BYLAWS

                                       OF

                               LAWGIBB GROUP, INC.

                              A Georgia Corporation











                                 As restated on
                                February 14, 2001


<PAGE>


                                   ARTICLE I

                                CORPORATE OFFICES

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

1.2 Principal  Office.  The Corporation may have its principal  office and other
offices at such place or places,  either within or outside the State of Georgia,
as the Board of  Directors  may from time to time appoint or the business of the
Corporation may require or make desirable.


                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

2.1 Place of  Meetings.  All meetings of the  shareholders  shall be held at the
principal  office of the Corporation,  or at such other place,  either within or
outside  the State of  Georgia,  as may be  designated  from time to time by the
Board of Directors.

2.2 Annual  Meeting.  An annual meeting of the  shareholders  shall be held each
year  in  May or on  such  other  date  as may be  designated  by the  Board  of
Directors. At such meeting, the shareholders shall elect a Board of Directors by
a plurality  vote and shall  transact  such other  business  as may  properly be
brought before the meeting.

2.3 Special Meetings.

(a) Special Meetings of the Shareholders.  Special meetings of the shareholders,
for any purpose or  purposes,  may be called by the Chairman of the Board or the
Chief  Executive  Officer at any time and shall be called by the Chairman of the
Board, the Chief Executive Officer, or the Secretary at the request, in writing,
of a majority of the directors,  or at the request,  in writing, of shareholders
owning a  majority  in amount of the  entire  capital  stock of the  Corporation
issued and  outstanding  and  entitled  to vote.  Such  request  shall state the
purpose or purposes of the proposed  meeting.  Business  considered at a special
meeting of the  shareholders  shall be limited  to that  business  stated in the
notice of the special meeting.

(b) Special  Meetings of the Holders of Common  Stock.  Special  meetings of the
holders of Common Stock,  as defined in the Articles of  Incorporation,  for any
purpose or  purposes,  shall be called by the  Chairman of the Board,  the Chief
Executive Officer,  or the Secretary at the request,  in writing,  of any two or
more Common Directors,  as defined in the Articles of  Incorporation,  or at the
request,  in  writing,  of  holders  of a  majority  in amount of the issued and
outstanding  Common  Stock.  Such request shall state the purpose or purposes of
the proposed meeting. Business considered at a special meeting of the holders of
Common  Stock  shall be  limited  to that  business  stated in the notice of the
special meeting.

(c) Special Meetings of the Holders of Preferred Stock.  Special meetings of the
holders of Preferred Stock, as defined in the Articles of Incorporation, for any
purpose or  purposes,  shall be called by the  Chairman of the Board,  the Chief
Executive Officer,  or the Secretary at the request,  in writing,  of any two or
more Preferred Directors, as defined in the Articles of Incorporation, or at the
request,  in  writing,  of  holders  of a  majority  in amount of the issued and
outstanding Preferred Stock. Such request shall state the purpose or purposes of
the proposed meeting. Business considered at a special meeting of the holders of
Preferred  Stock shall be limited to that  business  stated in the notice of the
special meeting.

2.4 Notice of Shareholders' Meetings.

(a) Timing of Notice. Notice of any meeting of the shareholders,  whether annual
or special,  shall be served upon each shareholder of record entitled to vote at
such  meeting,  not less than ten nor more than fifty days before such  meeting.
The  shareholders  entitled to vote at such meeting,  and therefore  entitled to
notice of such meting,  shall be determined  in  accordance  with Section 2.9 of
these Bylaws.

(b) Content of Notice.  The notice of any meeting of the  shareholders,  whether
annual or special, shall specify the date, time, and hour of the meeting. Notice
of special  meetings  shall  contain a statement  of the purpose or purposes for
which the meeting has been called.  Notice of the annual meeting shall contain a
statement of those matters that the Board of Directors  intends,  as of the time
of giving the notice, to bring before the meeting.  For any shareholder meeting,
whether annual or special,  at which directors are to be elected,  notice of the
meeting  shall  include  the name of any  nominee  or  nominees  whom the  Board
intends, as of the time of giving the notice, to present for election.

(c) Manner of Giving Notice. The notice of any meeting of shareholders,  whether
annual or special, shall be in writing. If mailed, such notice shall be directed
to a shareholder  at his or her post office address last shown on the records of
the Corporation, and shall be sent postage prepaid.

(d) Waiver of Notice.  Notice of any meeting of shareholders,  whether annual or
special,  shall not be required to be given to any shareholder who, in person or
by his or her attorney so authorized, either before or after such meeting, shall
waive such notice. Attendance of a shareholder at a meeting, either in person or
by proxy,  shall of itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, to the date and time of the meeting, and
to  the  manner  in  which  it has  been  called  and  convened,  except  when a
shareholder  attends  a  meeting  solely  for the  purpose  of  stating,  at the
beginning of the meeting or, if arriving later, immediately upon arriving at the
meeting, any such objection or objections.

2.5 Organization of Shareholder Meetings.

(a) Chairman and  Secretary  of the Meeting.  All meetings of the  shareholders,
whether annual or special,  shall be presided over by the Chairman of the Board,
or if he or she is unavailable,  by the Chairman of the Executive Committee,  if
any, or if both are  unavailable  then by a Chairman  designated by the Board of
Directors,  or if the Board  fails to  designate  a Chairman  then by a Chairman
designated by a majority of the shares represented at the meeting,  in person or
by proxy, and entitled to vote thereat. The Secretary of the Corporation,  or if
he or she is  unavailable  then an  Assistant  Secretary  or some  other  person
appointed  by the  Chairman of the  meeting,  shall act as the  secretary of the
meeting and keep a record of the proceedings thereof.

(b) Conduct of Meetings.  The Board of Directors of the  Corporation  shall have
the authority to make such rules and  regulations for the conduct of shareholder
meetings as it shall deem necessary,  appropriate or convenient. Subject to such
rules and  regulations,  the Chairman of the meeting shall have the authority to
make  such  additional  rules  and  regulations  and to do all such  acts as the
Chairman deems necessary,  appropriate,  or convenient for the proper conduct of
the meeting, including, without limitation:

(i)  establishing an agenda or order of business for the meeting;  (ii) creating
rules and regulations  for  maintaining  order at the meeting and for protecting
the safety of the persons present; (iii) limiting attendance at or participation
in the  meeting  to  shareholders  of  record  and  their  duly  authorized  and
constituted  proxies,  and such other persons as the Chairman shall permit; (iv)
restricting  entry to the  meeting  after the time  fixed  for the  commencement
thereof;   (v)  limiting  the  time   allotted  for  questions  or  comments  by
participants;  (vi)  limiting  business  considered  to that  business  properly
brought before the meeting;  (vii) creating voting procedures and regulating the
opening and closing of the polls for balloting.

2.6 Quorum. At all meetings of the shareholders,  whether annual or special, the
holders of a majority of the stock issued and  outstanding  and entitled to vote
at such meeting,  present, in person or represented by proxy, shall be requisite
and  shall  constitute  a quorum  for the  transaction  of  business,  except as
otherwise  provided by law, by the Articles of Incorporation or by these Bylaws.
If a quorum is  present,  the  affirmative  vote of the  majority  of the shares
represented  at the meeting and entitled to vote on the subject  matter shall be
the act of the  shareholders,  except  as  otherwise  provided  by  law,  by the
Articles of  Incorporation  or by these Bylaws.  Once a quorum is present at the
meeting, the shareholders may continue to transact business at the meeting until
the meeting is adjourned,  provided that, if enough  shareholders  withdraw from
the  meeting  to leave  less  than a  quorum  present,  any  action  taken  must
nonetheless be approved by a majority of the shares initially represented at the
meeting and  constituting  the initial quorum,  except as otherwise  provided by
law, by the Articles of Incorporation or by these Bylaws.

2.7 Adjourned  Meetings.  If a quorum shall not be present or represented at any
meeting of the  shareholders,  whether  annual or  special,  a  majority  of the
shareholders entitled to vote at such meeting, present, in person or represented
by proxy,  shall have the power to adjourn the  meeting  from time to time until
the requisite amount of voting stock shall be present. The notice of any meeting
adjourned  to  another  time  or  place  need  not be  given  otherwise  than by
announcement  of the new time and place at the meeting at which the  adjournment
is taken,  provided  however that if a new record date is set for the  adjourned
meeting,  then notice of the  adjourned  meeting must be provided in  accordance
with Section 2.4 of these  Bylaws.  At any  adjourned  meeting at which a quorum
shall be  present  in  person  or  represented  by proxy,  any  business  may be
transacted that might have been transacted at the meeting as originally called.

2.8  Voting.  The  shareholders  entitled  to vote at any  shareholder  meeting,
whether annual or special, shall be determined in accordance with Section 2.9 of
these Bylaws.  Each shareholder  shall be entitled to one vote for each share of
voting stock held by such shareholder.

2.9  Record  Date  for  Shareholder  Notice  and  Voting.  For  the  purpose  of
determining those shareholders entitled to notice of any meeting, whether annual
or special, or entitled to vote at such meeting,  the Board of Directors may, in
advance, set a record date for the meeting,  which shall not be less than ten or
more than fifty days before the date of such meeting.  If the Board of Directors
does not so set a record date, then for the purpose of this Section,  the record
date shall be the date preceding the date on which notice is given, or if notice
is waived then the date preceding the date of such meeting. Only shareholders of
record as of the close of business on the record date are  entitled to notice of
such meeting and entitled to vote at such meeting,  notwithstanding any transfer
of shares on the books of the  Corporation  after such  record  date,  except as
otherwise provided by the Articles of Incorporation,  by voting agreement, or by
law.  For the  purpose  of this  Section,  the record  date for any  shareholder
meeting,  whether  annual or  special,  shall apply to any  adjournment  of such
meeting  unless the Board of Directors  sets a new record date for the adjourned
meeting, provided that the Board of Directors shall set a new record date if the
meeting is  adjourned  for more than thirty  days from the date of the  original
meeting.  The  record  date for any  purpose  other  than the  determination  of
shareholders  entitled  to notice of a  shareholder  meeting or entitled to vote
thereat, shall be determined as provided by Section 7.5 of these Bylaws.

2.10  Proxies.  Every  person  entitled to vote for  directors,  or on any other
matter,  shall have the right to do so either in person or by one or more agents
authorized by a written proxy,  which may be in the form of a facsimile or other
means of  electronic  transmission,  signed by the  person  and  filed  with the
Secretary  of the  Corporation,  but no such proxy  shall be voted or acted upon
after  eleven  months  from its date,  unless  the proxy  provides  for a longer
period.  A proxy shall be deemed signed if the  stockholders'  name is placed on
the proxy by the  stockholder  or the  stockholder's  attorney  in fact.  A duly
executed proxy shall be irrevocable if it states that it is irrevocable  and if,
and only as long as, it is coupled with an interest sufficient in law to support
an  irrevocable  power.  A  stockholder  may  revoke  any  proxy  which  is  not
irrevocable  by  attending  the  meeting  and  voting  in person or by filing an
instrument  in writing  revoking  such proxy or by filing  another duly executed
proxy bearing a later date with the Secretary of the Corporation. A proxy is not
revoked  by the death or  incapacity  of the maker,  unless,  before the vote is
counted,  written  notice  of  such  death  or  incapacity  is  received  by the
Corporation.

2.11  Validation  of  Meetings.  If a quorum is  present  at any  meeting of the
shareholders, whether annual or special, then actions taken at the meeting shall
be as valid as  though  taken at a  meeting  duly held  after  regular  call and
notice,  regardless of whether the call and notice of such meeting were actually
in conformance with Sections 2.3 and 2.4 of these Bylaws.

2.12 Inspectors of Election. Before any meeting of shareholders,  whether annual
or special,  the Board of Directors  shall appoint an inspector or inspectors of
election  to act at the  meeting or its  adjournment.  The number of  inspectors
shall be either one or three.  If any person  appointed  as  inspector  fails to
appear or fails or refuses to act,  then the  Chairman of the meeting  may,  and
upon the request of any shareholder or a shareholder's  proxy, shall,  appoint a
person to fill such vacancy. Such inspector or inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the
number of shares represented at the meeting,  the existence of a quorum, and the
authenticity, validity and effect of proxies;

(b) receive votes, ballots or consents;

(c) hear and  determine  all  challenges  and  questions  in any way  arising in
connection with the right to vote;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the results; and

(g) do any other acts that may be proper to conduct  the  election  or vote with
fairness to all shareholders.

The inspector or inspectors of election shall perform their duties  impartially,
in  good  faith,  to the  best  of  their  ability  and as  expeditiously  as is
practical.  If there are three  inspectors  of election,  the  decision,  act or
certificate  of a majority is effective in all respects as the decision,  act or
certificate  of  all.  Any  report  or  certificate  made  by the  inspector  or
inspectors of election is prima facie evidence of the facts stated therein.


                                   ARTICLE III

                                    DIRECTORS

3.1  Powers of  Directors.  Except  as may be  otherwise  provided  by any legal
agreement among shareholders,  or by the Articles of Incorporation,  or by these
Bylaws,  the property,  business and affairs of the Corporation shall be managed
under the  direction  of its Board of  Directors.  In addition to the powers and
authority  expressly  conferred  upon the Board of  Directors by the Articles of
Incorporation, by these Bylaws or by law, the Board may exercise all such powers
of the  Corporation and do all such lawful acts and things as are not by law, by
any legal agreement among  shareholders,  by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the shareholders.

3.2 Number of Directors.  The Board of Directors  shall consist of an odd number
of members, and shall consist of at least nine members, the precise number to be
fixed by resolution of the directors from time to time.

3.3 Term of Office of  Directors.  Except as may be  otherwise  provided  by the
Articles of Incorporation,  each director,  whether elected at an annual meeting
of  shareholders  or  otherwise,  shall hold office until the annual  meeting of
shareholders held next after his or her election and until a qualified successor
shall be elected, or until his or her earlier death, resignation,  incapacity to
serve or removal.  No person shall serve as a director  until he reaches the age
of 25 or after he reaches the age of 75. No reduction of the  authorized  number
of  directors  shall  have the  effect of  removing  any  director  before  that
director's term of office expires.

3.4  Resignation of Directors.  A director may resign at any time and acceptance
of his or her  resignation  shall not be  necessary to make it  effective.  Such
resignation shall take effect at the time stated.

3.5 Vacancies;  Election of Directors. If any vacancy shall occur, the remaining
directors  shall continue to act, and such  vacancies may be filled,  subject to
the  requirements of the Articles of  Incorporation,  for the unexpired term, in
the case of a  Preferred  Director  vacancy,  by a majority  of the holders of a
majority of the Preferred Stock,  and in the case of a Common Director  vacancy,
by a majority of the remaining  Common  Directors,  in either case,  though less
than a quorum of the full Board of Directors,  and, if not theretofore filled by
such action,  may be filled by the  shareholders  at any meeting held during the
existence  of such  vacancy  subject  to the  requirements  of the  Articles  of
Incorporation. Notwithstanding the foregoing, in the event there is a vacancy in
the position of "Swing  Director," as defined in the Articles of  Incorporation,
the  Preferred  Directors  shall  maintain  their  right to  approve  the person
nominated  to fill  such  vacancy,  which  approval  shall  not be  unreasonably
withheld. Directors need not be shareholders.

3.6  Compensation.  Outside directors may be compensated as determined from time
to time by resolution of the Board of Directors.  Outside directors shall not be
considered to be employees even though they are  compensated for their services.
Directors who are also employees of the Corporation,  and directors who are also
holders of Preferred  Stock,  shall not be allowed  additional  compensation (in
addition to their regular employment  compensation) for attendance at regular or
special  meetings  of the  Board of  Directors  or of any  special  or  standing
committees thereof.


                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

4.1 Regular  Meetings.  The Board of Directors  shall hold at least four regular
meetings  each year.  Regular  meetings  of the Board of  Directors  may be held
without  notice at such time and place,  within or outside the State of Georgia,
as shall from time to time be determined by the Board of Directors.

4.2 Special  Meetings.  Special meetings of the Board of Directors may be called
by the Chairman of the Board or the Chief Executive Officer on not less than two
days notice by mail, by telephone, by facsimile, or by personal delivery to each
director and shall be called by the Chairman of the Board,  the Chief  Executive
Officer,  or the  Secretary  in like  manner and on like  notice on the  written
request of a majority of directors,  Common or Preferred. In addition, up to one
special  meeting of the Board of  Directors in each fiscal year may be called by
at least one-third of the Preferred Directors in like manner and on like notice.
Special  meetings of the Common Directors shall be called by the Chairman of the
Board, the Chief Executive Officer, or the Secretary, in like manner and on like
notice on the  written  request of at least  one-half  of the Common  Directors.
Special  meetings of the Preferred  Directors shall be called by the Chairman of
the Board, the Chief Executive Officer, or the Secretary,  in like manner and on
like  notice  on the  written  request  of at least  one-half  of the  Preferred
Directors. Any such special meeting shall be held at such time and place, within
or  outside  the  State of  Georgia,  as shall be  stated  in the  notice of the
meeting.  Notice of any special  meeting of the Board of  Directors,  the Common
Directors, or the Preferred Directors, shall state the purposes thereof.

4.3 Waiver of Notice.  Notice of any special  meeting of directors  shall not be
required to be given to any director  who,  either before or after such meeting,
shall waive such notice.  Attendance  of a director at a meeting shall of itself
constitute waiver of notice and waiver of any and all objections to the place of
the meeting, to the date and time of the meeting,  and to the manner in which it
has been called and convened,  unless the director in attendance states,  either
at the beginning of the meeting or, if arriving later, immediately upon arriving
at the meeting, any such objection or objections.

4.4  Quorum.  At all  meetings  of the Board of  Directors,  the  presence  of a
majority of the authorized  number of directors (and with respect to meetings of
the Common Directors and Preferred Directors,  a majority of such directors then
in office)  shall be necessary  and  sufficient  to  constitute a quorum for the
transaction of business.  The act of a majority of the directors  present at any
meeting at which  there is a quorum  shall be the act of the Board of  Directors
(or the Common Directors or the Preferred Directors,  as applicable),  except as
may be otherwise  specifically provided by law, by the Articles of Incorporation
or by these Bylaws.

4.5  Adjourned  Meetings.  In the  absence  of a quorum at any such  meeting,  a
majority of the  directors  present at any such  meeting may adjourn the meeting
until a quorum be present. Notice of any adjourned meeting need only be given by
announcement at the meeting at which the adjournment is taken.

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

4.7 Action by Consent. Any action required or permitted to be taken at a meeting
of  the  Board  of  Directors  or of any  committee  thereof,  or by the  Common
Directors,  or by the  Preferred  Directors,  may be taken  without a meeting if
written  consent  setting  forth the action so taken  shall be signed by all the
Directors,  or all the members of the committee, or all the Common Directors, or
all the Preferred  Directors,  as the case may be, and be filed with the minutes
of the  proceedings  of the Board of Directors or such  committee.  Such consent
shall have the same force and effect as a unanimous vote.

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

                                    ARTICLE V

                                   COMMITTEES

5.1           Executive Committee.

(a) Formation and Composition; Veto Power. The Board of Directors, by resolution
adopted by a three fourths vote of the entire Board,  may designate an Executive
Committee  consisting of three  directors and shall designate a chairman of such
committee.  The Executive  Committee  shall  include the swing  director and the
following  other  directors:  (i)  if the  Chairman  of the  Board  is a  Common
Director, the Chairman of the Board and one of the Preferred Directors;  (ii) if
the Chairman of the Board is not a Common Director,  one of the Common Directors
and one of the Preferred Directors No action of the Executive Committee shall be
taken without the affirmative vote of the Chairman of the Board (or at least one
Common  Director if the Chairman of the Board is not a Common  Director)  and at
least one Preferred Director.

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

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

(ii) The merger or consolidation of the Corporation;

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

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

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

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

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

(viii) The amendment or repeal of these Bylaws, or the adoption of new Bylaws;

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

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

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

(xii) Any action which,  by law,  cannot be taken by a committee of the Board of
Directors;

(xiii) Such other matters as  three-fourths of the members of the Board who vote
on any such matter shall assign to another  committee of the Board or reserve to
the Board itself.

(c) Meetings of the Executive Committee. The Executive Committee shall meet from
time to time on call of the Chairman of the Board or the Chief Executive Officer
(or,  only if there  are more  Preferred  Directors  on the  Board  than  Common
Directors,  by one  Common  Director),  or of any  two or  more  members  of the
Executive  Committee.  Meetings of the  Executive  Committee may be held at such
place or  places  within  or  outside  the State of  Georgia,  as the  Executive
Committee  shall  determine or as may be  specified  or fixed in the  respective
notices or waivers of such  meetings.  The  Executive  Committee may fix its own
rules of procedure including provision for notice of its meetings. It shall keep
a record of its proceedings  and shall report those  proceedings to the Board of
Directors at the meeting  thereof held next after they have been taken,  and all
such  proceedings  shall be subject to  revision or  alteration  by the Board of
Directors, except where action shall have been taken by the Corporation or third
parties have relied upon such proceedings before such revision or alteration.

5.2 Additional Committees.

(a) Formation and Composition.  The Board of Directors, by resolution adopted by
a  three  fourths  vote of the  entire  Board,  may  also  designate  additional
committees of not fewer than two directors,  and shall  designate a chairman for
each such committee.  The Chairman of the Board or the Chief Executive  Officer,
or both, shall be an ex-officio member of each such additional committee, except
(i) the Audit  Committee and (ii) any  nominating  committee  established by the
Board of  Directors,  of which the Chairman of the Board or the Chief  Executive
Officer, or both, shall be a regular member.

(b) Powers of Additional  Committees.  Such additional committees shall have and
may exercise such powers of the Board of Directors as are delegated to them with
respect to the  property,  business and affairs of the  Corporation,  except the
powers denied to the Executive Committee by Section 5.1(b) of these Bylaws.

(c) Meetings of Additional  Committees.  Meetings of such additional  committees
may be held at such place or places  within or outside the State of Georgia,  as
such  committees  shall  determine  or as  may  be  specified  or  fixed  in the
respective notices or waivers of such meetings.  Such additional  committees may
fix their own rules of  procedure  including  provision  for call and  notice of
their meetings.

5.3 Removal of Committee Members;  Dissolving  Committees.  The Board shall have
the power at any time by a three  fourths  vote of the entire Board of Directors
to remove any member of any committee,  including the Executive Committee,  with
or without  cause,  and to fill  vacancies  in and to  dissolve  any  committee,
including the Executive Committee,  provided,  however,  that the composition of
any such committee  shall always be subject to the provisions of Sections 5.1(a)
and 5.2(a) of these Bylaws.

5.4 Term of  Committee  Members.  Each member of any  committee,  including  the
Executive  Committee,  shall hold office until the first meeting of the Board of
Directors  after the annual  meeting of  shareholders  next following his or her
election and until his or her successor  member of the committee is elected,  or
until his or her earlier death, resignation,  incapacity to serve or removal, or
until he or she shall cease to be a director,  or until the committee  ceases to
exist.

5.5 Voting.  All  committees,  including the Executive  Committee,  shall act by
majority  vote of its  members,  provided  that the  Executive  Committee  shall
nonetheless be subject to the requirements of Section 5.1(a).


                                   ARTICLE VI

                                    OFFICERS

6.1  Designation of Officers.  The Board of Directors at its first meeting after
each annual meeting of shareholders shall elect by a majority vote a Chairman of
the Board, a President,  a Chief Financial Officer, a Secretary and a Treasurer.
The Board may, at any time, fill any officer vacancies and elect or appoint such
other officers as it may deem necessary or advisable.  Such other officers shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of  Directors  or the Chief  Executive  Officer.  All officers
shall hold office at the pleasure of the Board and subject to Section 6.4.

6.2 Who May Hold  Office.  Any person may hold any two or more  offices,  except
that no person may hold both the offices of President and Secretary.  No officer
need be a  shareholder.  The Chairman of the Board must be a member of the Board
of Directors of the Corporation.

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

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

6.5 Chairman of the Board. The Chairman of the Board shall call, or shall direct
the Secretary to call, all regular  meetings of the Board and  shareholders  and
shall preside over such  meetings.  He or she shall have such powers and perform
such  duties as these  Bylaws or the  Board may  prescribe.  In the event of the
death  or  disability  of  the  Chairman  of  the  Board,  the  President  shall
temporarily have the powers and perform the duties of the Chairman of the Board,
until the Board shall  otherwise  delegate  such powers and duties,  pursuant to
Section 6.13 of these Bylaws.

6.6 Chief Executive Officer.  The Chief Executive Officer shall have general and
active supervision and control of the property,  officers,  business and affairs
of the  Corporation,  and shall,  in  general,  have all powers and  perform all
duties incident to the office of a chief executive officer of a corporation.  He
or she shall  have such  other  powers and  perform  such other  duties as these
Bylaws or the Board may  prescribe.  In the event of the death or  disability of
the Chief Executive Officer, the President shall temporarily have the powers and
perform  the  duties  of the Chief  Executive  Officer,  until  the Board  shall
otherwise  delegate  such powers and duties,  pursuant to Section  6.13 of these
Bylaws.

6.7 President.  In general,  the President shall have all powers and perform all
duties  incident to the office of a president of a  corporation,  and shall have
such other powers and perform such other duties as may be assigned to him or her
by the Board of Directors and the Chief Executive Officer.

6.8 Vice  Presidents.  In  general,  Vice  Presidents  shall have all powers and
perform all duties  incident to the office of a vice president of a corporation,
and shall  have such  other  powers  and  perform  such  other  duties as may be
assigned to them by the Board of Directors and the Chief Executive Officer.  One
or  more  Vice  Presidents  may  be  assigned  one  or  more  additional   title
designations, including but not limited to Executive Vice President, Senior Vice
President,  or  Executive  Senior  Vice  President,  as the  Board or the  Chief
Executive Officer may from time to time deem necessary or desirable.

6.9 Assistant Vice Presidents. In general,  Assistant Vice Presidents shall have
all powers and perform all duties  incident to the office of an  assistant  vice
president  of a  corporation,  and shall have such other powers and perform such
other duties as may be assigned to them by the Board of Directors  and the Chief
Executive Officer.  One or more Assistant Vice Presidents may be assigned one or
more additional title  designations as the Board or the Chief Executive  Officer
may from time to time deem necessary or desirable.

6.10  Secretary.  The  Secretary  shall  attend  all  sessions  of the  Board of
Directors  and all  meetings  of the  shareholders  and record all votes and the
minutes  of all  proceedings  in books to be kept for  that  purpose  and  shall
perform like duties for the Board committees when so requested.  He or she shall
maintain  custody of the seal of the  Corporation  and see that it is affixed to
all  corporate  documents  required to be executed  under seal.  He or she shall
give, or cause to be given, in conformity with these Bylaws, any notice required
to be given of any meetings of the  shareholders  and of the Board of Directors,
and  shall  perform  such  other  duties  as may be  prescribed  by the Board of
Directors and the Chief Executive Officer.

6.11 Assistant  Secretaries.  The Assistant  Secretary or Assistant  Secretaries
shall, in the absence or disability of the Secretary,  or at his or her request,
perform  his or her duties and  exercise  his or her powers and  authority,  and
shall  perform such other duties as may be  prescribed by the Board of Directors
and the Chief Executive Officer or the Secretary.

6.12  Treasurer.  The Treasurer  shall have charge of and be responsible for all
funds,  securities,  receipts and  disbursements of the  Corporation.  He or she
shall deposit,  or cause to be deposited,  in the name of the  Corporation,  all
monies or other  valuable  effects  of the  Corporation,  in such  banks,  trust
companies or other  depositories as shall, from time to time, be selected by the
Board or the Chief  Executive  Officer,  and shall pay out the same only in such
manner as the Board may from time to time determine. In general, he or she shall
have all powers and perform all duties  incident to the office of a treasurer of
a corporation, and shall have such other powers and perform such other duties as
may be assigned to him or her by the Board of Directors and the Chief  Executive
Officer.

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

                                   ARTICLE VII

                                  CAPITAL STOCK

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

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

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

7.4  Transfers  of Stock.  Transfers  of stock shall be made on the books of the
Corporation  only by the person named in the  certificate or by his or her legal
representative,  or by an  agent  or his or her  attorney  duly  constituted  in
writing,  and upon surrender of the  certificate  therefor,  or in the case of a
certificate alleged to have been lost, stolen or destroyed, upon compliance with
the  provisions of Section 7.2 of these Bylaws.  The Board may make or authorize
the making of additional  rules and  regulations  consistent  with law and these
Bylaws, which it may deem expedient for the issue,  transfer and registration or
transfer of securities of the Corporation.

7.5 Record Date for  Purposes  Other Than Notice and Voting.  For the purpose of
determining  the  shareholders   entitled  to  receive  any  dividend  or  other
distribution or the allotment of any shareholder rights, or for any other proper
purpose of determining  shareholders,  other than those  purposes  enumerated in
Section 2.7 of these Bylaws, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders,  such date to be not
more than fifty days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the Board does not so fix
a record  date,  then the record date shall be the day on which the Board adopts
the  applicable  resolution  or the  fiftieth  day  before  the date set for the
applicable  action,  whichever is later.  Only  shareholders of record as of the
close of  business on the record  date are  entitled to receive the  benefits of
such applicable Board resolution,  notwithstanding any transfer of shares on the
books of the Corporation after such record date, except as otherwise provided by
the Articles of Incorporation, by agreement, or by law.

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

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


                                  ARTICLE VIII

                     PROVISIONS RELATING TO PREFERRED STOCK;
                                SUBORDINATED NOTE

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

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

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

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

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

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


                                   ARTICLE IX

                                 INDEMNIFICATION

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


                                    ARTICLE X

                           NOTICES; WAIVERS OF NOTICE

10.1 Notice. Except as otherwise specifically provided in these Bylaws, whenever
under the  provisions  of these  Bylaws  notice is  required  to be given to any
shareholder,  director  or  officer,  it shall  not be  construed  to mean  only
personal  notice,  but such notice may also be given by mail by  depositing  the
same in the post office or letter box in a postpaid sealed envelope, or telegram
or cablegram, addressed to such shareholder, officer or director at such address
as appears on the books of the Corporation,  or  telephonically or by facsimile,
and such  notice  shall be deemed to be given at the time when the same shall be
thus personally delivered,  mailed,  verbally communicated by telephone or sent.
An affidavit of the personal delivery,  mailing, verbal communication or sending
of the notice,  executed  by the  Secretary  of the  Corporation,  an  Assistant
Secretary of the Corporation or any transfer agent of the Corporation giving the
notice, shall be prima facie evidence that the notice has been given.

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


                                   ARTICLE XI

                                   AMENDMENTS

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


                                   ARTICLE XII

                  REGISTERED PROFESSIONAL IN RESPONSIBLE CHARGE

12.1 Registered Professional in Responsible Charge. Where required by state law,
the  Corporation  shall maintain one or more currently  registered  professional
engineers, geologists or other registered professionals in each branch office or
state where such  practice is  performed  who shall be expressly  designated  in
responsible  charge of all practice of such  professions.  The registrant  shall
have  full  authority  for  the  Corporation  with  regard  to all  professional
decisions and projects performed in said branch office or state.




                                  ARTICLE XIII

                                 GENERAL MATTERS

13.1  Execution of  Corporate  Instruments.  The Board of Directors  may, in its
discretion, determine the method of executing corporate instruments or documents
and may designate the signatory  officer or officers,  or other agent or agents,
to execute any corporate  instrument or document,  or to sign the corporate name
without  limitation,  except where otherwise provided by law, and such execution
or  signature  shall be  binding  upon the  Corporation.  Without  limiting  the
generality  of the  foregoing,  the  Chief  Executive  Officer  shall  have  the
authority to sign, execute and deliver,  with any other appropriate  officer (if
required), corporate instruments of conveyance,  instruments of indebtedness and
obligation  (including bonds), and contracts and other instruments and documents
which  may be  authorized  by the  Board,  except in cases  where  the  signing,
execution,  or delivery  thereof shall have been delegated by these Bylaws or by
the  Board  to some  other  officer  or agent  of the  Corporation,  or shall be
required by law otherwise to be signed,  executed or delivered.  Each officer of
the  Corporation  shall have authority to execute and deliver those documents or
instruments customarily executed and delivered by such officer of a corporation.

13.2 Checks,  Drafts, and Evidences of Indebtedness.  All checks,  drafts, other
orders for payment of money,  notes or other  evidences of  indebtedness  of the
Corporation  shall be  signed  only by such  person or  persons  as the Board of
Directors shall from time to time, in its discretion, authorize to do so.

13.3 Fiscal Year.  The fiscal year of the  Corporation  shall begin on the first
day of January of each year.

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

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

13.6 Provisions Additional to Provisions of Law. All restrictions,  limitations,
and other requirements of these Bylaws shall be construed,  insofar as possible,
as supplemental and additional to all applicable  provisions of law and shall be
complied  with in addition to such  applicable  provisions  of law,  unless such
compliance shall be illegal.

13.7  Provisions  Contrary to Provisions of Law. In the event that some portion,
whether an article,  section,  paragraph,  sentence or phrase,  of these  Bylaws
shall be contrary to or  inconsistent  with  applicable  provisions of law, then
that portion of these Bylaws which is contrary or  inconsistent  shall not apply
so long as such applicable provisions of law remain in effect,  provided however
that such contrary or  inconsistent  portion of these Bylaws shall be considered
independent  and severable  from the  remainder of these  Bylaws,  such that the
contrary  or  inconsistent  portion,  whether an  article,  section,  paragraph,
sentence or phrase,  shall not affect the validity or applicability of any other
portion of these Bylaws.

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

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


<PAGE>

                               EXHIBIT A TO BYLAWS

                      PROCEDURE FOR DETERMINING BENCHMARKS


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

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

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


<PAGE>


                               EXHIBIT B TO BYLAWS

                                 PROMISSORY NOTE

$                                                                          Date

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

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

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

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

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

This Note shall be governed by, and  construed in accordance  with,  the laws of
the State of Georgia and any action  brought under the terms of this  Promissory
Note shall be brought in the courts of Georgia. Neither this Note nor any rights
thereunder may be assigned by Holder without the written consent of Maker.

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

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

                                                  LAWGIBB GROUP, INC.


                                                  By:______________________

                                                  Title:___________________



<PAGE>


                                     Annex A

                               Subordination Terms

All indebtedness  evidenced by this Note is hereby  subordinated and made junior
in right of payment to all  indebtedness  (the  "Senior  Debt") now or hereafter
owned by Maker to any bank or banks,  (collectively,  the "Senior Lenders"). For
so long as the Senior Debt is  outstanding,  no direct or  indirect  payment (by
set-off or  otherwise)  shall be made or agreed to made on account of this Note,
or in respect of any redemption,  retirement,  purchase or other  acquisition by
Maker of this Note,  and no collateral  shall be granted or obtained as security
for this Note if, on or prior to the date of such  payment,  Holder  shall  have
knowledge,  or have  received  written  notice  from any Senior  Lender that any
default  or event of  default  exists or would  occur  upon or by reason of such
payment  under any of the terms of the  agreements  between Maker and the Senior
Lenders.

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

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

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

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

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

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

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