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                             THE ENSTAR GROUP, INC.

                                     BYLAWS



                                   ARTICLE I

                                  SHAREHOLDERS

         Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
this Corporation for the election of directors, and for the transaction of such
other business as may properly come before the meeting, shall be held at the
principal business office of this Corporation, or at such other place within or
without the State of Georgia as may be designated from time to time, on the
third Thursday in May in each year, at 10:00 o'clock in the morning, or, in the
event that the same shall fall upon a legal holiday, then upon the next
succeeding business day. However, failure to hold the annual meeting at the
designated time or to elect a sufficient number of directors to conduct the
business of the Corporation shall not affect otherwise valid corporate acts or
work a forfeiture or dissolution of the Corporation except as may be otherwise
specifically provided by law. If the annual meeting for election of directors
is not held on the date designated therefor, the directors shall cause the
meeting to be held as soon thereafter as may be convenient. The annual meeting
may be called prior to the designated time, in which event each shareholder of
record shall be notified as provided in Article I, Section 3, of these Bylaws.

         Section 2. NOTICE OF ANNUAL MEETING. Notice of any annual meeting of
the shareholders of this Corporation shall be given in writing, personally or
by mail, by the Secretary to each shareholder of record not less than ten (10)
nor more than sixty (60) days before such meeting. The notice shall state the
place, date and hour of such meeting and, if special action is to be taken,
such notice also shall state the special action which is proposed to be taken.
If notice of the annual meeting is mailed, it shall be deemed to have been
given when deposited in the United States mail, postage prepaid, directed to
the shareholder at his address as it appears on the records of the Corporation.

         Section 3. SPECIAL MEETING. A special meeting of the shareholders of
this Corporation may be called at any time by the Chairman, or by the written
request of a majority of the Board of Directors; but such special meetings may
not be called by any other person or persons except as may be required by the
Georgia Business Corporation Code. Such meeting may be held at any time and at
any place within or without the State of Georgia, which time and place

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shall be specified in such request. No business other than that specified in
the notice of the meeting shall be transacted.

         Section 4. NOTICE OF SPECIAL MEETING. Notice of any special meeting of
the shareholders of this Corporation shall be given in writing, personally or
by mail, by the Secretary to each shareholder of record not less than ten (10)
nor more than sixty (60) days before such meeting. The notice shall state the
place, date and hour of such meeting, and such notice also shall state the
purpose or purposes for which the meeting is called. If notice of a special
meeting is mailed, it shall be deemed to have been given when deposited in the
United States mail, postage prepaid, directed to the shareholder of record at
his address as it appears on the records of the Corporation.

         Section 5. WAIVER OF NOTICE. Any shareholder entitled to notice
pursuant to these Bylaws may waive notice, either of the annual or any special
meeting of the shareholders, before or after the time stated in such notice. A
waiver of notice in writing signed by the shareholder entitled to such notice
shall be equivalent to the giving of such notice. Neither the business to be
transacted nor the purpose of any regular or special meeting of shareholders
need be specified in any such written waiver of notice. Attendance of a
shareholder at a shareholders' meeting shall constitute waiver of notice of
such meeting except when the shareholder attends the 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.

         Section 6. ACTION WITHOUT MEETING. Any action required to be, or which
may be, taken at a meeting of the shareholders, may be taken without a meeting
if written consent, setting forth the actions so taken, shall be signed by
persons who would be entitled to vote at a meeting those shares having voting
power to cast not less than the minimum number (or numbers, in the case of
voting by classes) of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote were present and
voted; except that, such written consent shall not be valid unless (i) the
consenting shareholders have been furnished the same materials, that pursuant
to the Georgia Business Corporation Code, would have been required to be sent
to shareholders in a notice of a meeting at which the proposed action would
have been submitted to the shareholders for action, including notice of any
applicable dissenters' rights as provided in Section 14-2-1320 of the Georgia
Business Corporation Code, or (ii) the written consent contains an express
waiver of the right to receive the material otherwise required to be furnished.
Pursuant to the Georgia Business Corporation Code, notice shall be given within
ten (10) days of the taking of corporate action without a meeting by


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less than unanimous consent to those shareholders on the record date whose
shares were not represented on the written consent.

         Section 7. QUORUM. A quorum for the transaction of business at any
annual or special meeting of shareholders shall exist when the holders of a
majority of the outstanding shares entitled to vote are represented either in
person or by proxy at such meeting. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders, unless a
greater vote is required by law, by the Articles of Incorporation or by these
Bylaws. When a quorum is once present to organize a meeting, the shareholders
present may continue to do business at the meeting or at any adjournment
thereof notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. The holders of a majority of the voting shares represented at a
meeting, whether or not a quorum is present, may adjourn such meeting from time
to time.

         Section 8. VOTING. Each shareholder of this Corporation shall be
entitled to one vote, in person or by proxy, for each share standing in the
name of such shareholder on the books of this Corporation. There shall be no
voting of treasury shares allowed. No shares shall be voted at any meeting of
shareholders or counted in determining the total number of outstanding shares
at any given time if the consideration for such shares has not been fully paid
to the Corporation.

         Section 9. VOTING RIGHTS OF FIDUCIARIES, PLEDGORS AND JOINT OWNERS OF
STOCK.

         (a) Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held. Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent such stock and vote thereon.

         (b) If shares or other securities having voting power stand of record
in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect:

             (1) If only one vote, his act binds all;


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             (2) If more than one vote, the act of the majority so voting binds
all;

             (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to such court as may have jurisdiction to appoint an additional person to
act with the persons so voting the shares, which shall then be voted as
determined by a majority of such persons and the person appointed by the court.
If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes hereof shall be a majority
or even-split in interest.

         Section 10. PROXIES. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be voted or acted upon after eleven (11)
months from its date, unless the proxy provides for a longer period. A
shareholder may execute a writing authorizing another person or persons to act
for such shareholder as proxy. Execution may be accomplished by the shareholder
or such shareholder's authorized officer, director, employee or agent signing
such writing or causing such person's signature to be affixed to such writing
by any reasonable means including, but not limited to, by facsimile signature.
In addition, a shareholder may authorize another person or persons to act for
such shareholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, telecommunication, telephone call, or other means of
electronic transmission, including, without limitation, communication via the
Internet, to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
transmission or communication. The Board of Directors shall develop such
policies and procedures as it deems necessary to ensure that such methods of
transmitting or communicating a shareholder's proxy are reliable and that
information can be submitted with such transmission or communication to verify
that the proper authorization was granted by the shareholder granting the
proxy.

         Section 11. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATES. 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 purpose, the Board of Directors of the Corporation may fix in advance a
date as the record date for any such determination, such date in any case to be
not more than seventy (70) days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken.


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         Section 12. LIST OF SHAREHOLDERS ENTITLED TO VOTE. After fixing a
record date for a meeting, the Secretary of the Corporation shall prepare and
make, or cause to be prepared and made, from the stock ledger of the
Corporation, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each
shareholder. This list shall be produced and kept open at the time and place of
the meeting. In the absence of objection by any shareholder, failure to comply
with the requirements of this Section shall not affect the validity of any
action taken at the meeting. If the Corporation refuses to allow a shareholder,
his agent, or his attorney to inspect the shareholders' list at the meeting,
the superior court of the county where the Corporation's registered office is
located, on application of the shareholder, may summarily order the inspection
at the Corporation's expense and may postpone the meeting for which the list
was prepared until the inspection is complete.

                                   ARTICLE II

                                   DIRECTORS

         Section 1.  NUMBER, QUALIFICATION AND ELECTION. The business, affairs,
and property of this Corporation shall be managed by a board of directors. The
number of directors of the Corporation shall be no less than three (3) and no
more than fifteen (15). The number of directors serving on the Board shall be
decreased or increased only by a majority vote of the directors; provided,
however, that any increase or decrease in the number of directors shall be
apportioned among the classes provided for herein, so as to make all such
classes as nearly equal in number as possible. The Board of Directors shall be
divided into three classes, as nearly equal in number as the then total number
of directors constituting the whole Board, with the term of office of one class
expiring each year.

         At the annual meeting of shareholders in 1997, directors in the first
class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting, and
directors of the third class shall be elected to hold office for a term
expiring at the third succeeding annual meeting. Subject to the foregoing, at
each annual meeting of shareholders the successors to the class of directors
whose term shall then expire shall be elected to hold office for a term
expiring at the third succeeding annual meeting.

         The Board of Directors shall nominate candidates to serve as members
of the Board of Directors, and the directors shall be elected by a plurality of
the votes cast by the shares entitled to


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vote in the election at an annual meeting of the shareholders at which a quorum
is present. Any shareholder entitled to vote for the election of directors may
submit to the Board of Directors nominations for the election of directors only
by giving written notice (such notice to include a statement of the
qualifications of the nominee) to the Secretary of the Corporation at least
sixty (60) days but not more than ninety (90) days prior to the annual meeting
of shareholders at which directors are to be elected, unless such requirement
is waived in advance of the meeting by the Board of Directors.

         Each director shall hold office until his or her successor shall have
been duly elected and qualified, or until the death, resignation or removal of
such director in the manner herein provided. Directors need not be
shareholders. The Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by the statute,
the Articles of Incorporation, or by these Bylaws, directed or required to be
exercised or done by the shareholders. The age limit for Directors who are not
full-time employees of the Corporation shall be seventy (70) years. Directors
turning seventy (70) years of age and who are not full-time employees of the
Corporation may continue to serve until the annual meeting of the shareholders
next following their seventieth (70th) birthday. No such Director who is not a
full-time employee of the Corporation shall be eligible for nomination and
election to serve as a Board member following his seventieth (70th) birthday.

         Section 2. VACANCIES AND REMOVAL. If the office of any director shall
become vacant between annual meetings by reason of death, resignation or
disqualification, or by reason of an increase in the number of directors, the
remaining directors may, by a majority vote, though less than a quorum of the
Board of Directors, elect a director to fill such vacancy, and any director so
elected shall hold office until the next annual meeting of the shareholders,
and until his successor shall have been duly elected by the shareholders. Any
director may resign at any time upon written notice to the Corporation. The
shareholders may remove a director only with cause.

         Section 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
shareholders, provided that the failure to hold the annual meeting shall not
work a forfeiture or otherwise affect valid corporate acts. The Board of
Directors may by resolution provide for the time and place of such regular
meetings and no notice of such regular meetings need be given.

         Section 4.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called at any time by the President or by two (2) members of
the Board of Directors. Notice of any special


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meeting of the Board of Directors shall be given in writing, personally or by
mail, or by telephone or telegraph to each director not less than two (2) days
before such meeting. The notice shall state the time, place and the purpose or
purposes for which the meeting is called. If notice of a special meeting is
mailed, it shall be deemed to have been given when deposited in the United
States mail, addressed to the director at his last known post office address.

         Section 5. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived either before or after the time stated in such notice.
A waiver of notice in writing signed by the director entitled to such notice
shall be equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of directors
need be specified in any such written waiver of notice. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.

         Section 6. PLACE OF MEETINGS. All regular and special meetings of the
Board of Directors shall be held at the principal office of this Corporation,
or at such other place or places within or without the State of Georgia, as
said Board may designate. Members of the Board of Directors may participate in
a meeting of such Board 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 by such means shall constitute
presence in person at a meeting.

         Section 7. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if a consent in writing, setting forth the
actions so taken, shall be signed by all directors entitled to vote with
respect to the subject matter thereof. Such consent shall have the same force
and effect as a unanimous vote of the directors, and may be stated as such in
any writing or document. Such written consent shall be filed with the minutes
of proceedings of the Board.

         Section 8. QUORUM. A majority of the directors of this Corporation
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by the
Georgia Business Corporation Code, the Articles of Incorporation or by these
Bylaws.


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         Section 9.  VOTING.  At all meetings of the Board of Directors each
director shall have one vote.

         Section 10. COMPENSATION. Directors shall have authority to fix the
compensation to be paid for their services as directors. Nothing shall preclude
any director from serving the Corporation in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor.

         Section 11. TELEPHONE CONFERENCE MEETINGS. Unless the Articles of
Incorporation provide otherwise, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference 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 11 shall constitute presence in person at such meeting.

                                  ARTICLE III

                                   COMMITTEES

         Section 1. DESIGNATION OF COMMITTEES. The Board of Directors 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 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. No member of any committee shall continue to be a
member of it after he ceases to be a director of the Corporation. The Board of
Directors shall have the power at any time to increase or decrease the number
of members of any committee, to fill vacancies on it, to remove any member of
it and to change its functions or terminate its existence.

         Section 2. POWERS OF COMMITTEES. The Board of Directors, by resolution
adopted by majority of all the directors, may designate from among its members
an Executive Committee, and/or other committees, each composed of two or more
directors, which may exercise such authority as is delegated by the Board of
Directors, provided that no committee shall have the authority of the Board of
Directors to (i) approve or propose to shareholders any action that the Georgia
Business Corporation Code requires to be approved by the shareholders, (ii)
fill vacancies on the Board of Directors or on any of its committees, (iii)
amend the Articles of Incorporation of the Corporation pursuant to Section
14-2-1002 of the Georgia Business Corporation Code, (iv) adopt, amend, or
repeal the Bylaws of the Corporation, or (v) approve a plan of merger not
requiring shareholder approval.


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         Section 3. MEETINGS. Meetings of such committees, regular or special,
may be held either within or without the State of Georgia. Regular meetings may
be established by resolution of the Board of Directors, and no notice shall be
required thereof. Special meetings of the committees shall be called at the
request of any member of the committee and shall be held upon notice delivered
personally or by mail, telephone or telegraph, within two (2) days of the
meeting. Notice may be waived in writing either before or after the time of the
meeting. Attendance of any member of a committee shall constitute waiver of
notice of the meeting. Any committee designated by the Board may participate in
a meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

         Section 4. RECORD OF PROCEEDINGS. Any committee established by the
resolution of the Board of Directors shall keep minutes of its acts and
proceedings. These minutes shall be submitted to the next succeeding meeting of
the Board of Directors for approval, but failure to submit or to receive
approval of such minutes shall not invalidate any action taken upon
authorization contained in them.

         Section 5. QUORUM. A majority of any committee established by the
Board of Directors shall be necessary to constitute a quorum for the
transaction of any business. The act of a majority of the members present at a
meeting at which a quorum is present shall be the act of such committee.

         Section 6. COMPENSATION.  The Board of Directors may vote to pay the
members of any committee established by it such compensation as it deems proper
for the performance of the duties required of such members of the committee.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. ELECTION AND APPOINTMENT. At the first meeting of the Board
of Directors after the annual meeting of the shareholders, the directors shall
choose a President, a Secretary and a Treasurer, and may choose a Chairman of
the Board and such other officers and assistant officers as the Corporation
from time to time may need, none of whom need be directors, except the Chairman
of the Board. Any two offices or more may be held by one person. All of said
officers shall hold office until the first meeting of the Board of Directors
following the next annual meeting of the shareholders and until their
respective successors shall be duly elected and shall qualify; provided,
however, that a majority of the whole Board may authorize an employment
contract with an


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employee or an officer which may extend beyond the term of one year. If any
vacancy occurs among the above offices, such vacancy may be filled for the
remainder of the term by the Board of Directors at a regular or special meeting
thereof, and any officer so selected shall hold office until his successor
shall be duly elected and shall qualify.

         Section 2. SUSPENSION AND REMOVAL. Any officer of the Corporation
appointed by the Board of Directors may be removed or suspended by a majority
vote of the Board of Directors at any time, with or without cause, or, if any
employment contract with the officer is in effect, in accordance with the terms
of such contract. Any agent or employee appointed or employed by the President
may be removed or discharged or suspended by him at any time, with or without
cause.

         Section 3. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board of Directors shall give general supervision and direction
to the affairs of the Corporation, subject to the direction of the Board of
Directors. The Chairman shall have the authority to execute contracts,
mortgages, agreements or instruments under the seal of the Corporation. He
shall preside at all meetings of the shareholders.

         Section 4. POWERS AND DUTIES OF THE PRESIDENT. The President shall be
in charge of the day-to-day affairs of the Corporation, subject to the
direction of the Board of Directors and the Chairman. The President shall have
the authority to execute contracts, mortgages, agreements or instruments under
the seal of the Corporation. The President shall preside at meetings of the
shareholders in the absence of the Chairman and shall act in the case of
absence or disability of the Chairman

         Section 5. POWERS AND DUTIES OF THE VICE PRESIDENTS. The Vice
Presidents of this Corporation, if there shall be any, shall generally assist
the President and shall perform such duties as may be assigned by the Board of
Directors. In the event of death, resignation, absence or inability to act of
the President, the Vice Presidents, if there shall be any, in the order
determined by the Board of Directors, shall assume and discharge pro tempore
the powers and duties of the President of this Corporation.

         Section 6. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall be
ex officio secretary of the Board of Directors. He shall keep the minutes of
all meetings of the Board of Directors and shareholders. He shall have charge
of the corporate books and records. He shall keep in safe custody the seal of
this Corporation and, when authorized by the Board of Directors, shall affix
the seal to any instrument requiring the same. He shall be authorized to sign
certificates of stock with other authorized officers of the Corporation. He
shall keep accounts of stock


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registered and transferred in the manner prescribed by law. He shall give and
serve all notices to the shareholders and directors, except that notice for
special meetings of directors called at the request of two (2) directors, as
provided in Section 4 of Article II of these Bylaws, may be issued by such
directors. In general, he shall perform all the duties incident to his office.

         Section 7.  POWERS AND DUTIES OF THE TREASURER. The Treasurer shall
have the care and custody of and be responsible for all the funds, securities,
evidences of indebtedness and other valuable documents of the Corporation, and
deposit all such funds in the name of the Corporation in such banks or trust
companies or other depositories, or in such safe deposit vaults as the Board of
Directors may designate. The Treasurer shall render a statement of the
condition of the finances of the Corporation at each regular meeting of the
Board of Directors and at such other times as shall be required of him, and a
full financial report at the annual meeting of the shareholders. The Treasurer
shall keep at the office of the Corporation full and accurate books of account
of all its business and transactions and such other books of account as the
Board of Directors may require, and shall exhibit the same to any directors of
the Corporation upon application therefor. In general, he shall perform all the
duties incident to his office.

         Section 8.  ASSISTANT OFFICERS. The Board of Directors may elect one
or more assistants to any officer, and any such assistant shall exercise the
duties of his office in the absence of the officer whom he has been elected to
assist.

         Section 9.  OTHER DUTIES AND AUTHORITY. Each officer, employee and
agent of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the
Chairman of the Board of Directors.

         Section 10. RETURNS AND STATEMENTS. It shall be the duty of each
officer of this Corporation to make and file any and all returns, reports,
lists or statements required by law to be made and filed by him, and to make
full report to the Board of Directors respecting the affairs of the Corporation
in his charge whenever he may be requested to do so.

         Section 11. COMPENSATION. The salaries of all officers shall be fixed
by the Board of Directors, and the fact that any officer is a director shall
not preclude him from receiving a salary or from voting upon the resolution
providing the same.


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                                   ARTICLE V

                                     STOCK

         Section 1. PREEMPTIVE RIGHTS.  No shareholder shall have the
preemptive right to subscribe for or purchase any shares or other
securities issued by the Corporation.

         Section 2. STOCK CERTIFICATES. The shares of stock of the Corporation
shall be represented by certificates in such form as shall be approved by the
Board of Directors. Certificates of stock shall be signed by the Chairman of
the Board, or by the President or a Vice President, and by the Secretary or
Treasurer, or Assistant Secretary or Assistant Treasurer, and shall be sealed
with the corporate seal (which may be a facsimile engraved or printed upon the
certificate). Unless the Board of Directors shall determine to the contrary,
any or all such signatures may be facsimile, even though the signature of a
transfer agent or registrar, if any, is also facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such an officer, transfer agent
or registrar at the date of its issue.

         Section 3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or agents and a registrar for the stock of the
Corporation. The transfer agent shall be in charge of the issue, transfer and
cancellation of shares of stock and shall countersign all stock certificates,
which countersignatures may be by facsimile unless the Board of Directors
determines to the contrary. The transfer agent shall maintain stock transfer
books, which shall include a record of the shareholders, with their names and
addresses and the number of shares held by each. The transfer agent shall
prepare voting lists for meetings of shareholders, produce and keep open these
lists at meetings and perform such other duties as may be delegated by the
Board of Directors of the Corporation. Shareholders shall give notice of
changes of their addresses to the transfer agent. The registrar shall be in
charge of preventing the over issue of shares, shall register all stock
certificates and perform such other duties as may be delegated by the Board of
Directors. The transfer agent and registrar may be one and the same person,
corporation or other entity.

         Section 4. TRANSFER OF STOCK. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized attorney, and the
signature of such person or persons has been guaranteed by a national banking
association or by a


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member of the New York, American or Midwest stock exchanges, and reasonable
assurance is given that such endorsements are effective. In order to register a
stock certificate for transfer, the Corporation shall have no notice of any
adverse claims or shall have discharged any duty to inquire into any such
claims.

         Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (1) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (2) requests the
issue of a new certificate before the Corporation has notice that the old
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (3) gives bond in such form, and with
surety or sureties, with fixed or open penalty, as the Corporation may direct,
to indemnify the Corporation, the transfer agent and registrar against any
claim that may be made on account of the alleged loss, destruction or theft of
a certificate; and (4) satisfies any other reasonable requirements imposed by
the Corporation. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he has notice of it, and the Corporation
registers a transfer of the shares represented by this certificate before
receiving notification, the holder of record is precluded from making any claim
against the Corporation.

         Section 6. RECORD HOLDERS. The Corporation shall be entitled to treat
the holder of record of any share or shares of its capital stock as the holder
in fact thereof and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, save as expressly
provided by the laws of Georgia.

                                   ARTICLE VI

                PERSONAL LIABILITY OF DIRECTORS; INDEMNIFICATION

         Section 1. LIABILITY OF DIRECTORS. No director of the Corporation
shall be liable to the Corporation or its shareholders for monetary damages for
breach of duty of care or other duty as a director, other than liability (i)
for any appropriation, in violation of his duties, of any business opportunity
of the Corporation, (ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (iii) for the types of liability set
forth in Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Georgia Business Corporation Code is hereafter amended to authorize the
further limitation or elimination of the liability of a director,


                                     - 13 -
<PAGE>   14

then the liability of a director of the Corporation shall be limited or
eliminated to the fullest extent permitted by the amended Georgia Business
Corporation Code. Any repeal or modification of this Section 1 shall be
prospective only, and shall not adversely affect any limitation or elimination
of the personal liability of a director of the Corporation existing at the time
of such repeal or modification.

         Section 2. AUTHORITY TO INDEMNIFY: THIRD PARTY ACTIONS. Every person
now or hereafter serving as a director or officer of the Corporation and any
and all former directors and officers shall be indemnified and held harmless by
the Corporation from and against any and all loss, cost, liability and expense
that may be imposed upon or incurred by him in connection with or resulting
from any threatened, pending, or completed claim, action, suit, or proceeding
(other than an action by or in the right of the Corporation), whether civil,
criminal, administrative, or investigative, whether formal or informal, in
which he may become involved, as a party or otherwise, by reason of his being
or having been a director or officer of the Corporation, or arising from his
status as such, or that he is or was serving at the request of the Corporation
as a director, officer, employee, partner, trustee or agent of another
corporation, limited liability company, partnership, limited partnership,
limited liability partnership, joint venture, trust, employee benefit plan, or
other enterprise, regardless of whether such person is acting in such capacity
at the time such loss, cost, liability or expense shall have been imposed or
incurred. As used herein, the term "loss, cost, liability and expense" shall
include, but shall not be limited to, any and all costs, expenses (including
attorneys' fees and disbursements), judgments, penalties, fines, and amounts
paid in settlement incurred in connection with any such claim, action, suit or
proceeding if such person acted in good faith and, while acting in an official
capacity as a director or officer, acted in a manner he reasonably believed to
be in the best interests of the Corporation, and, in all other cases, acted in
a manner he reasonably believed was not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful. The
termination of any claim, 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 meets the standard described in the immediately preceding
sentence. If any such claim, action, suit or proceeding is settled (whether by
agreement, plea of nolo contendere, entry of judgment or consent, or
otherwise), the determination in good faith by the Board of Directors of the
Corporation that such person acted in a manner that met the standards set forth
in this Section 2, shall be necessary and sufficient to justify
indemnification. If the Georgia Business Corporation Code is hereafter amended
to expand the minimum


                                     - 14 -
<PAGE>   15

statutory indemnification rights for directors and officers, then the
indemnification rights of directors and officers of the Corporation granted
pursuant to this Section 2 shall be construed to provide such minimum
indemnification rights to the fullest extent permitted by the amended Georgia
Business Corporation Code. Any repeal or modifications to this Section 2 shall
be prospective only, and shall not adversely affect any indemnification rights
of an officer or director of the Corporation existing at the time of such
repeal or modification.

         Section 3. AUTHORITY TO INDEMNIFY: DERIVATIVE ACTIONS. 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 he is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, partner, employee, trustee or agent of another corporation,
limited liability company, partnership, limited partnership, limited liability
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorneys' fees and disbursements), judgments and
any other amounts now or hereafter permitted by applicable law actually and
reasonably incurred by him or 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 unless the director or officer has not been
adjudged liable or subject to injunctive relief in favor of the Corporation (i)
for any appropriation, in violation of his duties, of any business opportunity
of the Corporation; (ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) for the types of liability set
forth in Code Section 14-2- 832; or (iv) for any transaction from which he
received an improper benefit and in the event the foregoing conditions are not
met, then only to the extent that the court in which such action or suit was
brought or another court of competent jurisdiction 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
indemnification for such expenses which the court shall deem proper. Any repeal
or modifications to this Section 3 shall be prospective only, and shall not
adversely affect any indemnification rights of an officer or director of the
Corporation existing at the time of such repeal or modification.

         Section 4. ADVANCEMENT OF EXPENSES. Expenses incurred in any claim,
action, suit or proceeding may be paid or reimbursed by the Corporation in
advance of the final disposition of such claim, action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt from the
director or officer of (i) a written affirmation of his good faith belief that
he has met


                                     - 15 -
<PAGE>   16

the relevant standard of conduct set forth under Section 14-2-851 of the
Georgia Business Corporation Code, or that the proceeding involves conduct for
which liability has been eliminated under a provision of the Articles of
Incorporation of the Corporation(as authorized by Section 14-2-202(b)(4) of the
Georgia Business Corporation Code),and (ii) his undertaking to repay such
amount if it ultimately shall be determined that such director or officer is
not entitled to be indemnified by the Corporation.

         Section 5. DETERMINATION OF INDEMNIFICATION RIGHTS. Except as ordered
by a court, the Corporation may not indemnify a director or officer under this
Article unless authorized hereunder and a determination has been made in the
specific case that indemnification of the director or officer is permissible
under the circumstances because he has met the relevant standard of conduct set
forth in either Section 2 or Section 3 hereof. The determination shall be made
(i) if there are two or more disinterested directors, by the Board of Directors
by a majority vote of all the disinterested directors (a majority of whom shall
for such purposes constitute a quorum), or by a majority of the members of a
committee of two or more disinterested directors appointed by such a vote; (ii)
by special legal counsel: (a) selected in the manner prescribed in clause (i)
of this sentence; or (b) if there are fewer than two disinterested directors,
selected by the Board of Directors (in which selection directors who do not
qualify as disinterested directors may participate); or (iii) by the
shareholders, but shares owned by or voted under the control of a director who
at the time does not qualify as a disinterested director may not be voted on
the determination.

         Section 6. NON-EXCLUSIVE RIGHT OF INDEMNIFICATION. The foregoing
rights of indemnification and advancement of expenses shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, and
the Corporation may provide additional indemnity and rights to its directors,
officers, employees or agents.

         Section 7. INSURANCE. The Corporation may purchase and maintain
insurance, at its expense, on behalf of an individual who is or was a director,
officer, employee or agent of the Corporation or who, while a director,
officer, employee or agent of the Corporation, is or was serving at the request
of the Corporation, as a director, officer, partner, trustee, employee, or
agent of another corporation, limited liability company, partnership, limited
partnership, limited liability partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability asserted against or
incurred by him in any such capacity or arising from his status as a director,
officer, employee or agent, whether or not the Corporation would have power to
indemnify him against the same liability under this Article.


                                     - 16 -
<PAGE>   17

         Section 8. MISCELLANEOUS. The provisions of this Article VI shall
cover claims, actions, suits and proceedings, civil or criminal, whether now
pending or hereafter commenced and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. In
the event of death of any person having the right of indemnification or
advancement of expenses under the provisions of this Article, such rights shall
inure to the benefit of his heirs, executors, administrators and personal
representatives. If The Enstar Group, Inc., a Delaware corporation, is merged
into the Corporation, then the directors, officers, employees and agents
thereof shall be entitled to the same indemnification rights as directors,
officers, employees and agents of the Corporation are entitled under these
Bylaws. If any part of this Article VI should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.

                                  ARTICLE VII

                             BUSINESS COMBINATIONS
                          WITH INTERESTED SHAREHOLDERS

         Pursuant to Section 14-2-1133 of the Georgia Business Corporation
Code, the Corporation hereby affirmatively elects that the provisions of
Sections 14-2-1131 through 14-2-1133 of the Georgia Business Corporation Code
specifically shall apply to the Corporation. Nothing in this Article VII shall
be deemed as prohibiting or restricting a merger of the Corporation's present
parent company (The Enstar Group, Inc., a Delaware corporation) with and into
the Corporation.

                                  ARTICLE VIII

                                 MISCELLANEOUS

         Section 1. CORPORATE SEAL.  The directors shall provide a suitable
corporate seal, which seal may contain the following words:

                             THE ENSTAR GROUP, INC.
                                 CORPORATE SEAL
                                    GEORGIA

         Section 2. CONTRACTS, ETC. The Board of Directors may authorize any
officer or officers, agent or agents, employee or employees to enter into any
contract or other instrument on behalf of this Corporation, and such
authorization may be general or confined to specific instances. Except as
herein provided, or as authorized by the Board of Directors, no officer, agent
or employee, other than the President, Vice President, Secretary or Treasurer,
shall have any power or authority to bind this


                                     - 17 -
<PAGE>   18

Corporation by any contract or engagement, or to pledge its credit or to render
it liable, for any purpose or for any amount.

         Section 3. DEPOSITS, CHECKS AND DRAFTS. All checks and drafts or funds
of this Corporation shall be deposited from time to time to the credit of this
Corporation in such banks or trust companies or to other depositories, as the
Board of Directors may from time to time designate. All checks shall be drawn
out of the regular checkbooks of this Corporation and upon the stub of each
such check, or upon the file copy of the check retained by the Corporation, the
purpose and amount for which the same is drawn shall be specified. All checks,
notes, drafts, bills of exchange, acceptances or other orders for the payment
of money or other evidences of the indebtedness of the Corporation shall be
signed as shall from time to time be designated by resolution of the Board of
Directors.

         Section 4. DIVIDENDS. The directors may from time to time declare
dividends upon the outstanding shares of stock from any source permitted under
the Georgia Business Corporation Code as and when the Board of Directors deems
expedient. Before declaring any dividend, there may be reserved out of the
accumulated profits such sum or sums as the directors from time to time in
their discretion think proper for working capital, or as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other purposes as, in
the opinion of the directors, are conducive to the interest of the Corporation.

                                   ARTICLE IX

                              AMENDMENT OF BYLAWS

         Except for the provisions of Article VII hereof which may only be
amended as provided in Part 3 of Article 11 of the Georgia Business Corporation
Code, the Board of Directors shall have the power to alter, amend or repeal the
Bylaws of the Corporation at any annual meeting, or at a special meeting called
for that purpose by the affirmative vote of a majority of all of the directors
then in office, or by action of the Board taken by unanimous written consent in
lieu of a meeting.

                                     - 18 -