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                                    BY-LAWS
                                       OF

                              INTERMET CORPORATION

                       (As Amended through October 6, 1995)


                                   ARTICLE I

                                    OFFICES

            Section 1.  Registered Office.  The registered office shall be
in the State of Georgia, County of Cobb.

            Section 2.  Other Offices.  The corporation may also have
offices at such other places both within and without the State of Georgia
as the board of directors may from time to time determine and the business
of the corporation may require or make desirable.

                                   ARTICLE II

                             SHAREHOLDERS MEETINGS

            Section 1.  Annual Meetings.  The annual meeting of the
shareholders of the corporation shall be held at the principal office of
the corporation or at such other place within or without the United States
as may be determined by the board of directors, at 10:00 a.m. on the last
business day of the fifth month following the close of each fiscal year or
at such other time and date prior thereto and following the close of the
fiscal year as such is determined by the board of directors, for the
purpose of electing directors and transacting such other business as may be
properly brought before the meeting.

            Section 2.  Special Meetings.  Special meetings of the
shareholders shall be held at the principal office of the corporation or at
such other place within or without the United States as may be designated
in the notice of said meetings, upon call of the chairman of the board of
directors or the president and shall be called by the president or the
secretary when so directed by the board of directors or at the request
in writing of shareholders owning at least 50% of the issued and
outstanding capital stock of the corporation entitled to vote thereat.
Any such request shall state the purposes for which the meeting is
to be called.

            Section 3.  Notice of Meetings.  Written notice of every
meeting of shareholders, stating the place, date and hour of the meetings,
shall be given personally or by mail to each shareholder of record entitled
to vote at such meeting not less than 10 nor more than 50 days before the date
of the meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage (air mail postage
if the address is outside of the United States) thereon prepaid addressed to
the shareholder at his address as it appears on the corporation's record
of shareholders.  Attendance of a shareholder at a meeting of shareholders
shall constitute a waiver of notice of such meeting and of all objections
to the place or time of meeting, or the manner in which it has been called
or convened, except when a shareholder attends a meeting solely for the
purpose of stating, at the beginning of the meeting, any such objection
to the transaction of any business.  Notice need not be given to any
shareholder who signs a waiver of notice, in person or by proxy, either
before or after the meeting.

            Section 4.  Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of the shareholders except as otherwise provided
by statute, by the articles of incorporation, or by these by-laws.  If a
quorum is not present or represented at any meeting of the shareholders, a

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majority of the shareholders entitled to vote thereat, present in person or
represented by proxy, may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.  If the adjournment
is for more than 30 days, or it after the adjournment a new record is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given
to each shareholder of record entitled to vote at the meeting.

            Section 5.  Order of Business.  At the annual meeting of
shareholders the order of business shall be as follows:

                    1.      Calling meeting to order.
                    2.      Proof of notice of meeting.
                    3.      Reading of minutes of last
                            previous annual meeting.
                    4.      Reports of officers.
                    5.      Reports of committees.
                    6.      Election of directors.
                    7.      Miscellaneous business.
                    
            Section 6.  Voting.  When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power,
present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is open upon which by
express provision of law or of the articles of incorporation, a different
vote is required, in which case such express provision shall govern and
control the decision of the question.  Each shareholder shall at every
meeting of the shareholders be entitled to one vote, in person or by
proxy, for each share of the capital stock having voting power registered
in his name on the books of the corporation, but no proxy shall be voted
or acted upon after 11 months from its date, unless otherwise provided
in the proxy.

            Section 7.  Consent of Shareholders.  Any action required or
permitted to be taken at any meeting of the shareholders may be taken
without a meeting if all of the shareholders consent thereto in writing,
setting forth the action so taken.  Such consent shall have the same force
and effect as a unanimous vote of shareholders.

            Section 8.  List of Shareholders.  The corporation shall keep
at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its shareholders, giving
their names and addresses and the number, class and series, if any, of the
shares held by each.  The officer who has charge of the stock transfer
books of the corporation shall prepare and make, before every meeting of
shareholders or any adjournment thereof, a complete list of the
shareholders entitled to vote at the meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number and
class and series, if any, of shares held by each.  The list shall be
produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of the
meeting for the purposes thereof.  The said list may be the corporation's
regular record of shareholders if it is arranged in alphabetical order or
contains an alphabetical index.

            Section 9.  Advance Notice of Shareholder Proposals.  At
any annual or special meeting of shareholders, proposals by shareholders 
and persons nominated for election as directors by shareholders shall
be considered only if advance notice thereof has been timely given as
provided herein and such proposals or nominations are otherwise
proper for consideration under applicable law and the articles of
incorporation and by-laws of the corporation.  Notice of any proposal




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to be presented by any shareholder or of the name of any person to be
nominated by any shareholder for election as a director of the
corporation at any meeting of shareholders shall be delivered to the 
secretary of the corporation at its principal executive office not
less than 60 nor more than 90 days prior to the date of the meeting; 
provided, however, that if the date of the meeting is first publicly 
announced or disclosed (in a public filing or otherwise) less than 70
days prior to the date of the meeting, such advance notice shall be
given not more than ten days after such date is first so announced or
disclosed.  Public notice shall be deemed to have been given more
than 70 days in advance of the annual meeting if the corporation
shall have previously disclosed, in these by-laws or otherwise, that 
the annual meeting in each year is to be held on a determinable date,
unless and until the Board determines to hold the meeting on a
different date.  Any shareholder who gives notice of any such
proposal shall deliver herewith the text of the proposal to be
presented and a brief written statement of the reasons why such
shareholder favors the proposal and setting forth such shareholder's 
name and address, the number and class of all shares of each class of
stock of the corporation beneficially owned by such shareholder and
any material interest of such shareholder in the proposal (other than
as a shareholder).  Any shareholder desiring to nominate any person
for election as a director of the corporation shall deliver with such
notice a statement in writing setting forth the name of the person to
be nominated, the number and class of all shares of each class of
stock of the corporation beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e) and
(f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange
Commission applicable to the corporation), such person's signed
consent to serve as a director of the corporation if elected, such
shareholder's name and address and the number and class of all shares
of each class of stock of the corporation beneficially owned by such 
shareholder.  As used herein, shares "beneficially owned" shall mean 
all shares as to which such person, together with such person's
affiliates and associates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, may be deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act
of 1934, as well as all shares as to which such person, together with
such person's affiliates and associates, has the right to become the 
beneficial owner pursuant to any agreement or understanding, or upon 
the exercise of warrants, options or rights to convert or exchange
(whether such rights are exercisable immediately or only after the
passage of time or the occurrence of conditions).  The person
presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the meeting,
shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice
has not been given.

                                  ARTICLE III

                                   DIRECTORS

            Section 1.  Powers.  Except as otherwise provided by any legal
agreement among shareholders, the property, affairs and business of the
corporation shall be managed and directed by its board of directors, which
may exercise all powers of the corporation and do all lawful acts and
things which are not by law, by any legal agreement among shareholders, by
the articles of incorporation or by these by-laws directed or required to
be exercised or done by the shareholders.

            Section 2.  Number, Election and Term.  The number of directors
which shall constitute the whole board shall be twelve (12).  Provided,
however, the number of directors may be increased or decreased from time to
time by the board of directors by amendment of this by-law, but no decrease
shall have the effect of shortening the term of an incumbent director. 

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Except as hereinafter provided, the directors shall be elected by
plurality vote at the annual meeting of shareholders, and each director
elected shall hold office until his successor is elected and qualified or
until his earlier resignation, removal from office or death.  Directors
shall be natural persons who have attained the age of 18 years, but need
not be residents of the State of Georgia or shareholders of the corporation.

            Section 3.  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.

            Section 4.  Meetings and Notice.  The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Georgia.  Regular meetings of the board of directors
may be held without notice at such time and place as shall from time to
time be determined by resolution of the board.  Special meetings of the
board may be called by the chairman of the board or president or by any two
directors on one day's oral, telegraphic or written notice duly given or
served on each director personally, or three days' notice deposited, first
class postage (air mail postage if the address is outside of the United
States) prepaid, in the United States mail.  Such notice shall state a
reasonable time, date and place of meeting, but the purpose need not be
stated therein.  Notice need not be given to any director who signs a
waiver of notice either before or after the meeting.  Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting
and waiver of all objections to the place and time of the meeting, or the
manner in which it has been called or convened except when the director
states, at the beginning of the meeting, any such objection or objections
to the transaction of business.

            Section 5.  Quorum.  At all meetings of the board a majority of
directors shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the board, except as may be otherwise
specifically provided by law, by the articles of incorporation, or by these
by-laws.  If a quorum shall not be present at any meeting of the board, the
directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
            Section 6.  Conference Telephone Meeting.  Unless the articles of
incorporation or these by-laws otherwise provide, members of the board of
directors, or any committee designated by the board, may participate in a
meeting of the board or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other.  Participation in the meeting shall constitute presence in
person.

            Section 7.  Consent of Directors.  Unless otherwise restricted by
the articles of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the board
or committee, as the case may be, consent thereto in writing, setting forth the
action so taken, and the writing or writings are filed with the minutes of the
proceedings of the board or committee.  Such consent shall have the same force
and effect as a unanimous vote of the board.

            Section 8.  Committees.  The board of directors may, by resolution
passed by a majority of the whole board, designate from among its members one
or more committees, each committee to consist of two 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

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may exercise all of the authority of the board of directors in the management
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
by-laws; (2) adopting a plan of merger or consolidation; (3) the sale, lease,
or 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 places 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.

            Section 9.  Removal of Directors.  At any shareholders' meeting
with respect to which notice of such purpose has been given, any director may
be removed from office, with or without cause, by the vote of shareholders
representing a majority of the issued and outstanding capital stock entitled to
vote for the election of directors, and his successor may be elected at the
same or any subsequent meeting of shareholders; provided that to the extent any
vacancy created by such removal is not filled by such an election within 60
days after such removal, the remaining directors shall, by majority vote,
fill any such vacancy.

            Section 10.  Compensation of Directors.  Directors shall be
entitled to such reasonable compensation for their services as directors or
members of any committee of the board as shall be fixed from time to time by
resolution adopted by the board, and shall also be entitled to reimbursement
for any reasonable expenses incurred in attending any meeting of the board or
any such committee.

                                   ARTICLE IV

                                    OFFICERS

            Section 1.  Number.  The officers of the corporation shall be
chosen by the board of directors and shall be a chairman of the board, a
president, a secretary and a treasurer.  The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant treasurers.
Any number of offices, except the offices of president and secretary may be
held by the same person.  The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

            Section 2.  Compensation.  The salaries of all officers and agents
of the corporation shall be fixed by the board of directors or a committee or
officer appointed by the board.

            Section 3.  Term of Office.  Unless otherwise provided by
resolution of the board of directors, the principal officers shall be chosen
annually by the board at the first meeting of the board following the annual
meeting of shareholders of the corporation, or as soon thereafter as is
conveniently possible.  Subordinate officers may be elected from time to time.
Each officer shall serve until his successor shall have been chosen and
qualified, or until his death, resignation or removal.

            Section 4.  Removal.  Any officer may be removed from office at any
time, with or without cause, by the board of directors whenever in its judgment
the best interest of the corporation will be served thereby.

            Section 5.  Vacancies.  Any vacancy in an office resulting from any
cause may be filled by the board of directors.

            Section 6.  Powers and Duties.  Except as hereinafter provided, the
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.


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                          (a)     Chairman of the Board.  The chairman of the
            board shall be the chief executive officer of the corporation and
            shall preside at all meetings of the shareholders and the board of
            directors.  Except where by law the signature of the president is
            required, the chairman shall possess the same power as the
            president to sign all certificates representing shares of the
            capital stock of the corporation and all bonds, mortgages and other
            contracts requiring a seal, under the seal of the corporation.

                          (b)     Vice Chairman of the Board.  The vice
            chairman of the board shall in the absence of the chairman of the
            board preside at all meetings of the shareholders and the board of
            directors, and shall perform such other duties and have such other
            powers as the board of directors may from time to time prescribe.

                          (c)     President.  The president shall be the chief
            operations officer of the corporation, and in the absence of the
            chairman of the board shall preside at all meetings of the
            shareholders and the board of directors.  The president shall have
            general and active management of the business of the corporation
            and shall see that all orders and resolutions of the board of
            directors are carried into effect.  He shall execute bonds,
            mortgages and other contracts requiring a seal, under the seal of
            the corporation, except where required or permitted by law to be
            otherwise signed and executed and except where the signing and
            execution thereof shall be expressly delegated by the board of
            directors to some other officer or agent of the corporation.

                          (d)     Vice-President.  In the absence of the
            president or in the event of his inability or refusal to act, the
            vice-president (or in the event there be more than one
            vice-president, the vice presidents in the order designated, or in
            the absence of any designation, then in order of their election)
            shall perform the duties of the president, and when so acting,
            shall have all the powers of and be subject to all the restrictions
            upon the president.  The vice-presidents shall perform such other
            duties and have such other powers as the board of directors may
            from time to time prescribe.

                          (e)     Secretary.  The secretary shall attend all
            meetings of the board of directors and all meetings of the
            shareholders and record of all the proceedings of the meetings of
            the corporation and of the board of directors in a book to be kept
            for that purpose and shall perform

            like duties for the standing committees when required.  He shall
            give, or cause to be given, notice of all meetings of the
            shareholders and special meetings of the board of directors, and
            shall perform such other duties as may be prescribed by the board
            of directors or president, under whose supervision he shall be.  He
            shall have custody of the corporate seal of the corporation and he,
            or an assistant secretary, shall have authority to affix the same
            to any instrument requiring it and when so affixed, it may be
            attested by his signature or by the signature of such assistant
            secretary.  The board of directors may give general authority to
            any other officer to affix the seal of the corporation and to
            attest the affixing by his signature.

                          (f)     Assistant Secretary.  The assistant secretary
            or if there be more than one, the assistant secretaries in the
            order determined by the board of directors (or if there be no such
            determination, then in the order of their election), shall, in the
            absence of the secretary or in the event of his inability or
            refusal to act, perform the duties and exercise the powers of the
            secretary and shall perform such other duties and have such other
            powers as the board of directors may from time to time prescribe.



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                          (g)     Treasurer.  The treasurer shall have the
            custody of the corporate funds and securities and shall keep full
            and accurate accounts of receipts and disbursements in books
            belonging to the corporation and shall deposit all moneys and other
            valuable effects in the name and to the credit of the corporation
            in such depositories as may be designated by the board of
            directors.  He shall disburse the funds of the corporation as may
            be ordered by the board of directors, taking proper vouchers for
            such disbursements, and shall render to the chairman of the board,
            the president and the board of directors, at its regular meetings,
            or when the board of directors so requires, an account of all his
            transactions as treasurer and of the financial condition of the
            corporation.  If required by the board of directors, he shall give
            the corporation a bond (which shall be renewed every six years) in
            such sum and with such surety or sureties as shall be satisfactory
            to the board of directors for the faithful performance of the
            duties of his office and for the restoration to the corporation, in
            case of his death, resignation, retirement or removal from office,
            of all books, papers, vouchers, money and other property of
            whatever kind in his possession or under his control belonging to
            the corporation.

                          (h)     Assistant Treasurer.  The assistant
            treasurer, or if there shall be more than one, the assistant
            treasurers in the order determined by the board of directors (or if
            there be no such determination, then in the order of their
            election) shall, in the absence of the treasurer or in the event of
            his inability or refusal to act, perform the duties and exercise
            the powers of the treasurer and shall perform such other duties and
            have such other powers as the board of directors may from time to
            time prescribe.

            Section 7.  Voting Securities of the Corporation.  Unless otherwise
ordered by the board of directors, the chairman of the board and the president
shall each have full power and authority on behalf of the corporation to attend
and to act and vote at any meetings of security holders of corporations in
which the corporation may hold securities, and at such meetings shall possess
and may exercise any and all rights and powers incident to the ownership of
such securities which the corporation might have possessed and exercised if it
had been present.  The board of directors by resolution from time to time may
confer like powers upon any other person or persons.

                                   ARTICLE V

                                  CERTIFICATE

            Section 1.  Form of Certificate.  Every holder of fully-paid stock
in the corporation shall be entitled to have a certificate in such form as the
board of directors may from time to time prescribe.

            Section 2.  Lost Certificates.  The board of directors may direct
that a new certificate be issued in place of any certificate theretofore issued
by the corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the  owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.







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            Section 3.  Transfers.  (a) Transfers of shares of the capital
stock of the corporation shall be made only on the books of the corporation by
the registered holder thereof, or by his duly authorized attorney, or with a
transfer clerk or transfer agent appointed as provided in Section 5 of this
Article, and on surrender of the certificates for such shares properly endorsed
and the payment of all taxes thereon.

            (b)           The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and for all other purposes, 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, except as otherwise provided by law.

            (c)           Shares of capital stock may be transferred by
delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or by separate written power of
attorney to sell, assign and transfer the same, signed by the record holder
thereof, or by his duly authorized attorney-in-fact, but no transfer shall
affect the right of the corporation to pay any dividend upon the stock to the
holder of record as the holder in fact thereof for all purposes, and no
transfer shall be valid, except between the parties thereto, until such
transfer shall have been made upon the books of the corporation as herein
provided.

            (d)           The board may, from time to time, make such
additional rules and regulations as it may deem expedient, not inconsistent
with these by-laws or the articles of incorporation, concerning the issue,
transfer and registration of certificates for shares of the capital stock of
the corporation.

            Section 4.  Record Date.  In order that the corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall not be more than 50 days and, in case of
a meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of and to vote at any meeting of shareholders, the record date shall be
at the close of business on the day next preceding the day on which the notice
is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.  If no record date is fixed for
other purposes, the record date shall be at the close of business on the day
next preceding the day on which the board of directors adopts the resolution
relating thereto.  A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of
the meeting unless the board of directors shall fix a new record date for the
adjourned meeting.

            Section 5.  Transfer Agent and Registrar.  The board of directors
may appoint one or more transfer agents or 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.












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                                   ARTICLE VI

                               GENERAL PROVISIONS

            Section 1.  Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if
any, may be declared by the board of directors at any regular or special
meetings, pursuant to law.  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.  Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

            Section 2.  Fiscal Year.  The fiscal year of the corporation shall
be fixed by resolution of the board of directors.

            Section 3.  Seal.  The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal" and "Georgia".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.  In
the event it is inconvenient to use such a seal at any time, the signature of
the corporation followed by the word "Seal" enclosed in parentheses shall be
deemed the seal of the corporation.

            Section 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:

                          (1)     A balance sheet showing in a reasonable
            detail the financial condition of the corporation as of the close
            of its fiscal year, and

                          (2)     A profit and loss statement showing the
            results of its operations during its fiscal year.

Upon 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.

                                  ARTICLE VII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 1.  Right of Indemnification and Standards of Conduct.
Every person (and the heirs and legal representatives of such person) who is or
was a director or officer of this corporation or any other corporation of which
he served as such at the request of this corporation and of which this
corporation directly or indirectly is a shareholder or creditor, or in which,
or in the stocks, bonds, securities or other obligations of which it is in any
way interested, may in accordance with Section 2 hereof be indemnified for any
liability and expense that may be incurred by him in connection with or
resulting from any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative (whether
brought by or in the right of this corporation or otherwise), or in connection
with any appeal relating thereto, in which he may become involved, as a party
or prospective party or otherwise, by reason of his being or having been a
director of officer of this corporation or such other corporation, or by reason
of any action taken or not taken in his capacity as such director of officer or
as a member of any committee appointed by the board of directors of this





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corporation to act for, in the interest of, or on behalf of this corporation,
whether or not he continues to be such at the time such liability or expense
shall have been incurred; provided such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
this corporation and, in addition, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that his conduct was
unlawful.  As used in this Article, the terms "liability" and "expense" shall
include, but shall not be limited to, counsel fees and disbursements and
amounts of judgments, fines or penalties, and amounts paid in compromise or
settlement by a director of officer.  The termination of any claim, action,
suit or proceeding, by judgment, order, compromise, settlement (with or without
court approval) or conviction or upon a plea of guilty or of nolo contendere,
or its equivalent, shall not create a presumption that a director or officer
did not meet the standards of conduct set forth in this Section.

            Section 2.  Determination of Right of Indemnification.  Every
person (and the heirs and legal representatives of such person) referred to in
Section 1 hereof who has been wholly successful, on the merits or otherwise,
with respect to any claim, action, suit or proceeding of the character
described in Section 1 hereof shall be entitled to indemnification as of right
without any further action or approval by the board of directors.  Except as
provided in the immediately preceding sentence, any indemnification under
Section 1 next above shall be made at the discretion of this corporation, but
only if (a) the board of directors, acting by majority vote of a quorum
consisting of directors who were not parties to such claim, action, suit or
proceeding, present or voting, shall find that the director or officer has met
the standard of conduct set forth in Section 1 hereof, or (b) if no such quorum
of the board exists, independent legal counsel selected by any Judge of the
United States District Court for the Northern District of Georgia, at the
request of either the corporation or the person seeking indemnification, shall
deliver to the corporation their written opinion that such director or officer
has met such standards, or (c) the holders of a majority of stock then entitled
to vote for the election of directors shall determine by affirmative vote that
such director or officer has met such standards.

            Notwithstanding the foregoing, no officer or director who was or is
a party to any 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 an officer or
director of this or such other corporation shall be determined in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to this
corporation unless and except to the extent that the Court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability and in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court shall deem proper.

            Section 3.  Advance of Expenses.  Expenses incurred with respect to
any claim, action, suit or proceeding of the character described in Section 1
of this Article VII may be advanced by the corporation prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless it shall ultimately be determined that he
is entitled to indemnification under this Article.

            Section 4.  Rights of Indemnification Cumulative.  The rights of
indemnification provided in this Article VII shall be in addition to any rights
to which any such director or officer or other person may otherwise be entitled
under any by-law, agreement, vote of shareholders, or otherwise, and shall be
in addition to the power of the corporation to purchase and maintain insurance
on behalf of any such director or officer or other person against any liability
asserted against him and incurred by him in such capacity, or arising out of
his status as such, regardless of whether the corporation would have the power
to indemnify him against such liability under this Article or otherwise.






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            Section 5.  Statement to Stockholders.  If any expenses or other
amounts are paid by way of indemnification, otherwise than by court order or
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 unless such meeting is held within three months
from the date of such payment, and, in any event, within 15 months from the
date of such payment, send by first class mail to its shareholders of record at
the time entitled to vote for the election of directors a statement specifying
the person paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

                                  ARTICLE VIII

                                   AMENDMENTS

            The board of directors shall have power to alter, amend or repeal
the by-laws or adopt new by-laws by majority vote of all of the directors, but
any by-laws adopted by the board of directors may be altered, amended or
repealed and new by-laws adopted, by the shareholders by majority vote of all
of the shares having voting power.





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