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                                                                    EXHIBIT 3.2


                                     BYLAWS

                                       OF

                               AHL SERVICES, INC.

                       (EFFECTIVE AS OF OCTOBER 1, 2001)

                                   ARTICLE I

                                  SHAREHOLDERS

         Section 1.        Annual Meeting. The annual meeting of the
shareholders for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held at such
place, either within or without the State of Georgia, on such date, and at such
time, as the Board of Directors may by resolution provide, or if the Board of
Directors fails to provide, then such meeting shall be held at the principal
office of the Corporation at 10:00 a.m., local time, on the fourth Tuesday in
April of each year, if not a legal holiday under the laws of the State of
Georgia, and if a legal holiday, on the next succeeding business day. The Board
of Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.

         Section 2.        Special Meetings. Special meetings of the
shareholders may be called by the Board of Directors, by the Chairman of the
Board of Directors, by the President, or by the Corporation upon the written
request (which request shall set forth the purpose or purposes of the meeting)
of the shareholders of record (see Section 6(b) of Article I of these Bylaws)
of outstanding shares representing more than 75% of all the votes entitled to
be cast on any issue proposed to be considered at the proposed special meeting.
In the event such meeting is called by the Board of Directors, such meeting may
be held at such place, either within or without the State of Georgia, as is
stated in the call and notice thereof. If such meeting is called at the request
of shareholders as provided in this Section 2, then such meeting shall be held
at such place in the State of Georgia as is stated in the notice thereof.

         Section 3.        Notice of Meetings. A written or printed notice
stating the place, day and hour of the meeting, and in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary of the Corporation to each holder of
record of stock of the Corporation at the time entitled to vote, at his address
as it appears upon the records of the Corporation, not less than 10 nor more
than 60 days prior to such meeting. If the Secretary fails to give such notice
within 20 days after the call of a meeting, the person calling or requesting
such meeting, or any person designated by them, may give such notice. Notice of
such meeting may be waived in writing by any shareholder. Notice of any
adjourned meeting of the shareholders shall not be required if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken, unless the Board of


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Directors sets a new record date for such meeting in which case notice shall be
given in the manner provided in this Section 3.

         Section 4.        Quorum and Shareholder Vote. A quorum for action on
any subject matter at any annual or special meeting of shareholders shall exist
when the holders of shares entitled to vote a majority of the votes entitled to
be cast on such subject matter are represented in person or by proxy at such
meeting. If a quorum is present, the affirmative vote of such number of shares
as is required by the Georgia Business Corporation Code (as in effect at the
time the vote is taken), for approval of the subject matter being voted upon,
shall be the act of the shareholders, unless a greater vote is required by the
Articles of Incorporation or these Bylaws. If a quorum is not present, a
meeting of shareholders may be adjourned from time to time by the vote of
shares having a majority of the votes of the shares represented at such
meeting, until a quorum is present. When a quorum is present at the reconvening
of any adjourned meeting, and if the requirements of Section 3 of this Article
I have been observed, then any business may be transacted at such reconvened
meeting in the same manner and to the same extent as it might have been
transacted at the meeting as originally noticed.

         Section 5.        Proxies. A shareholder may vote either in person or
by proxy duly executed in writing by the shareholder. Unless written notice to
the contrary is delivered to the Corporation by the shareholder, a proxy for
any meeting shall be valid for any reconvention of any adjourned meeting.

         Section 6.        Fixing Record Date.

         (a)      Except as provided in paragraph (b) of this Section 6, 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 shall have the power to
fix a date, not more than 70 days prior to the date on which the particular
action requiring a determination of shareholders is to be taken, as the record
date for any such determination of shareholders. A record date for the
determination of shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof shall not be set less than 10 days
prior to such meeting; provided that the record date for the determination of
shareholders entitled to notice of or to vote at any special meeting of
shareholders called by the Corporation at the request of holders of shares
pursuant to Section 2 of Article I hereof or any adjournment thereof shall be
20 days after the "Determination Date" (as defined in paragraph (b) of this
Section 6), and provided further that such record date shall be 70 days prior
to such special meeting. In any case where a record date is set, under any
provision of this Section 6, only shareholders of record on the said date shall
be entitled to participate in the action for which the determination of
shareholders of record is made, whether the action is payment of a dividend,
allotment of any rights or any change or conversion or exchange of capital
stock or other such action, and, if the record date is set for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, only such shareholders of record shall be entitled to such


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notice or vote, notwithstanding any transfer of any shares on the books of the
Corporation after such record date.

         (a)(i)   In order that the Corporation may determine the shareholders
entitled to request a special meeting of the shareholders or a special meeting
in lieu of the annual meeting of the shareholders pursuant to Section 2 of
Article I hereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall not be more
than 10 days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. Any shareholder of record seeking to have
the shareholders request such a special meeting shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall, within 10 business days after the date on which such a request
is received, adopt a resolution fixing the record date. If no record date has
been fixed by the Board of Directors within 10 business days after the date on
which such a request is received, the record date for determining shareholders
entitled to request such a special meeting shall be the first day on which a
signed written request setting forth the request to fix a record date is
delivered to the Corporation by delivery to its principal place of business, or
any officer or agent of the Corporation having custody of the books in which
proceedings of meetings of shareholders are recorded.

         (a)(ii)  Every written request for a special meeting shall bear the
date of signature of each shareholder who signs the request and no such request
shall be effective to request such a meeting unless, within 70 days after the
record date established in accordance with paragraph (b)(i) of this Section,
written requests signed by a sufficient number of record holders as of such
record date to request a special meeting in accordance with Section 2 of
Article I hereof are delivered to the Corporation in the manner prescribed in
paragraph (b)(i) of this Section.

         (a)(iii) In the event of the delivery, in the manner provided by this
Section, to the Corporation of the requisite written request or requests for a
special meeting and/or any related revocation or revocations, the Corporation
shall promptly perform a ministerial review of the validity of the requests and
revocations. For the purpose of permitting a prompt ministerial review by the
Corporation, no request by shareholders for a special meeting shall be
effective until the earlier of (i) five business days following delivery to the
Corporation of requests signed by the holders of record (on the record date
established in paragraph (b)(i) of this Section) of the requisite minimum
number of shares that would be necessary to request such a meeting under
Section 2 of Article I hereof, or (ii) such date as the Corporation certifies
that the requests delivered to the Corporation in accordance with this Article
represent at least the minimum number of shares that would be necessary to
request such meeting (the earlier of such dates being herein referred to as the
"Determination Date"). Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the Board of Directors or any shareholder
shall not be entitled to contest the validity of any request or revocation
thereof, whether during or after such five business day period, or to take any
other action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto).


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         (a)(iv)  Unless the Corporation shall deliver, on or before the
Determination Date, a certificate stating that the valid requests for a special
meeting submitted pursuant to paragraph (iii) above represent less than the
requisite minimum number of shares that would be necessary to request a special
meeting under Section 2 of Article I hereof, the Board of Directors shall,
within five business days after the Determination Date, adopt a resolution
calling a special meeting of the shareholders and fixing a record date for such
meeting, in accordance with Section 6(a) of Article I of these Bylaws.

         Section 7.        Notice of Shareholder Business. At an annual meeting
of the shareholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation who complies with the notice
procedures set forth in this Section 7 and only to the extent that such
business is appropriate for shareholder action under the provisions of the
Georgia Business Corporation Code. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 60 days prior to
the meeting; provided, however, that in the event that less than 40 days'
notice or prior public disclosure of the date of the meeting is given or made
to shareholders, notice by the shareholder to be timely must be received not
later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (a)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business, (c) the class and number of shares of
stock of the Corporation which are beneficially owned by the shareholder, and
(d) any material interest of the shareholder in such business. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 7. At an annual meeting, the Chairman shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 7, and if
he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

         Section 8.        Notice of Shareholder Nominees. Except for Directors
who are elected by Directors pursuant to the provisions of Section 2 or Section
9 of Article II of these Bylaws, only persons who are nominated in accordance
with the procedures set forth in this Section 8 shall be eligible for election
as Directors. Nominations of persons for election to the Board of Directors of
the Corporation may be made at a meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 8. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation.


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To be timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 60
days prior to the meeting; provided, however, that in the event that less than
40 days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on the Corporation's
books, of such shareholder and (ii) the class and number of shares of stock of
the Corporation which are beneficially owned by such shareholder. No person
shall be eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth in the Bylaws. The
Chairman shall, if the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the procedures prescribed by the
Bylaws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

                                   ARTICLE II

                                   DIRECTORS

         Section 1.        Powers of Directors. The Board of Directors shall
manage the business and affairs of the Corporation and, subject to any
restrictions imposed by law, by the Articles of Incorporation, or by these
Bylaws, may exercise all the powers of the Corporation.

         Section 2.        Number and Term of Directors.

         (a)      Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances,
the number of directors that shall constitute the Board of Directors of the
Corporation shall be determined from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the entire Board.
No decrease in the number of Directors shall shorten the term of an incumbent
Director.

         (b)      The Directors of the Corporation (other than any Directors
who may be elected by holders of any series of Preferred Stock then
outstanding) shall be and are divided into three classes: Class I, Class II and
Class III. The number of Directors in each class shall be as nearly equal as
the then-authorized number of Directors constituting the Board of Directors
permits. Each Director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such Director was elected;
provided, however, that the directors first elected to Class I shall serve for
a term ending on the date of the annual meeting next following the end of the
calendar year 1997, the directors first elected to Class II shall serve


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for a term ending on the date of the second annual meeting next following the
end of the calendar year 1997, and the directors first elected to Class III
shall serve for a term ending on the date of the third annual meeting next
following the end of the calendar year 1997. Any director who may be elected by
holders of any series of Preferred Stock then outstanding shall serve for a
term ending on the date of the next annual meeting following the annual meeting
at which such director was elected.

         (c)      In the event of any increase or decrease in the authorized
number of Directors:

                  (i)      Each Director then serving shall nevertheless
         continue as a Director of the class of which he is a member until the
         expiration of his term or his prior death, retirement, resignation or
         removal; and

                  (ii)     Newly-created or eliminated Directorships resulting
         from any increase or decrease shall be apportioned by the Board of
         Directors among the three classes so as to keep the number of
         Directors in each class as nearly equal as possible.

         Section 3.        Meetings of the Directors. The Board of Directors
shall meet each year immediately following the annual meeting of shareholders,
and the Board may by resolution provide for the time and place of other regular
meetings. Special meetings of the Directors may be called by the Chairman of
the Board or by the Chief Executive Officer or by the President or by any two
of the Directors.

         Section 4.        Notice of Meetings. Notice of each meeting of the
Directors shall be given by the Secretary by mailing the same at least ten days
before the meeting or by telephone, telegraph, facsimile or cablegram or in
person at least five days before the meeting, to each Director, except that no
notice need be given of regular meetings fixed by the resolution of the Board
or of the meeting of the Board held at the place of and immediately following
the annual meeting of the shareholders. Any Director may waive notice, either
before or after the meeting, and shall be deemed to have waived notice if he is
present at the meeting.

         Section 5.        Action of Directors Without a Meeting. Any action
required by law to be taken at a meeting of the Board of Directors, or any
action which may be taken at a meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the Directors, or all the
members of the committee, as the case may be, and be filed with the minutes of
the proceedings of the Board or the committee. Such consent shall have the same
force and effect as a unanimous vote of the Board or the committee, as the case
may be.

         Section 6.        Committees. The Board of Directors may, in its
discretion, appoint committees, each consisting of one or more Directors, which
shall have and may exercise such delegated powers as shall be conferred on or
authorized by the resolutions appointing them, except that no such committee
may: (1) approve or propose to shareholders action that the


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Georgia Business Corporation Code requires to be approved by shareholders, (2)
fill vacancies on the Board of Directors or any of its committees, (3) amend
the Articles of Incorporation of the Corporation pursuant to Section 14-2-1002
of the Georgia Business Corporation Code, (4) adopt, amend or repeal these
Bylaws, or (5) approve a plan of merger not requiring shareholder approval. A
majority of any such committee may determine its action, fix the time and place
of its meetings, and determine its rules of procedure. Each committee shall
keep minutes of its proceedings and actions and shall report regularly to the
Board of Directors. The Board of Directors shall have power at any time to fill
vacancies in, change the membership of, or discharge any such committee.

         Section 7.        Compensation. The Board of Directors shall have the
authority to determine from time to time the amount of compensation that shall
be paid to its members for attendance at meetings of, or service on, the Board
of Directors of any committee of the Board. The Board of Directors also shall
have the power to reimburse Directors for reasonable expenses of attendance at
Directors' meetings and committee meetings.

         Section 8.        Removal. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any or all Directors may be removed
from office at any time for cause, but only by the same affirmative vote of the
shareholders required to amend this Article II as provided in the Corporation's
Articles of Incorporation.

         Section 9.        Vacancies. Subject to the rights of the holders of
any series of Preferred Stock then outstanding to fill director vacancies,
vacancies on the Board of Directors (including vacancies resulting from
retirement, resignation, removal from office (with or without cause) or death)
shall be filled exclusively by the Board of Directors. Any Director so elected
shall hold office until the next annual meeting of shareholders.

         Section 10.       Telephone Conference Meetings. Unless the Articles
of Incorporation otherwise provide, 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 10 shall constitute presence in person at such meeting.

                                  ARTICLE III

                                    OFFICERS

         Section 1.        Officers. The officers of the Corporation shall
consist of a Chief Executive Officer, a President, a Chief Financial Officer,
one or more Vice-Presidents, a Secretary and a Treasurer, and such other
officers or assistant officers as may be elected by the Board of Directors.
More than one office may be held by the same person. The Board may


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designate a Vice-President as an Executive Vice-President or a Senior Vice
President, and may designate the order in which the other Vice-Presidents may
act.

         Section 2.        Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Corporation. He shall, under the
direction of the Board of Directors, have responsibility for the general
direction of the business, policies and affairs of the Corporation and shall
supervise the management of the day-to-day business of the Corporation. He
shall have such further powers and duties as from time to time may be conferred
on him by the Board of Directors. In the absence of the Chairman of the Board
he shall preside at all meetings of the shareholders and the Board of
Directors.

         Section 3.        President. The President shall also serve as the
Company's Vice-President of Production and shall be responsible for the
Company's product development activities. He shall have such further powers and
duties as from time to time may be conferred on him by the Chief Executive
Officer.

         Section 4.        Vice-President. The Vice-President shall act in the
case of the absence or disability of the Chairman of the Board and the
President. If there is more than one Vice-President, such Vice-Presidents shall
act in the order of precedence, as set out by the Board of Directors.

         Section 5.        Treasurer. The Treasurer shall be responsible for
the maintenance of proper financial books and records of the Corporation.

         Section 6.        Secretary. The Secretary shall keep the minutes of
the meetings of the shareholders and the Directors and shall have custody of
and attest the seal of the Corporation.

         Section 7.        Other Duties and Authorities. Each officer, employee
and agent shall have such other duties and authorities as may be conferred on
them by the Board of Directors.

         Section 8.        Removal. Any officer may be removed at any time by
the Board of Directors, and such vacancy may be filled by the Board of
Directors. A contract of employment for a definite term shall not prevent the
removal of any officer, but this provision shall not prevent the making of a
contract of employment with any officer and shall have no effect upon any cause
of action which any officer may have as a result of removal in breach of a
contract of employment.

         Section 9.        Compensation. The salaries of the officers shall be
fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact that he is also a
Director of the Corporation.


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                                   ARTICLE IV

                        DEPOSITORIES, SIGNATURE AND SEAL

         Section 1.        Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such depository or depositories as
the Board may designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents as the Board may from
time to time authorize.

         Section 2.        Contracts. All contracts and other instruments shall
be signed on behalf of the Corporation by the Chairman of the Board, the
President, any Vice-President or by such other officer, officers, agent or
agents, as the Chairman of the Board or the President designates from time to
time or as the Board from time to time may by resolution provide.

         Section 3.        Seal. The seal of the Corporation shall be as
follows:

         The seal may be manually affixed to any document or may be
lithographed or otherwise printed on any document with the same force and
effect as if it had been affixed manually. The signature of the Secretary or
Assistant Secretary shall attest the seal and may be a facsimile if and to the
extent permitted by law.

                                   ARTICLE V

                                STOCK TRANSFERS

         Section 1.        Form and Execution of Certificates. The certificates
of shares of capital stock of the Corporation shall be in such form as may be
approved by the Board of Directors and shall be signed by the Chairman of the
Board, the President or a Vice-President and by the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer, provided that any such
certificate may be signed by the facsimile signature of either or both of such
officers imprinted thereon if the same is countersigned by a transfer agent of
the Corporation, and provided further that certificates bearing the facsimile
of the signature of such officers imprinted thereon shall be valid in all
respects as if such person or persons were still in office, even though such
officer or officers shall have died or otherwise ceased to be officers.

         Section 2.        Transfers of Shares. Shares of stock in the
Corporation shall be transferable only on the books of the Corporation by
proper transfer signed by the holder of record thereof or by a person duly
authorized to sign for such holder of record. The Corporation


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or its transfer agent or agents shall be authorized to refuse any transfer
unless and until it is furnished such evidence as it may reasonably require
showing that the requested transfer is proper.

         Section 3.        Lost, Destroyed or Stolen Certificates. Where the
holder of record of a share or shares of stock of the Corporation claims that
the certificate representing said share has been lost, destroyed or wrongfully
taken, the Board shall by resolution provide for the issuance of a certificate
to replace the original if the holder of record so requests before the
Corporation has notice that the certificate has been acquired by a bona fide
purchaser, files with the Corporation a sufficient indemnity bond, and
furnishes evidence of such loss, destruction or wrongful taking satisfactory to
the Corporation, in the reasonable exercise of its discretion. The Board may
authorize such officer or agent as it may designate to determine the
sufficiency of such an indemnity bond and to determine reasonably the
sufficiency of the evidence of loss, destruction or wrongful taking.

         Section 4.        Transfer Agent and Registrar. The Board may (but
shall not be required to) appoint a transfer agent or agents and a registrar or
registrars to transfers, and may require that all stock certificates bear the
signature of such transfer agent or of such transfer agent and registrar.

                                   ARTICLE VI

                                INDEMNIFICATION

         Section 1.        Mandatory Indemnification. The Corporation shall
indemnify to the fullest extent permitted by the Georgia Business Corporation
Code, and to the extent that applicable law from time to time in effect shall
permit indemnification that is broader than provided in these Bylaws, then to
the maximum extent authorized by law, any individual made a party to a
proceeding (as defined in the Georgia Business Corporation Code) because he is
or was a director or officer against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in a manner
he believed in good faith to be in or not opposed to the best interests of the
Corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

         Section 2.        Permissive Indemnification. The Corporation shall
have the power to indemnify to the fullest extent permitted by the Georgia
Business Corporation Code, any individual made a party to a proceeding (as
defined in the Georgia Business Corporation Code) because he is or was an
employee or agent of the Company against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in a manner
he believed in good faith to be in or not opposed to the best interests of the
Corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.


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         Section 3.        Advances for Expenses. The Corporation shall pay for
or reimburse the reasonable expenses incurred by a director or officer who is a
party to a proceeding, and shall have the authority to pay for or reimburse the
reasonable expenses of an employee or agent of the Company who is a party to a
proceeding, in each case in advance of the final disposition of a proceeding
if:

         (b)      Such person furnishes the Corporation a written affirmation
of his good faith belief that he has met the standard of conduct set forth in
Section 1 or Section 2 above, as applicable; and

         (c)      Such person furnishes the Corporation a written undertaking,
executed personally on his behalf to repay any advances if it is ultimately
determined that he is not entitled to indemnification.

         The written undertaking required by paragraph (ii) above must be an
unlimited general obligation of such person but need not be secured and may be
accepted without reference to financial ability to make repayment.

         Section 4.        Indemnification Not Exclusive. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, provision of
these Bylaws, agreement, vote of shareholders or disinterested directors or
otherwise.

         Section 5.        Amendment or Repeal. Any repeal or modification of
the foregoing provisions of this Article VI shall not adversely affect any
right or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

                                  ARTICLE VII

               BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

         All of the requirements of Article 11A of the Georgia Business
Corporation Code (currently codified in Sections 14-2-1131 through 14-2-1133
thereof), as may be in effect from time to time (the "Business Combination
Statute"), shall apply to all "business combinations" (as defined in Section
14-2-1131 of the Georgia Business Corporation Code) involving the Corporation.
The requirements of the Business Combination Statute shall be in addition to
the requirements of Article VIII of these Bylaws. Nothing contained in the
Business Combination Statute shall be deemed to limit the provisions contained
in Article VIII of these Bylaws, and nothing contained in Article VIII of these
Bylaws shall be deemed to limit the provisions contained in the Business
Combination Statute.


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                                  ARTICLE VIII

                             FAIR PRICE PROVISIONS

         All requirements of Sections 14-2-1110 through 14-2-1113 of the
Georgia Business Corporation Code, as may be in effect from time to time, shall
apply to the Corporation.

                                   ARTICLE IX

                              AMENDMENT OF BYLAWS

         Section 1.        Amendment.

         (a)      Except as otherwise provided in the Articles of Incorporation
or these Bylaws, these Bylaws may be altered, amended, repealed or new Bylaws
adopted by the Board of Directors by the affirmative vote of a majority of all
directors then holding office, but any bylaws adopted by the Board of Directors
may be altered, amended, repealed, or any new bylaws adopted, by the
shareholders at an annual or special meeting of shareholders, when notice of
any such proposed alteration, amendment, repeal or addition shall have been
given in the notice of such meeting. The shareholders may prescribe that any
bylaw or bylaws adopted by them shall not be altered, amended or repealed by
the Board of Directors. Except as otherwise provided in the Articles of
Incorporation or these Bylaws, action by the shareholders with respect to these
Bylaws shall be taken by an affirmative vote of a majority of all shares
outstanding and entitled to vote generally in the election of directors, voting
as a single voting group.

         (b)      Notwithstanding anything herein to the contrary, Article II of
these Bylaws shall not be altered, amended or repealed, and no provision
inconsistent therewith shall be adopted, without the affirmative vote of a
majority of the entire Board of Directors or of the holders of at least 70% of
the outstanding shares of the Corporation.


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