
         record date is adopted by the Board of Directors, and which date shall
         not be more than ten (10) days after the date upon which the resolution
         fixing the record date is adopted by the Board of Directors. If no
         record date has been fixed by the Board of Directors, the record date
         for determining stockholders entitled to consent to corporate action in
         writing without a meeting, when no prior action by the Board of
         Directors is required by statute, shall be the first date on which a
         signed written consent setting forth the action taken or proposed to be
         taken is delivered to the Corporation by delivery to its registered
         office, its principal place of business, or an officer or agent of the
         Corporation having custody of the book in which proceedings of meetings
         of stockholders are recorded. Delivery made to the Corporation's
         registered office shall be by hand or by certified or registered mail,
         return receipt requested. If no record date has been fixed by the Board
         of Directors and prior action by the Board of Directors is required by
         law, the record date for determining stockholders entitled to consent
         to corporate action in writing without a meeting shall be at the close
         of business on the day on which the Board of Directors adopts the
         resolution taking such prior action.

                  (c) In order that the Corporation may determine the
         stockholders entitled to receive payment of any dividend or other
         distribution or allotment of any rights or the stockholders
         entitled to exercise any rights in respect of any change, conversion
         or exchange of stock, or for the purpose of any other lawful action,
         the Board of Directors may fix a record date, which record date shall
         not precede the date upon which the resolution fixing the record date
         is adopted, and which record date shall be not more than sixty (60)
         days prior to such action. If no record date is fixed, the record date
         for determining stockholders for any such purpose shall be at the
         close of business on the day on which the Board of Directors adopts
         the resolution relating thereto.


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                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. MANAGEMENT AND NUMBER. The property, business and affairs of
the Corporation shall be controlled and managed by or under the direction of a
Board of Directors. The number of directors to constitute the Board of Directors
shall be eleven (11).

         SECTION 2. ELECTION. At each annual meeting of the stockholders, the
stockholders entitled to vote at the meeting shall elect the directors in
accordance with the Certificate of Incorporation to hold office until the next
annual meeting of stockholders, or until their successors are elected and
qualified, or until their earlier resignation or removal.

         SECTION 3. VACANCIES. Except as otherwise provided by the Certificate
of Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by the Certificate of
Incorporation. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         SECTION 4. FIRST MEETING OF THE BOARD OF DIRECTORS. The first meeting
of each newly elected Board of Directors shall be held at such time and place as
shall be fixed by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present. In
the event of the failure of the stockholders to fix the time or place of such
first meeting of the newly elected Board of Directors, or in the event such
meeting is not held at the time and place so fixed by the stockholders, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors, or
as shall be specified in a written waiver signed by all of the directors.

         SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors, but shall be held not less than
quarterly.

         SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board, the President or a
majority of the Board of Directors. The

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person or persons authorized to call special meetings of the Board of Directors
may fix the place and time of the meetings.

         SECTION 7. QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business
and 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, except as may otherwise
be specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present at the meeting may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

         SECTION 8. ACTION BY CONSENT. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.

         SECTION 9. MEETING BY CONFERENCE CALL. Unless otherwise restricted by
the Certificate of Incorporation, members of the Board of Directors or of any
committee thereof, may participate in a meeting of the Board of Directors or
committee 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 by use of such equipment shall constitute
presence in person at such meeting.

         SECTION 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the Bylaws of the Corporation; and, unless a resolution
of the Board of Directors or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to

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Section 253 of the Delaware General Corporation Law. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

         SECTION 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

         SECTION 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation, the Board of Directors shall have the
authority to fix the compensation of directors. The directors shall be paid
their reasonable expenses (including traveling expenses), if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors and a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

         SECTION 1.  NOTICE.

         (a) STOCKHOLDERS. Whenever, under the provisions of any statute or
         of the Certificate of Incorporation or of these Bylaws, notice is
         required to be given to any stockholder, such notice may be given in
         writing, by mail, addressed to such stockholder at his address as it
         appears on the records of the Corporation. If mailed, such notice shall
         be deemed adequately delivered when deposited in the United States
         mails so addressed, with postage thereon prepaid, at least five days
         before such meeting.

         (b) DIRECTORS. Notice of any special meeting of directors shall be
         given to each director at his business or residence in writing or by
         telegram or by telephone communication. If mailed, such notice shall be
         deemed adequately delivered when deposited in the United States mails
         so addressed, with postage thereon prepaid, at least five days before
         such meeting. If by telegram, such notice shall be deemed adequately
         delivered when the telegram is delivered to the telegraph company at
         least twenty-four hours before such meeting. If by facsimile
         transmission, such notice shall be transmitted at least twenty-four
         hours before such meeting. If by telephone, the notice shall be given
         at least twelve hours prior to the time set for the meeting. Neither
         the business to be transacted at, nor the purpose of, any regular or
         special meeting of the Board of Directors need be specified in the
         notice of such meeting, except for amendments to these Bylaws as
         provided under Section 1 of Article VIII hereof. A meeting may be held
         at any time without notice if all the directors are present (except as
         otherwise provided by law) or if those not present waive notice of the
         meeting in writing, either before or after such meeting.

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         SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of any statute or of the Certificate of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

         SECTION 1. OFFICERS. The officers of the Corporation shall be elected
by the Board of Directors and shall be a President and a Secretary and such
other officers as the Board of Directors may from time to time elect. If the
Board of Directors elects more than one Vice President, the Board of Directors,
in its discretion, may designate seniority levels among some or all of the Vice
Presidents. Any number of offices may be held by the same person, unless the
Certificate of Incorporation otherwise provides.

         SECTION 2. ELECTION AND TERM. The officers of the Corporation shall be
elected at the annual meeting of the Board of Directors and shall hold office
until their successors are elected and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

         SECTION 3. COMPENSATION OF OFFICERS. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors. If the
Corporation makes any payments to an officer for compensation, interest, rent,
expense reimbursements or any similar purpose, and if such payments are
disallowed as deductible expenses of the Corporation for Federal income tax
purposes or are treated as dividends or constructive dividends, then such
officer shall reimburse to the Corporation to the full extent of such
disallowance or treatment and the Board of Directors shall enforce such
reimbursement.

                                   ARTICLE VI

                               DUTIES OF OFFICERS

         SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board (if one
shall be elected by the Board of Directors) shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors. He shall perform all
the duties incident to the office of Chairman of the Board and such other duties
as the Board of Directors may from time to time determine or as may be
prescribed by these Bylaws, provided, however, that such duties shall not
supersede the duties of the President.

         SECTION 2. PRESIDENT. The President shall be the chief executive and
administrative officer of the Corporation, shall have general supervision of the
business and finances of the Corporation, shall see that all orders and
resolutions of the Board of Directors are carried into effect and shall, in

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the absence of the Chairman of the Board, preside at all meetings of the
stockholders and directors subject, however, to the right of the directors to
delegate any specific powers to any other officer or officers of the Corporation
except such as may be by statute exclusively conferred upon the President. He
shall have the power to appoint, determine the duties and fix the compensation
of such agents and employees as in his judgment may be necessary or proper for
the transaction of the business of the Corporation, except that (i) the
President shall not exercise such powers of and to the extent they are limited
or restricted by, or are exercised by, the Board of Directors, and (ii) the
Board of Directors shall have exclusive power to elect and remove the officers
of the Corporation. In general, he shall perform all duties incident to the
office of President and such other duties as may from time to time be assigned
to him by the Board of Directors.

         SECTION 3. VICE PRESIDENTS. The Vice Presidents (if any are elected by
the Board of Directors) shall perform such duties as shall be assigned to them
and shall exercise such powers as may be granted to them by the Board of
Directors or by the President of the Corporation. In the absence of the
President and the Chairman of the Board, the Vice President (or, if the Board of
Directors has designated seniority levels among some or all of the Vice
Presidents, the available Vice President with the highest level of seniority)
may perform the duties and exercise the powers of the President with the same
force and effect as if performed or exercised by the President.

         SECTION 4. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall have
custody of the corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

         SECTION 5. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

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         SECTION 6. OTHER OFFICERS. Any other officers elected by the Board of
Directors shall perform such duties, exercise such powers, and have such
authority as the Board of Directors may prescribe.

                                   ARTICLE VII

                              CERTIFICATES OF STOCK

         SECTION 1. STOCK CERTIFICATES. The shares of the Corporation may (but
need not) be represented by certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by the Chairman of the Board of Directors, or the President
or a Vice President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

         SECTION 3. TRANSFERS OF STOCK; CONVERSIONS. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, (a) the transfer will be effective at the close of
business on the date of surrender of such certificate, (b) the transferee shall
be the record holder of shares at such time, and (c) it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books as of such date.
Upon surrender to the Corporation of a certificate, note, instrument, or other
evidence of a convertible security, together with a written notice that the
holder of the convertible security elects to convert the same into shares of the
Corporation's capital stock and the total amount of consideration then payable
to the Corporation upon the exercise of the right to convert, (i) the conversion
will be effective at the close of business on the date of such surrender, (ii)
such holder shall be the record holder of the shares issued upon such
conversion, and (iii) it shall be the duty of the Corporation to issue a new
certificate to such holder, cancel the old certificate, note, instrument,

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or other evidence of a convertible security, as the case may be, and record the
transaction upon its books as of such date.

         SECTION 4. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware or the Certificate of Incorporation or the Bylaws of the
Corporation.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         SECTION 1. AMENDMENTS. These Bylaws may be amended, altered, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, provided notice of the proposed change was given in the notice of
the meeting and, in the case of a meeting of the Board of Directors, in a notice
given no less than twenty-four hours prior to the meeting; PROVIDED, HOWEVER,
that, notwithstanding any other provisions of these Bylaws or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of the
stock required by law, the Certificate of Incorporation or these Bylaws, the
affirmative vote of the holders of at least a majority of the voting power of
the then outstanding Voting Stock, voting together as a single class, shall be
required in order for stockholders to alter, amend or repeal any provision of
these Bylaws or to adopt any additional bylaw.

         SECTION 2. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the Corporation's capital stock, subject to the provisions of the
Certificate of Incorporation.

         SECTION 3. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

         SECTION 4. ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

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         SECTION 5. CONTRACTS. Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, any contracts or other instruments
may be executed and delivered in the name and on the behalf of the Corporation
by such officer or officers of the Corporation as the Board of Directors may
from time to time direct. Such authority may be general or confined to specific
instances as the Board may determine. The Chairman of the Board, the President
or any Vice President may execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the Corporation. Subject
to any restrictions imposed by the Board of Directors or the Chairman of the
Board, the President or any Vice President of the Corporation may delegate
contractual powers to others under his jurisdiction, it being understood,
however, that any such delegation of power shall not relieve such office of
responsibility with respect to the exercise of such delegated power.

         SECTION 6. CHECKS AND DEPOSITS. Except as otherwise required by law,
the Certificate of Incorporation or these Bylaws, any checks or demands for
money and notes of the Corporation may be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to time
direct. All funds of the Corporation not otherwise employed may be deposited to
the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may from time to time select. The
Chairman of the Board, the President or any Vice President may sign any checks
or demand for money and notes for or on behalf of the Corporation. Subject to
any restrictions imposed by the Board of Directors or the Chairman of the Board,
the President or any Vice President of the Corporation may delegate signing
powers to others under his jurisdiction, it being understood, however, that any
such delegation of power shall not relieve such office of responsibility with
respect to the exercise of such delegated power.

         SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         SECTION 8. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.



Dated: January 31, 2001

                                                 /s/ Gregory C. Lawhon,
                                                 -----------------------------
                                                 Gregory C. Lawhon, Secretary


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