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                                                                   EXHIBIT 3.1



                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             PENN-AKRON CORPORATION

                              A NEVADA CORPORATION

                    (AMENDED AND RESTATED AS OF JULY 5, 2000)


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                             PENN-AKRON CORPORATION
                              AMENDED AND RESTATED
                                     BYLAWS

                        ---------------------------------

                                    ARTICLE 1
                                  DEFINITIONS

         As used in these Bylaws, the terms set forth below shall have the
meanings indicated as follows:

         "Articles of Incorporation" shall mean the Articles of Incorporation of
the Corporation, as amended from time to time.

         "Board" shall mean the Board of Directors of the Corporation.

         "Committee" means any committee designated by the Board and composed of
one or more of its members.

         "Corporation" shall mean Penn-Akron Corporation, a Nevada corporation.

         "Corporation Act" shall mean the Nevada Business Corporation Act, in
Chapter 78, Title 7 of the Nevada Revised Statutes, as amended.

         "Executive Officer" shall mean the President, Chief Executive Officer,
Treasurer/Chief Financial Officer, Secretary, Controller and such Senior Vice
Presidents, Executive Vice Presidents and other Vice Presidents and other
officers as may be identified by the Board from time to time by resolution of
the Board.

         A pronoun or adjective in the masculine gender includes the feminine
gender, and the singular includes the plural, unless the context clearly
indicates otherwise.

                                    ARTICLE 2
                      GENERAL PROVISIONS REGARDING NOTICES

         Section 2.1. Selection of Method of Giving Notice; Delivery. Whenever
any notice is required to be given under the provisions of the Corporation Act
or of the Articles of Incorporation or of these Bylaws, whether required to be
given to directors or stockholders or any other person, and the method of giving
notice is not prescribed, or if alternate or multiple methods of giving notice
are permitted and the ordering of such alternate or multiple methods of giving
notice is not prescribed by the provisions of the Corporation Act, the Articles
of Incorporation or these Bylaws, then notice may be given by such method or
methods and in such order or orders as may be selected by the Corporation or as
its officers or directors may establish, provided that:
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         (a)      Any notice required by the Corporation Act, the Articles of
Incorporation or these Bylaws shall be in writing unless oral notice is
reasonable under the circumstances. Whenever, under the provisions of the
Corporation Act, stockholders are required or authorized to take any action at a
meeting, the notice of the meeting must be in writing and signed by such person
or persons as the Bylaws prescribe or the directors, may designate.

         (b)      If notice is not required to be in writing by the Corporation
Act, the Articles of Incorporation or these Bylaws, notice may be communicated
in person; by telephone, telegraph, teletype, facsimile transmission or other
form of wire or wireless communication; or by mail or private carrier.

         (c)      Written notice by the Corporation to any stockholder is
effective when mailed to the stockholder at his address as it appears upon the
records of the Corporation. The time of notice begins to run from the date upon
which the notice is deposited in the mail for transmission to the stockholder.

         Section 2.2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the Corporation Act or of the Articles 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. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened and in fact makes such objection.

                                    ARTICLE 3
                            MEETINGS OF STOCKHOLDERS

         Section 3.1. Place of Stockholder Meetings. All meetings of the
stockholders for the election of Directors shall be held at such place as may be
fixed from time to time by the Board of Directors either within or without the
State of Nevada, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Nevada, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         Section 3.2. Annual Meeting. The annual meeting of stockholders shall
be held on such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. At such annual
meeting, the stockholders shall elect members of the Board of Directors for a
term of one year and transact such other business as may properly be brought
before the meeting.

         Section 3.3. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the Corporation Act or
by the Articles of Incorporation, may be called at any time by the President and
shall be called by the President or Secretary at the request, in writing, of a
majority of the members of the Board. So long as required by the Corporation
Act, if the Corporation fails to elect directors within eighteen (18) months
after the


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last required election of directors, the district court has jurisdiction in
equity, upon application of any one or more stockholders holding stock entitling
them to exercise at least fifteen (15) percent of the voting power, to order the
election of directors in the manner required by the Corporation Act.

         Section 3.4. Notice of Annual and Special Meetings. Written notice of
the place, date and hour of every annual or special meeting of the stockholders
shall be given to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the date of such meeting by
personal delivery to the stockholder of a copy of such notice or by mailing a
copy of such notice addressed to the stockholder at his post office address as
the same shall appear on the record of stockholders of the Corporation or, if he
shall have filed with the Secretary of the Corporation a written request that
notices to him be mailed to him at some other address, then addressed to him at
such other address. Notice of a meeting where stockholders are authorized or
required to take any action shall state the purpose or purposes for which the
meeting is called. Each notice of a special meeting of stockholders shall
indicate that it has been issued by or at the direction of the person or persons
calling the meeting. Notice shall be deemed given when deposited, postage
prepaid, in a United States post office or official depository.

         Section 3.5. Waiver of Notice. Whenever notice of any annual or special
meeting of stockholders is required, a written waiver of notice signed by the
stockholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice.

         Section 3.6. Notice as Limitation on Special Meetings. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice of the meeting.

         Section 3.7. Quorum and Voting Requirements. (a) Except where a
separate vote by class or classes of stock is required by the Corporation Act,
the Articles of Incorporation, or these Bylaws, the holders of at least a
majority of the shares issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business, except as
otherwise expressly may be required by the Corporation Act, the Articles of
Incorporation or these Bylaws.

         (b)      When a quorum is present at any meeting, in all matters other
than the election of directors, the affirmative vote of a majority of shares
present in person or represented by proxy at the meeting and voting shall decide
any question properly brought before such meeting, unless the question is one
upon which, by express provision of the Corporation Act or of the Articles of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

         (c)      Where a separate vote by a class or classes of stockholders is
required, the holders of at least a majority of the shares issued and
outstanding of such class or classes entitled to take action with respect to the
vote on that matter, present in person or represented by proxy, shall constitute
a quorum of such class and the affirmative vote of the majority of shares of
such class or classes present in person or represented by proxy at the meeting
and voting shall be the act of


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such class unless the question is one upon which, by express provision of the
Corporation Act or of the Articles of Incorporation or these Bylaws, a different
vote is required, in which case such express provision shall govern and control
the decision of such question.

         Section 3.8. Action in the Absence of a Quorum; Adjournment of
Meetings. If a quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, who are present in
person or represented by proxy, shall have the power, by a majority of those
shares which are cast on a motion to adjourn, to adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum shall be present or represented. At any reconvened 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 called. If the
adjournment is for more than forty-five (45) days, or if after the adjournment a
new record date is fixed for the reconvened meeting, a notice of the reconvened
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         Section 3.9. Voting Rights and Proxies. At any meeting of the
stockholders of the Corporation any stockholder may designate another person or
persons to act as a proxy or proxies. If any stockholder designates two or more
persons to act as proxies, a majority of those persons present at the meeting,
or, if only one is present, then that one has and may exercise all of the powers
conferred by the stockholder upon all of the persons so designated unless the
stockholder provides otherwise. No proxy is valid after the expiration of six
(6) months from the date of its creation, unless it is coupled with an interest,
or unless the stockholder specifies in it the length of time for which it is to
continue in force, which may not exceed seven (7) years from the date of its
creation. Subject to these restrictions, any proxy properly created is not
revoked and continues in full force and effect until another instrument or
transmission revoking it or a properly created proxy bearing a later date is
filed with or transmitted to the Secretary of the Corporation or another person
or persons appointed by the Corporation to count the votes of stockholders and
determine the validity of proxies and ballots. Neither treasury shares nor
shares held by any other corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares then entitled to vote or for the purpose of
establishing a quorum.

         Section 3.10. Shareholder Proposals. A shareholder may nominate
directors only as provided in Section 4.15 hereof. A shareholder proposal may be
brought before the annual meeting only if notice of such proposal is submitted
to the Secretary of the Corporation within the time set out in Section 4.15
hereof for nominations of directors, which notice must provide a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made, along with such additional information as the
Corporation may be required under applicable securities law to include in its
proxy statement or any other document, filing, form or schedule required by
applicable securities law. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above.


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                                    ARTICLE 4
                                   DIRECTORS

         Section 4.1. General Powers. All corporate powers of the Corporation
shall be exercised by or under the authority of, and the business and affairs of
the Corporation managed under the direction of, its Board of Directors.

         Section 4.2. Number, Qualifications and Term of Office.

         (a)      The number of the directors of the Corporation shall be fixed
from time to time by the Board pursuant to these Bylaws and the Articles of
Incorporation; provided, however that the number of directors fixed pursuant to
these Bylaws and the Articles of Incorporation shall not be less than one (1) or
more than nine (9).

         (b)      The term of service of each Director shall be for at least one
year or until the Company's next annual meeting. In the event that an annual
meeting of shareholders is not held on an annual basis, then each director shall
continue to serve in their capacity and discharge their duties until a successor
has been elected.

         Section 4.3. Vacancies; How Filled. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority vote of the directors then in office, though less
than a quorum, or by a sole remaining director, and the director or directors so
chosen shall hold office for the remainder of the full term in which the new
directorship was created or the vacancy occurred and until their successors have
been duly elected and qualified, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by the Corporation Act, the Articles of Incorporation and these Bylaws.

         Section 4.4. Meeting Place. The Board of the Corporation may hold
meetings, both regular and special, either within or without the State of
Nevada.

         Section 4.5. Regular Meetings. A regular annual meeting of the Board
shall be held at the offices of the Corporation the business day after the
annual meeting of stockholders, if such annual meeting of stockholders is held
in Nevada, and the business day after the annual meeting at the same place as
the annual meeting of stockholders, if such annual meeting of stockholders is to
be held outside of Nevada, provided that, in either case, if no such Board or
annual meeting of stockholders is held or upon other notice, the annual meeting
of the Board may be held at such time and place as shall be specified as
provided for with respect to Special Meetings of the Board or, subject to
Section 4.7 below, as shall be specified in a written waiver signed by all
directors. Other regular meetings of the Board may be held without notice at
such time and at such place as shall from time to time be determined by the
Board.

         Section 4.6. Special Meetings. Special meetings of the Board may be
called by the President on not less than two (2) days' notice to each director.
Such notice shall be delivered by mail, telegram, telex, facsimile transmission
or other form of wire or wireless communication, commercial courier service, or
personal service. Special meetings shall be called by the President or Secretary
in like manner with ten (10) days' notice to each director on the written
request of at least two (2) directors unless the Board consists of only one (1)
director, in which case special meetings shall be called by the


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President or Secretary in like manner and on like notice on the written request
of the sole director. Such notice shall state the time, date and place of such
meeting, but need not describe the purpose of the meeting. Any such meeting
shall be held at the time and place stated in the notice of the meeting.

         Section 4.7. Notice and Waiver of Notice. If notice to a director is
given by mail, the notice shall be directed to him at the address designated by
him for that purpose, or, if none is designated, at his last known address, and
shall be deemed given when deposited, postage or costs prepaid, in a post office
or official depository of any nation or with any nationally recognized overnight
courier service. If notice to a director is given by telegram, telex, or
facsimile transmission, it shall be directed to his last known address. In the
case of notice by telegram or telex, notice shall be deemed given when received
by the communications carrier; notice by facsimile transmission shall be deemed
given when transmitted. A written waiver of notice signed by the director
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the director attends
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors need be specified in any written
waiver of notice.

         Section 4.8. Quorum. At all meetings of the Board, a majority of the
total number of directors shall 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, except as may be otherwise
specifically provided by the Corporation Act or by the Articles of
Incorporation. Any regular or special meeting of the Board at which a quorum is
not present may be adjourned from time to time to some other place or time or
both by a majority of the directors present, without any new notice other than
announcement at the adjourned meeting.

         Section 4.9. Action Without Formal Meeting. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board or of any Committee may be
taken without a meeting, if all members of the Board or the applicable
Committee, as the case may be, consent thereto in a signed writing.

         Section 4.10. Conference Call Meetings. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, members of the Board or of any
Committee may participate in a meeting of the Board or of any Committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.

         Section 4.11. Board Committees. The Board may, by resolution passed by
a majority of the whole Board, designate one or more Committees, each Committee
to consist of one or more of the directors of the Corporation. The Board may
appoint the Chairman of any Committee


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who shall be a member of such committee and shall preside at the meeting of the
Committee for which such person is appointed Chairman. The Board may fill any
vacancy in any Committee and 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.

         Any Committee, to the extent provided by resolution of the Board and to
the extent permitted by law, shall have and may exercise all of the powers and
authority of the Board 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 such seal; but no Committee shall have the power or
authority to (i) amend the Articles of Incorporation, (ii) adopt an agreement of
merger or consolidation, (iii) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
(iv) recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution or (v) amend the Bylaws of the Corporation. Such
Committee or Committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board and shall serve at the pleasure
of the Board. Except as otherwise provided in these Bylaws or the Board
resolution establishing a Committee, each Committee shall adopt its own rules of
procedure.

         Section 4.12. Committee Minutes and Reports. Each Committee shall keep
regular minutes of its meetings and report the same to the Board when required.

         Section 4.13. Compensation. Unless otherwise restricted by the Articles
of Incorporation, directors shall have the authority to fix compensation for
services to the Corporation in their capacities as directors and for attendance
at regular or special meetings of the Board and of any special or standing
committees thereof as, from time to time, may be determined by resolution of the
Board. The directors also may be paid their expenses, if any, of attendance at
regular or special meeting of the Board and of any special or standing
committees thereof as, from time to time, may be determined by resolution of the
Board. No such payment or payments shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

         Section 4.14. Removal. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any director may be removed from office with or
without cause by the affirmative vote of the holders of two-thirds of the
combined voting power of the then outstanding shares of stock entitled to vote,
voting together as a single class.

         Section 4.15. Nominations and Notification of Nominations for
Directors. Nominations for election to the Board may be made by the Board, any
nominating committee thereof or by any holder of any outstanding class of
capital stock of the Corporation entitled to vote for the election of directors.
Any shareholder entitled to vote for the election of directors may nominate a
person or persons for election as a director only if written notice of such
shareholder's intention to make any such nomination is given either by personal
delivery or mailed by the United States Mail, postage prepaid, certified and
return receipt requested, to the Secretary of the Corporation not less than
seventy days nor more than ninety days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than twenty days, or delayed by
more than seventy days, from such


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anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the ninetieth day prior to such annual meeting and not later
than the close of business on the later of the seventieth day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Each such notice shall set forth: (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected.

         The notification shall be signed by the nominating shareholder and
shall include or be accompanied by a signed written consent of each person to be
named as a nominee for election as a director. Purported nominations not made in
compliance with these procedures may be disregarded by the chairman of the
meeting, and upon his instructions, the inspectors of election shall disregard
all votes cast for each such nominee. The Board may also refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedures.

                                    ARTICLE 5
                                    OFFICERS

         Section 5.1. Generally. The Board shall by majority vote from time to
time elect or appoint such officers as it shall deem necessary or appropriate to
the management and operation of the Corporation, which officers shall hold their
offices for such terms as shall be determined by the Board and shall exercise
such powers and perform such duties as are specified in these Bylaws or in a
resolution of the Board. Except as specifically otherwise provided in
resolutions of the Board, the following requirements shall apply to election or
appointment of officers:

         (a)      The Corporation shall have, at a minimum, a President, a
Secretary and a Treasurer/Chief Financial Officer. The Board of Directors may
elect one or more additional officers if it so chooses.

         (b)      Except as otherwise provided in this Article, all officers of
the Corporation shall serve at the pleasure of the Board, and in the absence of
specification otherwise in a resolution of the Board or an employment contract
with such officer with a specified term authorized and approved by the Board,
each officer shall be elected to serve until the next succeeding annual meeting
of the Board and the election and qualification of his successor, subject to his
earlier death, resignation or removal.


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         (c)      Any person may hold two or more offices simultaneously, and no
officer need be a stockholder of the Corporation.

         (d)      Except as otherwise provided in this Article, any officer
elected or appointed by the Board may be removed at any time by the affirmative
vote of a majority of the Board.

         Section 5.2. Compensation. The salaries of the officers shall be fixed
by the Board or one or more of its designees.

         Section 5.3. Vacancies. A vacancy in any office, because of
resignation, removal or death may be filled by the Board for the unexpired
portion of the term.

         Section 5.4. Election. Except as may be provided pursuant to the
provisions of Section 5.1, including the right of the Corporation to enter into
employment contracts whose length is greater than one year, the Board at its
first meeting after each annual meeting of stockholders shall elect or ratify
the reappointment of a President, a Secretary and a Treasurer/Chief Financial
Officer. The Board may, form time to time, by resolution, elect one or more Vice
Presidents, assistant secretaries and assistant treasurers and appoint agents of
the Corporation, prescribe their duties and fix their compensation.

         Section 5.5. President. The President shall be the Chief Executive
Officer in charge of the general supervision over the business of the
Corporation and over its several officers, subject, however, to the control of
the Board. He shall, if present, preside at all meetings of shareholders and of
the Board. He shall see that all orders and resolutions of the Board are carried
into effect, and shall from time to time report to the Board all matters within
his knowledge which the interests of the corporation may require to be brought
to the notice of the Board. He may sign with the Secretary, the Treasurer, or
any other proper officer of the company thereunto authorized by the Board,
certificates for shares in the Corporation. He may sign, execute and deliver in
the name of the Corporation all deeds, mortgages, bonds, contracts, or other
instruments either when specially authorized by the Board or when required or
deemed necessary or advisable by him in the ordinary conduct of the
Corporation's normal business, except in cases where the signing and execution
thereof shall be expressly delegated by these Bylaws to some other officer or
agent of the Corporation or shall be required by law or otherwise to be signed
or executed by some other officer or affixed to any instrument requiring the
same; and, in general, perform all duties as from time to time may be assigned
to him by the Board. In case the President for any reason shall be unable to
attend to any of his duties, such duties may be performed by a Vice President of
the Corporation.

         Section 5.6. Vice Presidents. The Vice Presidents shall perform such
duties as are conferred upon them by these Bylaws or as may from time to time be
assigned to them by the Board or the President. At the request of the President
(or in his or her absence or disability, the Vice President designated by the
Board) a Vice President shall perform all the powers of the President. The
authority of Vice Presidents to sign in the name of the Corporation all
certificates for shares and authorized deeds, mortgages, bonds, contracts, notes
and other instruments, shall coordinate with like authority of the President.


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         Section 5.7. Treasurer/Chief Financial Officer. The Treasurer/Chief
Financial Officer shall:

          (a)     Have charge and custody of, and be responsible for, all funds,
securities, notes, contracts, deeds, documents, and all other indicia of title
in the Corporation and valuable effects of the Corporation; receive and give
receipts for moneys due and payable to the name of the Corporation in such
banks, trust companies, or other depositories as shall be selected by or
pursuant to the directions of the Board; cause such funds to be discharged by
checks or drafts on the authorized depositories of the Corporation, signed as
the Board may require; and be responsible for the accuracy of the amounts of,
and cause to be preserved proper vouchers for, all moneys to be disbursed;

          (b)     Have the right to require from time to time reports or
statements giving such information as he may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same;

         (c)      Keep or cause to be kept at the principal office or such other
office or offices of the Corporation as the Board shall from time to time
designate correct records of the business and transactions of the Corporation
and exhibit such records to any of the directors of the Corporation upon
application at such office;

         (d)      Have charge of the audit and statistical departments of the
Corporation; render to the President or the Board whenever they shall require
him so to do an account of the financial condition of the Corporation and of all
his transactions as treasurer and as soon as practicable after the close of each
fiscal year, make and submit to the Board a like report for such fiscal year;
and

         (e)      Exhibit at all reasonable times his cash books and other
records to any of the directors of the Corporation upon application.

         Section 5.8. Secretary. The Secretary shall:

         (a)      Keep the minutes of all meetings of the stockholders and of
the Board in one or more books provided for that purpose;

         (b)      See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;

         (c)      Be custodian of the corporate records and, if one is provided,
of the seal of the Corporation, and see that such seal is affixed to all
certificates for shares prior to the issue thereof and to all other documents to
which the seal is required to be affixed and the execution of which on behalf of
the Corporation under its seal is duly authorized in accordance with the
provisions of these Bylaws;

         (d)      Have charge, directly or through such transfer agent or
transfer agents and registrar or registrars as the Board shall appoint, of the
issue, transfer and registration of


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certificates for shares in the Corporation and of the records thereof, such
records to be kept in such manner as to show at anytime the number of shares in
the Corporation issued and outstanding, the manner in which and time when such
stock was paid for, the names and addresses of the holders of record thereof,
the number of classes of shares held by each, and the time when each became such
holder of record;

         (e)      Exhibit at all reasonable times to any directors, upon
application, the aforesaid records of the issue, transfer, and registration of
such certificates;

         (f)      Sign (or see that the treasurer or other proper officer of the
Corporation thereunto authorized by the Board shall sign), with the President or
Vice President, certificates for shares in the Corporation;

         (g)      See that the books, reports, statements, certificates, and all
other documents and records required by law are properly kept and filed; and

         (h)      In general, perform all duties incident to the office of
Secretary.

         In the event the Board shall elect an assistant secretary, he shall
perform such duties as are conferred upon him by the officers of the
Corporation, or the Board, and in the absence or inability of the Secretary to
act, shall perform all the duties of the Secretary and when so acting shall have
all the powers of the Secretary.

                                    ARTICLE 6
                                 CAPITAL STOCK

         Section 6.1. Form, Certificates Representing Shares, Uncertificated
Stock. The shares of stock of the Corporation shall be represented by
certificates, provided that the Board may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares of stock
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such resolution by the Board, every
holder of shares of the stock of the Corporation shall be entitled to have a
certificate signed by, or in the name of the Corporation by: (1) the President,
the Secretary, or a Vice President and (2) the Treasurer/Chief Financial Officer
or an assistant treasurer or the Secretary or an assistant secretary of the
Corporation, or such officer performing such duties, certifying the number of
shares owned by such stockholder in the Corporation.

         Any or all of the signatures on the certificate may be facsimiles. In
the event that 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 such person were
such officer, transfer agent or registrar at the date of issue.

         Section 6.2. Lost or Destroyed Certificates. The Board may direct the
Corporation to issue a new certificate or certificates or uncertificated shares
of stock in place of any certificate


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or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit or affirmation of that
fact, in such manner as the Board may require, by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing such issue of a
new certificate or certificates or uncertificated shares of stock, the Board
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 the
Board may direct as indemnity against any claim that may be made against the
Corporation with respect to or on account of the alleged loss, theft or
destruction of any such certificate or the issuance of a new certificate,
certificates or uncertificated shares.

         Section 6.3. Transfer of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares of stock duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, including compliance with applicable securities law, it
shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto (or record the shares of stock represented by such certificate
as uncertificated shares), cancel the old certificate and record the transaction
upon its books.

         Section 6.4. Fixing Record Dates. (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 may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board and which record date shall not be more than sixty (60) or
less than ten (10) days before the date of such meeting. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record for the adjourned meeting.

         (b)      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 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 adopts the resolution relating thereto.

         Section 6.5. Right to Recognize Registered Stockholders. The
Corporation shall be entitled to recognize the exclusive right of a person
registered on the Corporation's books as the owner of shares of stock to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments to a person registered on its books as the owner of shares of stock,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such 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 Corporation
Act.


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                                    ARTICLE 7
                               GENERAL PROVISIONS

         Section 7.1. Checks, Drafts and Notes. The President, Vice President,
Treasurer/Chief Financial Officer or the Secretary or any officers designated by
resolution of the Board shall sign all checks and drafts necessary to be drawn
and may accept any drafts drawn upon the Corporation in due course of business.
No check or draft shall be endorsed by the Corporation and no promissory note,
bond, debenture or other evidence of indebtedness shall be made, signed, issued
or endorsed by the Corporation unless signed by the President, the Vice
President, the Treasurer/Chief Financial Officer or such other officer under
powers given by a resolution of the Board, except that any officer may endorse
for collection or deposit only, expressly stating the purpose of such
endorsement, checks, drafts, promissory notes and other instruments to the order
of the Corporation.

         Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board.

         Section 7.3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Nevada". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced upon any document requiring
such seal.


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                                    ARTICLE 8
                         INDEMNIFICATION AND INSURANCE

         Section 8.1. Contingent Right to Indemnification - Third Party Actions;
Authority for Permissive Indemnification. (a) The Corporation may indemnify any
person who was or is a party or is or was threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (including any
appeal thereof), whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of the fact that
such person (i) is or was a director, Executive Officer, employee or agent of
the Corporation, or (ii) is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise or by reason of any action alleged to
have been taken or not taken by such director, Executive Officer, employee or
agent while acting in any such capacity, against expenses (including attorneys'
fees, costs and disbursements), judgment, fines, penalties and amounts paid in
settlement (whether with or without court approval) actually and reasonably
incurred by such director, Executive Officer, employee or agent in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any threatened or actual action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such director,
Executive Officer, employee or agent did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         (b)      Notwithstanding anything to the contrary in the foregoing
provisions of paragraph (a), the right of a person to indemnification pursuant
to this Section against expenses incurred in connection with any action or suit
commenced by such person shall not give rise to a right for the advance of such
expenses, but such advance of expenses may be provided by the Corporation in any
specific case as permitted by Section 8.5 of this Article.

         Section 8.2. Contingent Right to Indemnification - Actions By or In the
Right of the Corporation; Authority for Permissive Indemnification. (a) The
Corporation may indemnify any person, who was or is a party or is or was
threatened to be made a party to any threatened, pending or completed action or
suit (including any appeal thereof) by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person (i) is or
was a director, Executive Officer, employee or agent of the Corporation, or (ii)
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or by reason of any action alleged to have been taken or not
taken by such director, Executive Officer, employee or agent while acting in any
such capacity, against expenses (including, without limitation, attorneys' fees
and disbursements) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the Corporation. The termination of any such threatened or actual action,
suit or proceeding by judgment, order or settlement, shall not, of


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<PAGE>   16

itself, create a presumption that such director, Executive Officer, employee or
agent did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the Corporation. Nevertheless,
there shall be no indemnification with respect to expenses incurred in
connection with any claim, issue or matter as to which such director, officer,
employee or agent shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of his duty or duties to the Corporation
unless, and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such director or
Executive Officer is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

         (b)      Notwithstanding anything to the contrary in the foregoing
provisions of paragraph (a), the right of a person to indemnification pursuant
to this Section against expenses incurred in connection with any action or suit
in the right of the Corporation commenced by such person shall not give rise to
a right for the advance of such expenses, but such advance of expenses may be
provided by the Corporation in any specific case as permitted by Section 8.5 of
this Article.

         Section 8.3. Absolute Right to Indemnification. To the extent that a
director, Executive Officer, employee or agent of the Corporation, or a
director, Executive Officer, employee or agent of the Corporation serving as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise at the request of the Corporation, shall have
been successful, in any material respect, on the merits or otherwise, (i) in
defending against any threatened or actual action, suit or proceeding to which
he was a party, or (ii) in defending against any claim, issue or matter therein,
then, regardless of whether such threatened or actual action, suit, proceeding,
claim, issue or matter shall have been asserted by or in the name of the
Corporation or a third party, he shall be indemnified by the Corporation against
all expenses (including, without limitation, attorneys' fees and disbursements)
actually and reasonably incurred by him in connection therewith.

         Section 8.4. Determination of Conduct. Any indemnification under this
Article VIII, unless ordered by a court, shall be made by the Corporation only
as authorized in the specific cases upon a determination that indemnification is
proper in the circumstances because the director, Executive Officer, employee or
agent of the Corporation claiming indemnification has been successful, on the
merits or otherwise, in any final adjudication in defending against any
threatened or actual action, suit or proceeding or in defense of any claim,
issue or matter therein or has met the applicable standard of conduct set forth
in Section 8.1 or Section 8.2, as the case may be. Such determination shall be
made (1) by the Board by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding in respect of which
indemnification is sought, or (2) if such quorum is not obtainable, or even if
obtainable a quorum of disinterested directors of the Corporation so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders of
the Corporation.


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         Section 8.5. Advance for Expenses.

                  (a)      Except as provided in Section 8.5(b), the
Corporation, as authorized by the Board, may pay for or reimburse the expenses
incurred by a director, Executive Officer, employee or agent of the Corporation,
or a director, Executive Officer, employee or agent of the Corporation serving
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise at the request of the Corporation, in
defending a proceeding in advance of the final disposition of such proceeding
if: (i) the person seeking an advance for expenses furnishes the Corporation a
written affirmation of his good faith belief that he has met the standard of
conduct set forth in Section 8.1 or Section 8.2, as the case may be, (ii) the
person seeking an advance for expenses furnishes the Corporation a written
undertaking executed personally or on his behalf to repay any advances if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article 8.

                  (b)      In the case of any proceeding involving a director or
an Executive Officer of the Corporation, by reason of the fact that such
Executive Officer or director was or is an officer or director of the
Corporation or was serving as a director, or officer of another corporation,
partnership, joint venture, trust or other enterprise at the Corporation's
request, the Corporation, subject to the provisions of this section, shall
advance promptly as incurred reasonable fees and disbursements of counsel for a
director or Executive Officer for which the Corporation might have to indemnify
such director or Executive Officer, provided (i) the director or Executive
Officer shall otherwise comply with such other requirements of the Corporation
Act or the Articles of Incorporation or these Bylaws as shall be reasonably
requested by the Corporation, including the written affirmation and written
undertaking referenced is Section 8.5(a)(i) & (ii) hereof, and (ii) the director
or Executive Officer shall cause such counsel to cooperate fully in good faith
with such requests as the Corporation or its counsel may reasonably make in
order to endeavor to keep such legal fees and disbursements at the minimum level
consistent with an adequate defense of the director or Executive Officer.

         Section 8.6. Indemnity Not Exclusive. The provision of indemnification
to or the advancement of expenses to any person under this Article 8 or the
entitlement for any reason to indemnification or the advancement of expenses
under this Article 8 shall not be deemed exclusive of any other rights to which
a director, Executive Officer, employee or agent of the Corporation seeking
indemnification may be entitled under any other bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, except as provided in Section 8.11.

         Section 8.7. Accrual of Claims; Continuing Obligation. The
indemnification provided or permitted under this Article 8 shall apply in
respect of any expense, cost, judgment, fine, penalty or amount paid in
settlement, whether or not the claim or cause of action in respect thereof
accrued or arose before or after the effective date of this Article 8. Absent an
express agreement between the Corporation and the indemnified or indemnifiable
person to the contrary, the provision of indemnification to, or the advancement
of expenses to, any person under this Article 8 or any successor provisions or
the entitlement of any reason to indemnification or the advancement of expenses
under this Article VIII shall continue as to a director, Executive Officer,
employee or agent of the Corporation who has ceased to be a director, Executive


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Officer, employee or agent of the Corporation or engaged in any other enterprise
at the request of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such director, officer, employee or agent.

         Section 8.8. Corporate Obligations; Successors. This Article 8 shall be
deemed to create a binding obligation on the part of the Corporation to its
current and former Executive Officers and directors and their heirs,
distributees, executors, administrators and other legal representatives, and
such persons in acting in such capacities shall be entitled to rely on the
provisions of this Article VIII, without giving notice thereof to the
Corporation.

         Section 8.9. Definitions of Certain Terms. For purposes of this Article
8, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; references to "serving at the request of
the Corporation" shall include any service as a director, Executive Officer,
fiduciary, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, Executive Officer, fiduciary, employee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted "in a manner not
opposed to the best interest of the Corporation" as referred to in this Article
8.

         Section 8.10. Insurance. The Corporation shall have power to and may
purchase and maintain insurance on behalf of any director, Executive Officer,
employee or agent of the Corporation who is or was a director, Executive
Officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as a
director, Executive Officer, employee or agent, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article 8 or applicable law.

         Section 8.11. Certain Limitations. Unless ordered by a court or for the
advancement of expenses under Section 8.5(b) hereof, indemnification may not be
made to or on behalf of any director or Executive Officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

                                    ARTICLE 9
                                   AMENDMENTS

         Section 9.1. Amendments Generally.

         (a)      Except as otherwise provided in the Articles of Incorporation,
or by applicable law, the Board, pursuant to the terms of this Article 9, may
amend or repeal any provision of these Bylaws or adopt any new Bylaw.


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         (b)      The Corporation's stockholders, pursuant to the terms of this
Article 9, have the right, in accordance with the voting requirements set forth
in this Article, to amend or repeal any provision of these Bylaws, or to adopt
new Bylaw provisions, even though such provisions may also be adopted, amended
or repealed by the Board.

         Section 9.2. Majority Vote Required for Amendment By Board. Pursuant to
the Articles of Incorporation and subject to Section 9.3 hereof, the Board may
adopt, amend, alter or repeal these Bylaws only by the vote of a majority of the
entire Board.

         Section 9.3. Majority Vote Required for Amendment By Stockholders.
Except as set may otherwise specifically be required by law, the affirmative
vote of the holders of a majority of the combined voting power of the then
outstanding shares of Voting Stock, voting together as a single class shall be
required for the stockholders to adopt, amend, alter or repeal any provision of
the Bylaws. For the purpose of this section, "Voting Stock" shall mean: the
outstanding shares of all classes and series of the Corporation entitled to vote
generally in the election of directors of the Corporation.

                                   ARTICLE 10
                                    OFFICES

         Section 10.1. Principal Place of Business. The principal business
office of the Corporation shall be located in Marietta, Georgia, or such other
place as the Board of Directors may from time to time determine.

         Section 10.2. Registered Office. The address of the initial registered
office of the Corporation shall be 3230 E. Flamingo Road, Suite 156, Las Vegas,
Nevada 89121. The Corporation may change its registered agent or office at any
time by resolution of its Board of Directors filed in accordance with the
provisions of the Nevada Corporation Law.

         Section 10.3. Other Places of Business. The Corporation may also have
offices at such other places, both within and without the State of Nevada, as
the Board of Directors may from time to time determine or the business of the
Corporation may require.



Effective: July 5, 2000


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