EXHIBIT 3.3


                           AMENDED AND RESTATED BYLAWS

                                       OF

                         MICROTEK MEDICAL HOLDINGS, INC.

                                   ARTICLE ONE

                                     Offices

     1.1  Registered   Office  and  Agent.  The  Corporation  shall  maintain  a
registered  office and shall have a registered  agent whose  business  office is
identical with such registered office.

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

                                   ARTICLE TWO

                              Shareholders Meetings

     2.1 Place of Meetings. Meetings of the shareholders may be held on the call
of the  President  at any place  within or  without  the State of Georgia as set
forth in the notice thereof or in the event of a meeting held pursuant to waiver
of  notice,  or if no place is so  specified,  at the  principal  office  of the
Corporation.

     2.2 Annual  Meetings.  The annual meeting of shareholders  shall be held on
such date  following  the  close of the  Corporation's  fiscal  year as shall be
designated by the Board of Directors  for the purpose of electing  Directors and
transacting  any and all business that may properly come before the meeting.  At
the  annual  meetings  of  shareholders,  the  order  of  business  shall  be as
determined by the Chairman of the meeting.

     2.3 Substitute Annual Meeting. In the event that such annual meeting is not
held on the day designated pursuant to Section 2.2, the Board of Directors shall
cause a  meeting  in lieu  thereof  to be  held as soon as  conveniently  may be
thereafter,  and any business transacted or elections held at such meeting shall
be as valid as if  transacted  or held at the annual  meeting.  Such  subsequent
meeting shall be called in the same manner as provided for special shareholders'
meetings.

     2.4 Special Meetings. Special meetings of the shareholders shall be held at
the principal office of the Corporation or at such other place as may designated
in the notice of said  meetings  upon call of the Board of  Directors  or of the
President,  or of the  Secretary  or at the  request  in  writing of two or more
Directors  or of  shareholders  owning at least a  majority  of the  issued  and
outstanding capital stock of the Corporation  entitled to vote thereat. Any such
request shall state the purpose for which the meeting is to be called.


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     2.5 Notice of Meetings.  Unless waived as contemplated in Section 5.2 or by
attendance at the meeting,  either in person or by proxy,  for any purpose other
than to state,  at the  beginning of the meeting,  an objection or objections to
the transaction of business,  a written or printed notice of each  shareholders'
meeting  stating the place,  day and hour of the meeting  shall be delivered not
less than ten (10) days nor more than  sixty (60) days  before the date  thereof
except as may otherwise be required by law, either  personally or by mail, by or
at the,  direction of the  President  or  Secretary or other person  calling the
meeting,  to each shareholder of record entitled to vote at such meeting. In the
case of an annual or substitute  annual meeting,  the notice of the meeting need
not state the purpose or purposes of the meeting  unless the purpose or purposes
constitute a matter which the Georgia  Business  Corporation Code requires to be
stated in the  notice of the  meeting.  In the case of a  special  meeting,  the
notice of meeting  shall state the purpose or purposes  for which the meeting is
called.  When a meeting is adjourned to another time or place,  unless after the
adjournment  the Board fixes a new record date for the adjourned  meeting (which
it must do if the  meeting is  adjourned  to a date more than 120 days after the
date fixed for the  original  meeting),  it shall not be  necessary  to give any
notice of the  adjourned  meeting if the time and place to which the  meeting is
adjourned are announced at the meeting at which the  adjournment is taken and if
at the  adjourned  meeting  business  which  might have been  transacted  on the
original date of the meeting is transacted.

     2.6 Quorum. At all meetings of the shareholders, the presence, in person or
by proxy,  of the holders of more than one half of the votes entitled to be cast
on a manner by a voting group shall constitute a quorum of that voting group for
action on that  matter,  unless a statute,  the Articles of  Incorporation  or a
provision of these Bylaws  provides  otherwise.  Once a share is represented for
any purpose at a meeting,  other than solely to object to holding the meeting or
transacting  business at the meeting,  it is deemed present for quorum  purposes
for the remainder of the meeting and for any  adjournment of that meeting unless
a new record date is set or must be set for that adjourned meeting.  If a quorum
is not present to organize a meeting,  the meeting may be adjourned  pursuant to
Section 2.9.

     2.7 Voting of Shares.  Except as may  otherwise be provided by the Articles
of Incorporation  or by agreement of the  shareholders  pursuant to Section 2.12
hereof,  each  outstanding  share having  voting rights shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.  Voting on
all  matters  shall be by voice vote or by show of hands  unless  any  qualified
voter, prior to the voting on any matter,  demands vote by ballot, in which case
each  ballot  shall state the name of the  shareholder  voting and the number of
shares  voted by him,  and if such ballot be cast by proxy,  it shall also state
the name of such proxy.  Cumulative  voting shall not be permitted.  If a quorum
exists,  action on a matter (other than election of directors) by a voting group
is approved if the votes cast within the voting group favoring the action exceed
the votes cast  opposing  the  action,  unless a  different  vote is required by
statute, by the Articles of Incorporation, or by these Bylaws.

     2.8 Proxies.  A  shareholder  entitled to vote  pursuant to Section 2.7 may
vote in person or by proxy  executed  in  writing by the  shareholder  or by his
attorney-in-fact.  A proxy shall not be valid after  eleven (11) months from the
date of its execution,  unless a longer period is expressly  stated therein.  If
the validity of any proxy is questioned it must be submitted to the Secretary of
the  shareholders  meeting for  examination  or to a proxy  officer or committee



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appointed by the person  presiding at the meeting.  The Secretary of the meeting
or, if appointed,  the proxy officer or committee,  shall determine the validity
or  invalidity  of any proxy  submitted,  and  reference by the Secretary in the
minutes of the meeting to the  regularity  of a proxy shall be received as prima
facie evidence of the facts stated for the purpose of establishing  the presence
of a quorum at such meeting and for all other purposes.

     2.9 Adjournments. Any meeting of the shareholders,  whether or not a quorum
is present,  may be adjourned by the holders of a majority of the voting  shares
represented  at the meeting to reconvene at a specific time and place.  It shall
not be necessary to give any notice of the reconvened meeting or of the business
to be transacted,  if the time and place of the reconvened meeting are announced
at the meeting  which was  adjourned,  except as may  otherwise  be specified in
these Bylaws,  including Section 2.5. At any such reconvened  meeting at which a
quorum is  represented  or present,  any business may be transacted  which could
have been transacted at the meeting which was adjourned.

     2.10  Action of  Shareholders  Without a Meeting.  Subject to such  further
conditions as may be required by law, any action which may be taken at a meeting
of the  shareholders  may be taken  without a meeting if a written  approval and
consent,  setting  forth the action  authorized,  shall be signed by each of the
shareholders  entitled  to vote on the date on which the last  such  shareholder
signs such approval and consent and upon the filing of such approval and consent
with the officer of the  Corporation  having  custody of its books and  records.
Such  approval  and  consent so filed  shall have the same effect as a unanimous
vote  of the  shareholders  at a  special  meeting  called  for the  purpose  of
considering the action authorized.

     2.11 List of Shareholders.  A complete list of the shareholders entitled to
vote at an ensuing meeting of shareholders  arranged in alphabetical  order with
the address of, and the number and class and  series,  if any, of voting  shares
held by each  shall  be  prepared  by the  Secretary,  or other  officer  of the
Corporation  having charge of the stock  ledger,  and shall be produced and kept
open at the time and place of the  meeting  and  during  the whole  time of said
meeting shall be open to the examination of any shareholder. If the requirements
of this section have not been substantially complied with, the meeting shall, on
the reasonable  demand of any  shareholder  in person or by proxy,  be adjourned
until the requirements are complied with. If no such demand is made,  failure to
comply with the  requirements  of this section  shall not affect the validity of
any action taken at such meeting.

     2.12 Shareholder  Agreements.  In addition to those shareholder  agreements
authorized by Official Code of Ga. Ann. ss. 14-2-627,  the holders of all or any
portion of the outstanding and issued stock of the Corporation may enter into an
agreement or agreements  among  themselves,  and the Corporation  also, if it so
elects,  or between a single  shareholder  and the  Corporation if it so elects,
concerning  the  transferability  of the  stock  of the  Corporation,  and  such
agreement,  where not otherwise contrary to law, shall be effective to establish
the conditions of and methods of transferability of the stock of the Corporation
to the extent attempted by said agreement.

     2.13 Advance Notice of Shareholder  Nominations and Proposals.  Nominations
of persons for election to the Board of Directors  and  proposals of business to
be  transacted  by  the  shareholders  may  be  made  at an  annual  meeting  of
shareholders  (a)  pursuant to the  Corporation's  notice  with  respect to such


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meeting,  (b) by or at the  direction of the Board of  Directors,  or (c) by any
shareholder of record of the  Corporation who was a shareholder of record at the
time of the giving of the notice provided for in the following paragraph, who is
entitled to vote at the meeting and who has complied with the notice  procedures
set forth in this Section.

     For  nominations or other business to be properly  brought before an annual
meeting by a shareholder pursuant to clause (c) of the foregoing paragraph,  (1)
the  shareholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary of the  Corporation,  (2) such  business  must be a proper  matter for
shareholder  action  under the Georgia  Business  Corporation  Code,  (3) if the
shareholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made,  indicates  that such  shareholder  or beneficial  owner has
solicited or intends to solicit  proxies,  such  shareholder or beneficial owner
must, in the case of a proposal,  have  delivered a proxy  statement and form of
proxy to holders of at least the percentage of the  Corporation's  voting shares
required under  applicable law to carry any such proposal,  or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation's  voting shares reasonably  believed
by such  shareholder or beneficial  holder to be sufficient to elect the nominee
or nominees  proposed to be nominated by such  shareholder,  and must, in either
case,  have included in such notice to the Company the proxy  statement and form
of  proxy  utilized  or  to  be  utilized  by  such  person,  and  (4)  if  such
shareholder's  notice fails to indicate  that such  shareholder,  or  beneficial
owner on whose behalf any such proposal or nomination is made,  has solicited or
intends to solicit proxies with respect to any proposal or nomination being made
by such  shareholder or beneficial  owner,  the shareholder or beneficial  owner
proposing  such  business  or  nomination  must  not  have  solicited,  and must
represent  that he, she or it will not  solicit,  proxies  for such  proposal or
nomination.  To be timely,  a  stockholder's  notice  shall be  delivered to the
Secretary at the principal  executive  offices of the  Corporation not less than
ninety  (90) nor more than one  hundred  twenty  (120)  days  prior to the first
anniversary  (the  "Anniversary")  of the date on which  the  Corporation  first
mailed  its  proxy  materials  for  the  preceding   year's  annual  meeting  of
shareholders;  provided,  however,  that if the date of the  annual  meeting  is
advanced more than thirty (30) days prior to or delayed by more than thirty (30)
days after the anniversary of the preceding year's annual meeting, notice by the
shareholder  to be  timely  must be so  delivered  not  later  than the close of
business on the later of (i) the 90th day prior to such  annual  meeting or (ii)
the 10th day following the day on which public  announcement of the date of such
meeting is first made. Such stockholder's  notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or reelection as a
director  all  information  relating  to such  person as would be required to be
disclosed  in  solicitations  of proxies for the  election  of such  nominees as
directors pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), and shall contain such person's written consent
to serve  as a  director  if  elected;  (b) as to any  other  business  that the
shareholder  proposes to bring before the meeting,  a brief  description of such
business,  the  reasons  for  conducting  such  business  at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made; (c) as to the  shareholder  giving
the notice and the beneficial  owner,  if any, on whose behalf the nomination or
proposal  is made (i) the  name and  address  of such  shareholder,  and of such
beneficial owner, as they appear on the Corporation's  books, (ii) the class and
number of shares of the Corporation that are owned beneficially and of record by
such  shareholder and such beneficial  owner, and (iii) whether such shareholder
or beneficial  owner has  delivered or intends to deliver a proxy  statement and
form of proxy to holders of, in the case of a proposal,  at least the percentage


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of the  Corporation's  voting shares required under  applicable law to carry the
proposal or, in the case of a nomination or nominations,  a sufficient number of
holders of the Corporation's voting shares to elect such nominee or nominees.

     Only persons  nominated in accordance with the procedures set forth in this
Section  2.13 shall be eligible  to serve as  directors  and only such  business
shall be  conducted  at an annual  meeting  of  shareholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section.  The  chairman  of the  meeting  shall  have the  power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting  has been  made in  accordance  with the  procedures  set forth in these
Bylaws and, if any proposed  nomination  or business is not in  compliance  with
these Bylaws,  to declare that such  defective  proposed  business or nomination
shall  not be  presented  for  shareholder  action at the  meeting  and shall be
disregarded.

     Only such business shall be conducted at a special  meeting of shareholders
as shall have been  brought  before the meeting  pursuant  to the  Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special  meeting of  shareholders  at which directors are to be
elected  pursuant  to  the  Corporation's  notice  of  meeting  (a) by or at the
direction of the Board or (b) by any  shareholder  of record of the  Corporation
who is a shareholder  of record at the time of giving of notice  provided for in
this  paragraph,  who shall be entitled to vote at the meeting and who  complies
with the  notice  procedures  set forth in this  Section  2.13.  Nominations  by
shareholders  of persons for election to the Board may be made at such a special
meeting of  shareholders  if the  stockholder's  notice  required  by the second
paragraph  of this  Section  2.13 shall be  delivered  to the  Secretary  at the
principal  executive  offices  of the  Corporation  not later  than the close of
business on the later of the 90th day prior to such special  meeting or the 10th
day following the day on which public  announcement is first made of the date of
the special  meeting and of the nominees  proposed by the Board to be elected at
such meeting.

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

     Notwithstanding   the   foregoing   provisions  of  this  Section  2.13,  a
shareholder  must also comply with all applicable  requirements  of the Exchange
Act and the rules and  regulations  thereunder with respect to matters set forth
in this Section 2.13. Nothing in this Section 2.13 shall be deemed to affect any
rights of  shareholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.


                                  ARTICLE THREE

                             The Board of Directors

     3.1 General Powers.  The business and affairs of the  Corporation  shall be
managed by the Board of  Directors.  In  addition  to the  powers and  authority
expressly conferred upon it by these Bylaws, the Board of Directors may exercise


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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,  Election  and Term of Office.  Unless  Georgia  law permits a
lesser number, the number of Directors of the Corporation shall be not less than
three  (3) nor  more  than  twenty  (20),  the  precise  number  to be  fixed by
resolution  of the  shareholders  or the Board of  Directors  from time to time,
except that the initial  number of the Board of Directors  shall be fixed by the
Articles of  Incorporation  and remain effective until modified by resolution of
the  shareholders or the Board of Directors.  Except as provided in Section 3.4,
the Directors  shall be elected by plurality  vote of the shares  represented at
the annual  meeting.  Each Director,  except in the case of death,  resignation,
retirement,  disqualification or removal,  shall serve until the next succeeding
annual meeting and until his successor shall have been elected and qualified.

     3.3 Removal.  Any Director may be removed from office with or without cause
by the  affirmative  vote  of the  holders  of a  majority  of  the  issued  and
outstanding shares entitled to vote at an election of Directors.  Removal action
may be taken at any  shareholders'  meeting with respect to which notice of such
purpose has been given, and a removed Director's successor may be elected at the
same meeting to serve the unexpired term.

     3.4 Vacancies.  Vacancies,  including vacancies resulting from any increase
in the number of Directors,  but not including  vacancies resulting from removal
from office by the  shareholders,  may be filled by a majority of the  Directors
then in office, though less than a quorum, or by a sole remaining Director,  and
a Director so chosen shall hold office until the next annual  election and until
his successor is duly elected and qualified,  unless sooner displaced.  If there
are no Directors in office,  then vacancies shall be filled through  election by
the shareholders.

     3.5  Compensation.  Directors  may  receive  such  compensation  for  their
services as  Directors as may from time to time be fixed by vote of the Board of
Directors (or any duly constituted  committee  thereof) or the  shareholders.  A
Director  may also  serve  the  Corporation  in a  capacity  other  than that of
Director and receive compensation,  as determined by the Board of Directors, for
services rendered in that other capacity.

     3.6  Chairman.  The Board of  Directors  may elect one of the  Directors as
Chairman of the Board by majority  vote.  The term of the Chairman  shall be the
same as the term of the Director.  The Chairman shall preside at all meetings of
the Board of  Directors  and shall have such other  duties as the Board may from
time to time prescribe.

                                  ARTICLE FOUR

                       Meetings of the Board of Directors

     4.1 Regular Meetings.  A regular meeting of the Board of Directors shall be
held  immediately  after each annual meeting of the  shareholders or any meeting
held in lieu thereof.  In addition,  the Board of Directors  may schedule  other


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meetings to occur at regular intervals throughout the year.

     4.2 Special  Meetings.  Special  meetings of the Board of Directors  may be
called by or at the request of the President, or in his absence by the Secretary
of the Corporation, or by any two Directors in office at that time.

     4.3 Place of  Meetings.  Directors  may hold  their  meetings  at any place
within or without the State of Georgia as the Board of  Directors  may from time
to time  establish  for  regular  meetings  or as is set forth in the  notice of
special  meetings  or,  in the  event of a meeting  held  pursuant  to waiver of
notice, as may be set forth in the waiver.

     4.4 Notice of  Meetings.  No notice  shall be  required  for any  regularly
scheduled  meeting  of  the  Directors  of the  Corporation.  Unless  waived  as
contemplated  in Section 5.2, the President or Secretary of the  Corporation  or
any Director  thereof shall give notice to each Director of each special meeting
stating the time and place of the meeting. Such notice shall be given by mailing
a notice of the meeting at least four (4) days  before the date of the  meeting,
or by telephone,  telegram,  cablegram,  facsimile or personal delivery at least
twenty-four (24) hours before the date of the meeting. Notice shall be deemed to
have been given by  telegram or  cablegram  at the time notice is filed with the
transmitting  agency.  Attendance  by a Director at a meeting  shall  constitute
waiver of notice of such  meeting,  except  where the  Director  states,  at the
beginning of the meeting,  his  objection or objections  to the  transaction  of
business at the meeting.

     4.5 Quorum. At meetings of the Board of Directors, the presence of at least
one-half  (1/2) of the  Directors  then in  office  (but  not less  than two (2)
Directors unless Georgia law otherwise permits) shall be necessary to constitute
a quorum for the transaction of business.

     4.6 Vote Required for Action.  Except as otherwise provided in this section
or by law, the act of a majority of the Directors  present at a meeting at which
a quorum is  present  at the time  shall be the act of the  Board of  Directors.
Adoption,  amendment and repeal of a Bylaw is provided for in Article  Eleven of
these  Bylaws.  Vacancies in the Board of Directors may be filled as provided in
Section 3.4 of these Bylaws.

     4.7 Action by Directors Without a Meeting. Any action required or permitted
to be taken at any  meeting  of the Board of  Directors  may be taken  without a
meeting if a written  consent  thereto  shall be signed by all the Directors and
such written  consent is filed with the minutes of the proceedings of the Board.
Such  consent  shall have the same force and effect as a  unanimous  vote of the
Board of Directors.

     4.8 Telephone Conference Calls. Unless otherwise prohibited by the Articles
of Incorporation, members of the Board of Directors, or any committee designated
by such Board,  may participate in a meeting of such Board or committee by means
of conference  telephone or similar  communications  equipment by means of which
all persons  participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 4.8 shall constitute presence in person at
such meeting.



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     4.9  Presumption  of Assent.  A Director who is present at a meeting of the
Board of  Directors  shall be presumed to have  concurred in any action taken at
the meeting, unless he objects at the beginning of the meeting (or promptly upon
his  arrival)  to holding  the meeting or  transacting  any  business at it, his
dissent or  abstention  from the action is entered in the minutes of the meeting
or unless he submits his written dissent or abstention to the presiding  officer
of the  meeting  before  adjournment  or to the  corporation  immediately  after
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who, being present at the meeting, voted for such action.

     4.10  Committees.  The Board of Directors may by  resolution  passed by the
majority  of the whole  board,  designate  from  among its  members  one or more
committees,  each committee to consist of one or more  Directors.  The Board may
designate one or more Directors as alternate  members of any committee,  who may
replace any absent member at any meeting of such committee.  Any such committee,
to the extent provided in the resolution, shall have and may exercise all of the
authority  of the Board of  Directors  in the  managements  of the  business and
affairs of the Corporation,  except that it shall have no authority with respect
to (1) amending the Articles of  Incorporation  or these Bylaws;  (2) adopting a
plan of  merger  or share  exchange;  (3) the  sale,  lease,  exchange  or other
disposition  of all or  substantially  all of the  property  and  assets  of the
Corporation;  and (4) a voluntary dissolution of the Corporation or a revocation
thereof.  Such  committee or committees  shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.  A
majority of each  committee  may  determine  its action and may fix the time and
place of its meetings, unless otherwise provided by the Board of Directors. Each
committee  shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.

                                  ARTICLE FIVE

                                Notice and Waiver

     5.1  Procedure.  Whenever  these Bylaws  require  notice to be given to any
shareholder or Director, the notice shall be given as prescribed in Sections 2.5
or 4.4 for any shareholder or Director,  respectively.  Whenever notice is given
to a shareholder or Director by mail, the notice shall be sent  first-class mail
(except  that if this  Corporation  has more  than 500  shareholders  of  record
entitled to vote at a meeting, notice may be given by a class of mail other than
first  class  mail  provided  that the notice of the  meeting  is  mailed,  with
adequate postage prepaid,  not less than thirty (30) days before the date of the
meeting)  by  depositing  the same in a post  office or letter  box in a postage
prepaid sealed envelope  addressed to the shareholder or Director at his address
as it appears on the books of the  Corporation,  and such notice shall be deemed
to have been given at the time the same is deposited in the United States mail.

     5.2 Waiver.  Notice of a meeting  need not be given to any  shareholder  or
Director who signs a waiver of such notice, in person or by proxy, either before
or after the  meeting.  Unless  otherwise  required  by law or by these  Bylaws,
neither the business transacted nor the purpose of the meeting need be specified
in the waiver.  Attendance  of a  shareholder  or  Director  at a meeting  shall
constitute  a  waiver  of  notice  of such  meeting  and  waiver  of any and all


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objections to the place of the meeting,  the time of the meeting,  or the manner
in which it has been  called  or  convened,  except  when  such  shareholder  or
Director  attends  such  meeting  solely  for the  purpose  of  stating,  at the
beginning of the meeting, any such objection or objections to the transaction of
business.

                                   ARTICLE SIX

                                    Officers

     6.1 Number.  The Executive Officers of the Corporation shall consist of the
President,  one or more Vice Presidents as determined or designated by the Board
of  Directors,  a Secretary and a Treasurer.  The Board of Directors  shall from
time to time create and establish the duties of such other officers and elect or
provide for the  appointment of such other officers or assistant  officers as it
deems  necessary  for  the  efficient  management  of the  Corporation,  but the
Corporation  shall not be required to have at any time any officers other than a
President,  Secretary and Treasurer.  Any two or more offices may be held by the
same person, except the offices of President and Secretary.

     6.2 Election and Term. All Executive Officers shall be elected by the Board
of  Directors  and shall serve at the will of the Board of  Directors  and until
their  successors  have been elected and have  qualified or until their  earlier
death, resignation, removal, retirement or disqualification.

     6.3  Compensation.  The  compensation  of  all  Executive  Officers  of the
Corporation shall be fixed by the Board of Directors.

     6.4 Removal.  Any officer  elected by the Board of Directors may be removed
by the Board of  Directors  at any meeting  with respect to which notice of such
purpose has been given to the members thereof.

     6.5 Powers and Duties. The Executive Officers of the Corporation shall each
have such powers and duties as generally pertain to their respective offices, as
well as such  powers  and  duties as from time to time may be  conferred  by the
Board of  Directors.  The  Vice  President  or Vice  Presidents,  the  Assistant
Secretary  or Assistant  Secretaries  and the  Assistant  Treasurer or Assistant
Treasurers shall, in the order of their respective  seniorities,  in the absence
or disability of the President,  Secretary or Treasurer,  respectively,  perform
the duties of such offices and shall generally  assist the President,  Secretary
or Treasurer, respectively.

     Without limitation upon any of the foregoing:

          (a) The President shall be the chief executive and operational officer
     of the Corporation and shall have general supervision of the affairs of the
     Corporation  and full control of and  responsibility  for said affairs.  He
     shall  preside at the  meetings  of  shareholders  and  (unless a different
     Chairman shall be elected by the Board of Directors) at the meetings of the
     Board of Directors.



                                       9
<PAGE>



          (b) The  Secretary  shall issue  notices  for and keep  minutes of all
     corporate  meetings and shall have charge of the corporate  seal and of all
     corporate books, stock books and other like records of the Corporation.

          (c) The  Treasurer  shall have custody and control of all funds and of
     all financial records of the Corporation.

     6.6 Additional Powers and Duties.  In addition to the foregoing  especially
enumerated powers and duties, the several officers of the Corporation shall have
such other powers and duties as are provided for them in these Bylaws or as may,
from time to time,  be  prescribed  by the Board of Directors or the Chairman of
the Board.

     6.7 Bonds.  The Board of Directors may by resolution  require any or all of
the  officers,  agents or  employees  of the  Corporation  to give  bonds to the
Corporation,  with  sufficient  surety or sureties,  conditioned on the faithful
performance  of the  duties of their  respective  offices or  positions,  and to
comply  with such other  conditions  as may from time to time be required by the
Board of Directors.

     6.8 Voting  Securities of the Corporation.  Unless otherwise ordered by the
Board of Directors,  the President shall have full power and authority on behalf
of the  Corporation  to  attend  and to act and vote at a  meeting  of  security
holders of corporations in which the  Corporation  may hold  securities,  and at
such  meeting  shall  possess  and may  exercise  any and all  rights and powers
instant to the ownership of such  securities  which the  Corporation  might have
possessed and  exercised if it had been  present.  The Board of Directors may by
resolution  from  time to time  confer  like  powers  upon any  other  person or
persons.

                                  ARTICLE SEVEN

                                    Dividends

     7.1 Declaration and Payment of Dividends.  Dividends upon the capital stock
of the  Corporation,  subject to the  provisions,  if any,  of the  Articles  of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special meeting, pursuant to law and with due regard to the Official Code of Ga.
Ann.ss.14-2-640. Dividends may be paid in cash, in property, or in shares of the
Corporation's  capital  stock,  subject to the  provisions  of the  Articles  of
Incorporation.

     7.2  Reserves.  Before  the  payment of any  dividend  or the making of any
distribution  of  profit,  there  may be set  aside  out  of  any  funds  of the
Corporation  such sums,  if any, as the Board of Directors  from time to time in
its absolute discretion deems proper as a reserve fund to meet contingencies, to
pay and discharge indebtedness,  or to fulfill other purposes which the Board of
Directors shall deem to be in the best interest of the Corporation.



                                       10
<PAGE>

                                  ARTICLE EIGHT

                                     Shares

     8.1  Authorization  and  Issuance of Shares.  The par value and the maximum
number  of  shares of any  class of the  Corporation  which  may be  issued  and
outstanding  shall  be as set  forth  from  time  to  time  in the  Articles  of
Incorporation  of the  Corporation.  The  Board of  Directors  may  increase  or
decrease the number of issued and outstanding  shares of the Corporation  within
the  maximum  authorized  by the  Articles  of  Incorporation  and  the  minimum
requirements of the Articles or Georgia law.

     8.2 Share Certificates.  Interest of each shareholder shall be evidenced by
a certificate or certificates representing shares of the Corporation which shall
be in such  form as the  Board  of  Directors  may  from  time to time  adopt in
accordance with Georgia law. Share certificates shall be consecutively numbered,
shall be in registered  form,  and shall indicate the date of issue and all such
information shall be entered on the Corporation's  books. Each certificate shall
be  signed  by the  President,  or  other  chief  executive  officer,  or a Vice
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the Corporation or a facsimile thereof;  provided,  however,  that where
such  certificate  is signed by a transfer  agent,  or registered by a registrar
other  than the  Corporation  itself  or an  employee  of the  Corporation,  the
signature of any such officer may be facsimile.  In case any officer or officers
who shall have signed or whose  facsimile  signature shall have been placed upon
share  certificate  shall  have  ceased  for any  reason to be such  officer  or
officers of the Corporation before such certificate is issued,  such certificate
may be  issued  by the  Corporation  with the same  effect  as if the  person or
persons who signed such certificate or whose facsimile signature shall have been
used thereon had not ceased to be such officer or officers.

     8.3 Rights of Corporation with Respect to Registered  Owners.  Prior to due
presentation  for transfer or  registration  of its shares,  the Corporation may
treat the registered owner of the shares as the person  exclusively  entitled to
vote such shares, to receive any dividend or other  distribution with respect to
such shares,  and for all other purposes and the Corporation  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 law.

     8.4 Transfers of Shares.

          (a)  Transfers of shares shall be made upon the transfer  books of the
     Corporation,  kept  at the  office  of the  transfer  agent  designated  to
     transfer  the  shares,  only  upon  direction  of the  person  named in the
     certificate,  or by an attorney lawfully constituted in writing; and before
     a new certificate is issued,  the old certificate  shall be surrendered for
     cancellation  or, in the case of a  certificate  alleged to have been lost,
     stolen,  or destroyed,  the provisions of Section 8.5 of these Bylaws shall
     have been complied with.



                                       11
<PAGE>

          (b) With  respect  to any  securities  of this  Corporation  issued in
     reliance  on the  exemption  from  registration  provided by  Regulation  S
     ("Regulation  S ") of the  Securities  Act of 1933 (the  "1933  Act"),  the
     Corporation shall refuse to register any transfer of such securities of the
     Corporation not made in accordance  with  Regulation S; provided,  however,
     that if foreign law  prevents  the  Corporation  from  refusing to register
     securities  transfers,  the Corporation  shall  implement other  reasonable
     procedures,  including,  without limitation,  placement of a legend on such
     securities  of the  Corporation  to the effect that  transfer is prohibited
     except in  accordance  with the  provisions of Regulation S, to prevent any
     transfer of such  securities of the Corporation not made in accordance with
     the provisions of Regulation S.

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

     8.6 Fixing of Record  Date.  For the  purpose of  determining  shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose,  the Board
of Directors  may fix in advance a date as the record date,  such date to be not
more than 70 days (and in the case of a shareholders  meeting,  not less than 10
days)  prior  to the  date  on  which  the  particular  action,  requiring  such
determination of shareholders, is to be taken.

     8.7 Record Date if None Fixed.  If no record date is fixed,  as provided in
Section  8.6 of these  Bylaws,  then the record  date for any  determination  of
shareholders  which may be proper or required by law, shall be the date on which
notice is mailed, in the case of a shareholders'  meeting; the date on which the
Board of Directors approves a resolution declaring a dividend,  in the case of a
payment of a dividend;  and the date on which any other action, the consummation
of which requires a determination of shareholders, is to be taken.

     8.8 Transfer Agent and Registrar. The Board of Directors may appoint one or
more transfer agents and one or more transfer clerks and one or more registrars,
and may require all certificates of stock to bear the signature or signatures of
any of them.

     8.9 Fair  Price  Requirements.  In  accordance  with  Official  Code of Ga.
Ann.ss.14-21113,  this  Corporation has elected that all of the  requirements of
Part  2 of  Article  11 of  the  Georgia  Business  Corporation  Code  shall  be
applicable to this Corporation.

     8.10 Business Combinations with Interested Stockholders. In accordance with
Official Code of Ga. Ann.ss.14-2-1133,  this Corporation has elected that all of
the  requirements  of Part 3 of Article 11 of the Georgia  Business  Corporation
Code shall be applicable to this Corporation.



                                       12
<PAGE>



                                  ARTICLE NINE

                     Indemnification and Interested Parties

     9.1 Basis for Indemnification.

          (a)  Subject  to the  conditions  set  forth  in  Section  9.2 of this
     Article,  the Corporation  shall indemnify and hold harmless any person who
     was or is a party or is  threatened  to be made a party to any  threatened,
     pending or completed action, suit or proceeding,  whether civil,  criminal,
     administrative or investigative (other than an action by or in the right of
     the  Corporation),  by  reason  of the fact  that he is or was a  Director,
     officer, employee or agent of the Corporation,  or is or was serving at the
     request  of the  Corporation  as a  Director,  officer,  partner,  trustee,
     employee  or agent of  another  corporation,  partnership,  joint  venture,
     trust,  employee  benefit  plan  or  other  enterprise,   against  expenses
     (including,  without  limitation,  attorneys' fees),  judgments,  fines and
     amounts  paid in  settlement  actually  and  reasonably  incurred by him in
     connection with such action, suit or proceeding.

          (b)  Subject  to the  conditions  set  forth  in  Section  9.2 of this
     Article,  the Corporation  shall indemnify and hold harmless any person who
     was or is a party or is  threatened  to be made a party to any  threatened,
     pending or completed  action or suit by or in the right of the  Corporation
     to procure a judgment  in its favor by reason of the fact that he is or was
     a Director,  officer, employee or agent of the Corporation,  or is or was a
     Director,   officer,   partner,  trustee,  employee  or  agent  of  another
     Corporation,  partnership,  joint venture,  trust, employee benefit plan or
     other  enterprise,   against  expenses   (including,   without  limitation,
     attorneys' fees) actually and reasonably incurred by him in connection with
     the  defense  or  settlement  of  such  action  or  suit;  except  that  no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to  which  such  person  shall  have  been  adjudged  to be  liable  to the
     Corporation,  or subjected to injunctive relief in favor of the Corporation
     (1) for any  appropriation,  in  violation  of his duties,  of any business
     opportunity  of the  Corporation,  (2) for acts or omissions  which involve
     intentional  misconduct or a knowing violation of law, (3) for the types of
     liability set forth in the Official Code of Ga. Ann. ss.  14-2-832,  or (4)
     for any transaction  from which he received an improper  personal  benefit,
     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 person
     is fairly and  reasonably  entitled to such expenses  which the court shall
     deem proper.

     9.2 Right to  Indemnification.  To the  extent  that a  Director,  officer,
employee or agent has been  successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in Section 9.1 of this Article, or
in the defense of any claim,  issue or matter  therein,  he shall be indemnified
against expenses (including,  without limitation,  attorneys' fees) actually and
reasonably  incurred by him in connection  therewith.  Except as provided in the
preceding sentence and except as may be ordered by a court, any  indemnification
under Section 9.1 of this Article in favor of any person other than a present or
former  Director  of the  Corporation  (indemnification  of a present  or former
Director of the  Corporation not being subject to the conditions of this Section


                                       13
<PAGE>



9.2) shall be made by the  Corporation  only as  authorized in the specific case
upon a  determination  that  indemnification  of such person is proper under the
circumstances because such person acted in a manner 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 no  reasonable  cause to believe  his
conduct  was  unlawful.  Determination  of any  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 the person did not
act 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. Such
determination  shall  be  made  either  by the  Board  of  Directors  (or a duly
constituted  committee  thereof) or in the manner specified by the Official Code
of Ga. Ann. ss. 14-2-855(b).

     9.3  Expenses.   Expenses   (including,   without  limitation,   reasonable
attorneys'  fees)  incurred in  defending a civil or  criminal  action,  suit or
proceeding may be paid (and, in the case of a present or former  Director of the
Corporation,  shall  be  paid)  by the  Corporation  in  advance  of  the  final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors  generally  or as to a  specific  case or as to a  specific  person or
persons  (designated  by name,  title or class of persons),  upon receipt by the
Corporation  of  (a) a  written  undertaking  executed  by or on  behalf  of the
Director,  officer,  partner, trustee, employee or agent to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  Corporation as authorized by this Article 9, and (b) such person  furnishes
to the  Corporation  a written  affirmation  of his good faith  belief  that his
conduct does not constitute behavior of the kind described in causes (1) through
(4) of Section 9.2(b) of this Article.

     9.4 Non-exclusivity.  The provisions for indemnification and advancement of
expenses  provided by this Article 9 shall not be deemed  exclusive of any other
rights,  in respect of  indemnification  or  otherwise,  to which those  seeking
indemnification  may be  entitled  under any  bylaw,  resolution,  agreement  or
contract,  either  specifically  or in general terms approved by the affirmative
vote of the holders of a majority of the shares  entitled to vote thereon  taken
at a  meeting  the  notice  of which  specified  that  such  bylaw,  resolution,
agreement or contract would be placed before the shareholders, both as to action
by a Director,  officer,  employee or agent in his  official  capacity and as to
action in another capacity while holding such office or position, except that no
such other rights, with respect to indemnification or otherwise, may be provided
or granted with respect to the liability of any Director,  officer,  employee or
agent in  respect  of any  claim,  issue or  matter as to which  such  person is
adjudged to be liable to the Corporation,  or subjected to injunctive  relief in
favor of the Corporation, for (a) any appropriation, in violation of his duties,
of any business opportunity of the Corporation,  (b) for acts or omissions which
involve intentional  misconduct or a knowing violation of law, (c) for the types
of liability set forth in the Official Code of Ga. Ann. ss. 14-2-832, or (d) for
any transaction from which he received an improper personal benefit.

     9.5 Insurance.

          (a) The Corporation  may purchase and maintain  insurance on behalf of
     any  person who is or was a  Director,  officer,  employee  or agent of the
     Corporation,  or is or was serving at the request of the  Corporation  as a


                                       14
<PAGE>



     Director,   officer,   partner,  trustee,  employee  or  agent  of  another
     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 such, whether
     or not the  Corporation  would have the power to indemnify him against such
     liability under the provisions of this Article 9.

          (b)  If  any   expenses   or  other   amounts   are  paid  by  way  of
     indemnification,  otherwise  than by  action by the  shareholders  or by an
     insurance carrier pursuant to insurance maintained by the Corporation,  the
     Corporation  shall, not later than the next annual meeting of shareholders,
     report  the  indemnification  to its  shareholders  of  record  at the time
     entitled to vote for the election of Directors.

     9.6 Right to  Participate  in Defense.  As a condition to any such right of
indemnification,  or to receive  advancement  of expenses,  in any action by any
third party,  the Corporation may require that it be permitted to participate in
the defense of any such action or proceeding through legal counsel designated by
the Corporation and at the expense of the Corporation.

     9.7 Continuation of Right of Indemnification. The rights to indemnification
and  advancement  of  expenses   provided  in  this  Article  9  shall  continue
notwithstanding  that a  person  who  would  otherwise  have  been  entitled  to
indemnification  or  advancement of expenses  hereunder  shall have ceased to be
Director,  officer,  employee  or agent,  and shall  inure to the benefit of the
heirs, executors and administrators of such persons.

     9.8 Severability.  It is the intention of the Corporation that this Article
9 and the indemnification  rights provided hereunder shall extend to the maximum
indemnification  possible  under the laws of the State of Georgia and if any one
or more words, phrases, clauses, sentences, or sections of this Article 9 should
be held  unenforceable for any reason,  the remaining portions of this Article 9
shall remain in full force and effect.

     9.9 Interested Directors and Officers.

          (a) No contract or transaction between the Corporation and one or more
     of its  Directors or  officers,  or between the  Corporation  and any other
     corporation,  partnership,  association, or other organization in which one
     or more of its Directors or officers are  Directors or officers,  or have a
     financial  interest,  shall be void or voidable  solely for the reason,  or
     solely because the Director or officer is present at or participates in the
     meeting of the Board of Directors or committee thereof which authorizes the
     contract or  transaction,  or solely because his or their votes are counted
     for such purpose, if:

               (1) The material  facts as to his interest and as to the contract
          or  transaction  are  disclosed  or  are  known  to the  Board  or the
          committee,  and the Board or  committee in good faith  authorizes  the
          contract or transaction by the affirmative  votes of a majority of the
          disinterested  Directors,  even though the disinterested  Directors be
          less than a quorum; or



                                       15
<PAGE>



               (2) The material  facts as to his interest and as to the contract
          or transaction are disclosed or are known to the shareholders entitled
          to vote  thereon,  and the  contract or  transaction  is  specifically
          approved or ratified in good faith by vote of such shareholders; or

               (3) The contract or transaction is fair as to the  Corporation as
          of the time it is  authorized,  approved or  ratified by the Board,  a
          committee thereof, or the shareholders.

          (b) Interested Directors may be counted in determining the presence of
     a quorum at a meeting of the Board or committee  thereof  which  authorizes
     the contract or transaction.

                                   ARTICLE TEN

                                  Miscellaneous

     10.1  Inspection  of Books and Records.  The Board of Directors  shall have
power to determine which accounts, books and records of the Corporation shall be
open  to  the  inspection  of  shareholders,  except  such  as  may  by  law  be
specifically  open to inspection,  and shall have power to fix reasonable  rules
and  regulations  not in conflict with the  applicable law for the inspection of
accounts,  books and records  which by law or by  determination  of the Board of
Directors shall be open to inspection.

     10.2 Fiscal Year.  The Board of Directors is  authorized  to fix the fiscal
year of the  Corporation  and to  change  the same from time to time as it deems
appropriate,  but unless otherwise so determined shall begin on the first day of
January in each year and shall end on the last day of December in the same year.

     10.3 Seal.  The seal of the  Corporation  shall  consist  of an  impression
bearing the name of the Corporation around the perimeter and the word "Seal" and
such  other  information,  including  the year of  incorporation,  in the center
thereof as is desired. In lieu thereof, the Corporation may use an impression or
writing  bearing the words  "CORPORATE  SEAL" enclosed in parentheses or scroll,
which shall also be deemed the seal of the Corporation.

     10.4 Annual Statements.  Not later than four months after the close of each
fiscal year, and in any case prior to the next annual  meeting of  shareholders,
the Corporation  shall prepare (a) a balance sheet showing in reasonable  detail
the financial  condition of the  Corporation as of the close of its fiscal year,
and (b) an earnings  statement  showing the results of its operations during its
fiscal year. Upon receipt of written  request,  the  Corporation  promptly shall
mail to any  shareholder  of record a copy of the most recent such balance sheet
and profit and loss statement.

     10.5  Execution  of  Documents.  No  attestation  by  the  Secretary  or an
Assistant Secretary shall be necessary to make any contract; conveyance or other
document  valid and legally  binding which has been executed by and on behalf of
the  Corporation  by an officer or officers  thereunto  duly  authorized  in the
manner provided for in these Bylaws.



                                       16
<PAGE>



                                 ARTICLE ELEVEN

                                   Amendments

     11.1 Power to Amend Bylaws.  The Board of Directors shall have the power to
alter,  amend or repeal these Bylaws or adopt new Bylaws, but any Bylaws adopted
by the Board of Directors  may be altered,  amended or repealed,  and new Bylaws
adopted,  by the shareholders.  The shareholders may prescribe that any Bylaw or
Bylaws adopted by them shall not be altered, amended or repealed by the Board of
Directors.

     11.2 Conditions.  Action taken by the  shareholders  with respect to Bylaws
shall be taken by an  affirmative  vote of a majority of all shares  entitled to
elect Directors and present at a duly convened  shareholders meeting, and action
by the  Board  of  Directors  with  respect  to  Bylaws  shall  be  taken  by an
affirmative vote of a majority of all Directors then holding office.









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