EXHIBIT 3.2





                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                         PREMIERE GLOBAL SERVICES, INC.




                          Adopted as of March 15, 2006




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                                TABLE OF CONTENTS

                                                                          PAGE

ARTICLE ONE..................................................................1

   Name and Office...........................................................1

      1.1      Name..........................................................1
      1.2      Registered Office and Agent...................................1
      1.3      Principal Office..............................................1
      1.4      Other Offices.................................................1

ARTICLE TWO..................................................................1

   Shareholders' Meetings....................................................1

      2.1      Place of Meetings.............................................1
      2.2      Annual Meeting................................................1
      2.3      Special Meetings..............................................2
      2.4      Notice or Meetings............................................2
      2.5      Waiver of Notice..............................................2
      2.6      Voting Group; Quorum; Vote Required to Act....................2
      2.7      Voting of Shares..............................................3
      2.8      Proxies.......................................................3
      2.9      Presiding Officer.............................................3
      2.10     Adjournments..................................................4
      2.11     Conduct of the Meeting........................................4
      2.12     Action of Shareholders Without a Meeting......................4
      2.13     Matters Considered At Annual Meetings.........................4

ARTICLE THREE................................................................5

   Board of Directors........................................................5

      3.1      General Powers................................................5
      3.2      Number, Election and Term of Office...........................5
      3.3      Removal of Directors..........................................6
      3.4      Vacancies.....................................................6
      3.5      Compensation..................................................6
      3.6      Committees of the Board of Directors..........................6
      3.7      Qualification of Directors....................................6
      3.8      Certain Nomination Requirements...............................6

ARTICLE FOUR.................................................................7

   Meetings of the Board of Directors........................................7

      4.1      Regular Meetings..............................................7
      4.2      Special Meetings..............................................8
      4.3      Place of Meetings.............................................8

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      4.4      Notice of Meetings............................................8
      4.5      Quorum........................................................8
      4.6      Vote Required for Action......................................8
      4.7      Participation by Conference Telephone.........................8
      4.8      Action by Directors Without a Meeting.........................8
      4.9      Adjournments..................................................8
      4.10     Waiver of Notice..............................................9

ARTICLE FIVE.................................................................9

   Officers..................................................................9

      5.1      Offices.......................................................9
      5.2      Term..........................................................9
      5.3      Compensation..................................................9
      5.4      Removal.......................................................9
      5.5      Chairman of the Board........................................10
      5.6      Chief Executive Officer......................................10
      5.7      President....................................................10
      5.8      Chief Operating Officer......................................10
      5.9      Vice Presidents..............................................10
      5.10     Secretary....................................................10
      5.11     Treasurer....................................................11
      5.12     Vice Chairmen................................................11

ARTICLE SIX.................................................................11

   Distributions and Dividends..............................................11


ARTICLE SEVEN...............................................................11

   Shares...................................................................11

      7.1      Share Certificates...........................................11
      7.2      Rights of Corporation With Respect to Registered Owners......11
      7.3      Transfers of Shares..........................................12
      7.4      Duty of Corporation to Register Transfer.....................12
      7.5      Lost, Stolen, or Destroyed. Certificates.....................12
      7.6      Fixing of Record Date........................................12
      7.7      Record Date If None Fixed....................................12

ARTICLE EIGHT...............................................................13

   Indemnification..........................................................13

      8.1      Indemnification of Directors.................................13
      8.2      Indemnification of Others....................................13
      8.3      Other Organizations..........................................13
      8.4      Advances.....................................................13
      8.5      Non-exclusivity..............................................14
      8.6      Insurance....................................................14
      8.7      Notice.......................................................14
      8.8      Security.....................................................14

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      8.9      Amendment....................................................15
      8.10     Agreements...................................................15
      8.11     Continuing Benefits..........................................15
      8.12     Successors...................................................15
      8.13     Severability.................................................15
      8.14     Additional Indemnification...................................15

ARTICLE NINE................................................................16

   Miscellaneous............................................................16

      9.1      Inspection of Books and Records..............................16
      9.2      Fiscal Year..................................................16
      9.3      Corporate Seal...............................................16
      9.4      Annual Statements............................................16
      9.5      Notice.......................................................16
      9.6      Business Combination.........................................17

ARTICLE TEN.................................................................17

   Amendments...............................................................17

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                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                         PREMIERE GLOBAL SERVICES, INC.

         References  in these Bylaws to "Articles of  Incorporation"  are to the
Articles  of  Incorporation,  as  amended  and  restated  from time to time,  of
Premiere Global Services, Inc.

         All of these Bylaws are subject to contrary provisions,  if any, of the
Articles of  Incorporation  (including  provisions  designating the preferences,
limitations,  and relative rights of any class or series of shares), the Georgia
Business  Corporation Code (the "Code"),  and other applicable law, as in effect
on and after the effective  date of these Bylaws.  References in these Bylaws to
"Sections" shall refer to sections of the Bylaws, unless otherwise indicated.

                                   ARTICLE ONE

                                 Name and Office

         1.1      NAME. The name of the Corporation is Premiere Global Services,
Inc.

         1.2      REGISTERED  OFFICE AND AGENT. The Corporation shall maintain a
registered office and shall have a registered agent whose business office is the
same as the registered office.

         1.3      PRINCIPAL  OFFICE.  The  principal  office of the  Corporation
shall be at the place designated in the Corporation's  annual  registration with
the Georgia Secretary of State.

         1.4      OTHER  OFFICES.  In  addition  to its  registered  office  and
principal office,  the Corporation may have offices at other locations either in
or outside the State of Georgia.

                                   ARTICLE TWO

                             Shareholders' Meetings

         2.1      PLACE OF MEETINGS.  Meetings of the Corporation's shareholders
may be held at any location inside or outside the State of Georgia designated by
the Board of  Directors  or any other  person or persons who  properly  call the
meeting,  or if the Board of  Directors  or such other  person or persons do not
specify a location, at the Corporation's principal office.

         2.2      ANNUAL  MEETING.  The Corporation shall hold an annual meeting
of  shareholders,  at a time  determined  by the  Board of  Directors,  to elect
directors  and to  transact  any  business  that  properly  may come  before the
meeting.  The  annual  meeting  may  be  combined  with  any  other  meeting  of
shareholders, whether annual or special.

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         2.3      SPECIAL  MEETINGS.  Special meetings of shareholders of one or
more classes or series of the Corporation's  shares may be called at any time by
the Board of  Directors,  the  Chairman  of the  Board,  or the Chief  Executive
Officer,  and shall be called by the Corporation  upon the request in writing or
by electronic  transmission  (in compliance with applicable  requirements of the
Code) of the holders of shares representing 25% or more of the votes entitled to
be cast  on  each  issue  proposed  to be  considered  at the  special  meeting;
provided,  however,  that  at  any  time  the  Corporation  has  more  than  100
shareholders  of  record,  such  request  must be made by the  holders of shares
representing 75% or more of the votes entitled to be cast on each issue proposed
to be considered at the special meeting.  The business that may be transacted at
any special  meeting of  shareholders  shall be limited to that  proposed in the
notice of the special  meeting given in accordance  with Section 2.4  (including
related or incidental matters that may be necessary or appropriate to effectuate
the proposed business).

         2.4      NOTICE OF MEETINGS. In accordance with Section 9.5 and subject
to waiver by a shareholder  pursuant to Section 2.5, the Corporation  shall give
written  notice  of the  date,  time,  and  place  of each  annual  and  special
shareholders'  meeting  no fewer  than 10 days nor more than 60 days  before the
meeting date to each shareholder of record entitled to vote at the meeting.  The
notice of an annual  meeting  need not state the purpose of the  meeting  unless
these Bylaws require otherwise.  The notice of a special meeting shall state the
purpose for which the meeting is called.  If an annual or special  shareholders'
meeting is adjourned to a different  date,  time or  location,  the  Corporation
shall  give  shareholders  notice  of the  new  date,  time or  location  of the
adjourned  meeting,  unless a quorum of shareholders  was present at the meeting
and information  regarding the adjournment was announced  before the meeting was
adjourned;  PROVIDED,  HOWEVER, that if a new record date is or must be fixed in
accordance with Section 7.6, the  Corporation  must give notice of the adjourned
meeting to all shareholders of record as of the new record date who are entitled
to vote at the adjourned meeting.

         2.5      WAIVER  OF NOTICE. A shareholder may waive any notice required
by the Code, the Articles of Incorporation, or these Bylaws, before or after the
date and time of the matter to which the notice  relates,  by  delivering to the
Corporation a waiver of notice in writing or by electronic  transmission  signed
by the  shareholder  entitled  to  the  notice.  In  addition,  a  shareholder's
attendance  at a meeting shall be (a) a waiver of objection to lack of notice or
defective  notice of the meeting unless the  shareholder at the beginning of the
meeting  objects to holding the meeting or transacting  business at the meeting,
and (b) a waiver of objection  to  consideration  of a particular  matter at the
meeting that is not within the purpose stated in the meeting notice,  unless the
shareholder  objects to considering  the matter when it is presented.  Except as
otherwise  required  by the  Code,  neither  the  purpose  of nor  the  business
transacted at the meeting need be specified in any waiver.

         2.6      VOTING  GROUP;  QUORUM;  VOTE  REQUIRED  TO  ACT.  (a)  Unless
otherwise required by the Code or the Articles of Incorporation,  all classes or
series of the Corporation's  shares entitled to vote generally on a matter shall
for that purpose be  considered a single  voting  group (a "Voting  Group").  If
either the Articles of Incorporation or the Code requires separate voting by two
or more  Voting  Groups on a matter,  action on that  matter is taken  only when
voted  upon  by  each  such  Voting  Group   separately.   At  all  meetings  of
shareholders,  any Voting Group  entitled

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to vote on a matter  may take  action  on the  matter  only if a quorum  of that
Voting Group exists at the meeting,  and if a quorum exists the Voting Group may
take action on the matter  notwithstanding  the absence of a quorum of any other
Voting Group that may be entitled to vote  separately on the matter.  Unless the
Articles of  Incorporation,  these Bylaws, or the Code provides  otherwise,  the
presence  (in person or by proxy) of shares  representing  a  majority  of votes
entitled to be cast on a matter by a Voting  Group shall  constitute a quorum of
that  Voting  Group with regard to that  matter.  Once a share is present at any
meeting  other than  solely to object to  holding  the  meeting  or  transacting
business at the meeting,  the share shall be deemed present for quorum  purposes
for the  remainder  of the meeting  and for any  adjournments  of that  meeting,
unless a new record date for the adjourned meeting is or must be set pursuant to
Section 7.6 of these Bylaws.

         (b)      Except as provided in Section 3.2, if a quorum exists,  action
on a matter by a Voting Group is approved by that Voting Group if the votes cast
within the Voting Group  favoring the action  exceed the votes cast opposing the
action,  unless the Articles of Incorporation,  a provision of these Bylaws that
has been adopted  pursuant to Section  14-2-1021  of the Code (or any  successor
provision), or the Code requires a greater number of affirmative votes.

         2.7      VOTING OF SHARES. Unless otherwise required by the Code or the
Articles of Incorporation,  each outstanding share of any class or series having
voting  rights shall be entitled to one vote on each matter that is submitted to
a vote of shareholders.

         2.8      PROXIES.  A shareholder  entitled to vote on a matter may vote
in person or by proxy  pursuant  to an  appointment  executed  in writing by the
shareholder   or  by  his  or  her   attorney-in-fact.   Any   copy,   facsimile
telecommunication,  or  other  reliable  reproduction  of  such  writing  may be
substituted  or used in lieu of the original  writing,  provided that such copy,
facsimile   telecommunication,   or  other  reproduction  shall  be  a  complete
reproduction of the entire original writing.  An appointment of a proxy shall be
valid for 11 months from the date of its  execution,  unless a longer or shorter
period is expressly stated in the proxy.

         2.9      PRESIDING  OFFICER.  Except  as  otherwise  provided  in  this
Section 2.9, the Chairman of the Board,  and in his or her absence or disability
the Chief Executive Officer,  shall preside at every shareholders'  meeting (and
any  adjournment  thereof)  as its  chairman,  if either of them is present  and
willing to serve.  If neither the Chairman of the Board nor the Chief  Executive
Officer is present and willing to serve as chairman of the  meeting,  and if the
Chairman  of the Board has not  designated  another  person who is  present  and
willing to serve, then a majority of the Corporation's  directors present at the
meeting  shall be entitled to  designate  a person to serve as  chairman.  If no
director  of the  Corporation  is present at the meeting or if a majority of the
directors who are present cannot be established,  then a chairman of the meeting
shall be  selected by a majority  vote of (a) the shares  present at the meeting
that would be entitled to vote in an  election of  directors,  or (b) if no such
shares  are  present at the  meeting,  then the  shares  present at the  meeting
comprising  the Voting  Group with the largest  number of shares  present at the
meeting and entitled to vote on a matter  properly  proposed to be considered at
the meeting.  The chairman of the meeting may designate  other persons to assist
with the meeting.

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         2.10     ADJOURNMENTS.  At any meeting of  shareholders  (including  an
adjourned  meeting),  a  majority  of shares of any  Voting  Group  present  and
entitled  to vote at the  meeting  (whether  or not those  shares  constitute  a
quorum) may adjourn the meeting,  but only with respect to that Voting Group, to
reconvene at a specific time and place. If more than one Voting Group is present
and  entitled  to vote on a  matter  at the  meeting,  then the  meeting  may be
continued with respect to any such Voting Group that does not vote to adjourn as
provided above, and such Voting Group may proceed to vote on any matter to which
it is otherwise entitled to do so; PROVIDED,  HOWEVER, that if (a) more than one
Voting  Group is  required to take action on a matter at the meeting and (b) any
one of those Voting Groups votes to adjourn the meeting (in accordance  with the
preceding  sentence),  then the  action  shall not be deemed to have been  taken
until the  requisite  vote of any  adjourned  Voting  Group is  obtained  at its
reconvened  meeting.  The only business that may be transacted at any reconvened
meeting is business  that could have been  transacted  at the  meeting  that was
adjourned,  unless  further  notice of the  adjourned  meeting has been given in
compliance  with the  requirements  for a special  meeting  that  specifies  the
additional  purpose  or  purposes  for  which the  meeting  is  called.  Nothing
contained in this  Section 2.10 shall be deemed or otherwise  construed to limit
any lawful authority of the chairman of a meeting to adjourn the meeting.

         2.11     CONDUCT  OF THE MEETING.  At any meeting of shareholders,  the
chairman  of the  meeting  shall be  entitled  to  establish  the rules of order
governing the conduct of business at the meeting.

         2.12     ACTION OF SHAREHOLDERS  WITHOUT A MEETING.  Action required or
permitted  to be taken at a  meeting  of  shareholders  may be taken  without  a
meeting  if the  action  is taken by all  shareholders  entitled  to vote on the
action or, if permitted by the Articles of  Incorporation,  by persons who would
be  entitled  to vote at a  meeting  shares  having  voting  power  to cast  the
requisite  number of votes (or  numbers,  in the case of voting by groups)  that
would be  necessary  to  authorize  or take the action at a meeting at which all
shareholders  entitled  to vote were  present  and  voted.  The  action  must be
evidenced by one or more written consents describing the action taken, signed by
shareholders  entitled to take action  without a meeting,  and  delivered to the
Corporation  for inclusion in the minutes or filing with the corporate  records.
Where required by Section  14-2-704 or other  applicable  provision of the Code,
the Corporation shall provide  shareholders with written notice of actions taken
without a meeting.

         2.13     MATTERS   CONSIDERED  AT  ANNUAL   MEETINGS.   Notwithstanding
anything  to the  contrary  in  these  Bylaws,  the  only  business  that may be
conducted at an annual meeting of shareholders  shall be business brought before
the meeting (a) by or at the  direction of the Board of  Directors  prior to the
meeting,  (b) by or at the  direction  of the Chairman of the Board or the Chief
Executive Officer, or (c) by a shareholder of the Corporation who is entitled to
vote with respect to the business  and who complies  with the notice  procedures
set forth in this Section 2.13.  For business to be brought  properly  before an
annual meeting by a shareholder,  the shareholder  must have given timely notice
of the business in writing to the Secretary of the Corporation.  To be timely, a
shareholder's  notice  must  be  delivered  or  mailed  to and  received  at the
principal  offices  of the  Corporation  not less  than  120 nor  more  than 150
calendar  days  before the first  anniversary  of the date of the  Corporation's
notice of annual meeting sent to  shareholders  in connection  with the previous
year's  annual  meeting;  provided,  that if no annual

                                     - 4 -
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meeting was held in the previous year or the date of the annual meeting has been
established  to be more than 30 calendar  days earlier than or 60 calendar  days
after the  anniversary  of the previous  year's  annual  meeting,  notice by the
shareholder,  to be timely,  must be so received not later than the later of (i)
60 days prior to the annual  meeting or (ii) the close of  business  on the 10th
day following the day on which such notice of the date of the annual meeting was
mailed,  whichever first occurs.  A shareholder's  notice to the Secretary shall
set  forth a brief  description  of each  matter  of  business  the  shareholder
proposed  to bring  before the  meeting  and the  reasons  for  conducting  that
business at the meeting; the name, as it appears on the Corporation's books, and
address  of the  shareholder  proposing  the  business;  the series or class and
number of shares of the Corporation's  capital stock that are beneficially owned
by the shareholder; and any material interest of the shareholder in the proposed
business.  The chairman of the meeting  shall have the  discretion to declare to
the meeting that any business  proposed by a shareholder to be considered at the
meeting is out of order and that such  business  shall not be  transacted at the
meeting if (i) the  chairman  concludes  that the matter has been  proposed in a
manner  inconsistent with this Section 2.13 or (ii) the chairman  concludes that
the subject matter of the proposed  business is inappropriate  for consideration
by the shareholders at the meeting.

                                  ARTICLE THREE

                               Board of Directors

         3.1      GENERAL  POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed by, the Board of Directors,  subject to any  limitation set forth in the
Articles  of  Incorporation,  in  bylaws  approved  by the  shareholders,  or in
agreements among all the shareholders that are otherwise lawful.

         3.2      NUMBER,  ELECTION AND TERM OF OFFICE.  The number of directors
of the  Corporation  shall be fixed by resolution of the Board of Directors from
time to time and, until  otherwise  determined,  shall be between three and ten;
PROVIDED,  HOWEVER,  that no decrease in the number of directors  shall have the
effect of shortening  the term of an incumbent  director.  Except as provided in
Section  3.4,  the  directors  shall  be  elected  at  each  annual  meeting  of
shareholders,  or at a special meeting of shareholders  called for purposes that
include the  election  of  directors,  by a  plurality  of the votes cast by the
shares  entitled  to vote and  present  at the  meeting.  The terms of office of
directors will be staggered by dividing the total number of directors into three
classes,  with each class  accounting for  one-third,  as near as may be, of the
total,  with the actual number of directors  within each of the three classes to
be determined by vote of a majority of the entire Board of Directors.  The terms
of directors in the first class expire at the first annual shareholders' meeting
after their election.  The terms of the second class expire at the second annual
shareholders'  meeting  after their  election,  and the terms of the third class
expire at the third annual shareholders'  meeting after their election.  At each
annual  shareholders'  meeting held thereafter,  directors shall be chosen for a
term of three  years to  succeed  those  whose  terms  expire.  If the number of
directors is changed, any increase or decrease shall be so apportioned among the
classes as to make all classes as nearly equal in number as  possible,  and when
the number of directors is increased  and any newly  created  directorships  are
filled by the board,  the terms of the additional  directors shall expire at the
next election of directors by the  shareholders.  Each  director,  except in the
case of his earlier death, written resignation, retirement,

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disqualification  or  removal,  shall  serve for the  duration  of his term,  as
staggered,  and  thereafter  until his  successor  shall have been  elected  and
qualified.

         3.3      REMOVAL  OF  DIRECTORS.  The entire  Board of Directors or any
individual director may be removed with cause by the shareholders, provided that
directors  elected  by a  particular  Voting  Group may be  removed  only by the
shareholders  in that  Voting  Group.  Removal  action  may be  taken  only at a
shareholders'  meeting  for which  notice of the  removal  action  has been duly
given,  and a director  may be removed  only by the  holders of 75% of the votes
entitled to be cast. A removed director's  successor,  if any, may be elected at
the same  meeting  to serve the  unexpired  term.  Directors  may not be removed
without cause.

         3.4      VACANCIES.  A vacancy  occurring in the Board of Directors may
be filled  for the  unexpired  term,  unless  the  shareholders  have  elected a
successor,  by the  affirmative  vote of a majority of the remaining  directors,
whether or not the remaining directors constitute a quorum;  PROVIDED,  HOWEVER,
that if the vacant office was held by a director elected by a particular  Voting
Group,  only the  holders  of  shares  of that  Voting  Group  or the  remaining
directors  elected by that Voting  Group shall be entitled to fill the  vacancy;
PROVIDED  FURTHER,  HOWEVER,  that if the  vacant  office was held by a director
elected by a particular Voting Group and there is no remaining  director elected
by that Voting  Group,  the other  remaining  directors or director  (elected by
another  Voting Group or Groups) may fill the vacancy  during an interim  period
before the shareholders of the vacated  director's  Voting Group act to fill the
vacancy.  A vacancy or vacancies  in the Board of Directors  may result from the
death,  resignation,  disqualification,  or removal of any director,  or from an
increase in the number of directors.

         3.5      COMPENSATION.  Directors  may receive  such  compensation  for
their  services as directors as may be fixed by the Board of Directors from time
to time. A director  may also serve the  Corporation  in one or more  capacities
other than that of director and receive  compensation  for services  rendered in
those other capacities.

         3.6      COMMITTEES  OF THE BOARD OF DIRECTORS.  The Board of Directors
may designate from among its members an executive committee or one or more other
standing or ad hoc committees,  each  consisting of one or more  directors,  who
serve at the  pleasure  of the Board of  Directors.  Subject to the  limitations
imposed by the Code,  each  committee  shall have the authority set forth in the
resolution establishing the committee or in any other resolution of the Board of
Directors specifying, enlarging, or limiting the authority of the committee.

         3.7      QUALIFICATION  OF DIRECTORS.  No person  elected to serve as a
director of the  Corporation  shall assume office and begin  serving  unless and
until duly  qualified to serve,  as  determined  by  reference to the Code,  the
Articles of Incorporation,  and any further eligibility requirements established
in these Bylaws.

         3.8      CERTAIN  NOMINATION  REQUIREMENTS.  No person may be nominated
for  election  as a director  at any annual or special  meeting of  shareholders
unless (a) the nomination has been or is being made pursuant to a recommendation
or  approval  of the  Board  of  Directors  of  the  Corporation  or a  properly
constituted  committee of the Board of Directors  previously delegated authority
to recommend or approve nominees for director;  (b) the person is nominated by a

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shareholder of the  Corporation  who is entitled to vote for the election of the
nominee at the subject  meeting,  and the nominating  shareholder  has furnished
timely written notice to the Secretary of the Corporation,  which, to be timely,
must be  delivered  or mailed to and  received at the  principal  offices of the
Corporation  not less than 120 nor more than 150 calendar  days before the first
anniversary  of the date of the  Corporation's  notice of annual meeting sent to
shareholders in connection  with the previous  year's annual meeting;  provided,
that if no  annual  meeting  was  held in the  previous  year or the date of the
annual  meeting has been  established  to be more than 30 calendar  days earlier
than or 60 calendar  days after the  anniversary  of the previous  year's annual
meeting, notice by the shareholder,  to be timely, must be so received not later
than the later of (i) 60 days prior to the  annual  meeting or (ii) the close of
business on the 10th day  following the day on which such notice of the date the
annual meeting was mailed, whichever first occurs, and the notice (x) sets forth
with respect to the person to be nominated  his or her name,  age,  business and
residence  addresses,  principal  business  or  occupation  during the past five
years,  any  affiliation  with or material  interest in the  Corporation  or any
transaction  involving the  Corporation,  and any  affiliation  with or material
interest in any person or entity  having an interest  materially  adverse to the
Corporation,  and (y) is accompanied by the sworn or certified  statement of the
shareholder  that the  nominee has  consented  to being  nominated  and that the
shareholder  believes  the  nominee  will stand for  election  and will serve if
elected,  or (c) (i) the  person is  nominated  to  replace a person  previously
identified as a proposed  nominee (in accordance  with the provisions of subpart
(b) of this  Section  3.8)  who has  since  become  unable  or  unwilling  to be
nominated  or to serve if  elected,  (ii) the  shareholder  who  furnished  such
previous  identification  makes the  replacement  nomination and delivers to the
Secretary of the  Corporation (at the time of or prior to making the replacement
nomination) an affidavit or other sworn statement affirming that the shareholder
had no reason to believe the original  nominee  would be so unable or unwilling,
and (iii) such  shareholder  also  furnishes in writing to the  Secretary of the
Corporation (at the time of or prior to making the  replacement  nomination) the
same type of information  about the  replacement  nominee as required by subpart
(b) of this Section 3.8 to have been furnished about the original  nominee.  The
chairman of any meeting of shareholders at which one or more directors are to be
elected,  for good cause shown and with proper regard for the orderly conduct of
business at the  meeting,  may waive in whole or in part the  operation  of this
Section 3.8. Additionally, the chairman of the meeting shall have the discretion
to declare to the meeting that any director nomination proposed by a shareholder
to be considered at the meeting is out of order and that such  nominee(s)  shall
not be voted on at the  meeting if the  chairman  concludes  that the matter has
been proposed in a manner inconsistent with this Section 3.8.

                                  ARTICLE FOUR

                       Meetings of the Board of Directors

         4.1      REGULAR  MEETINGS. A regular meeting of the Board of Directors
shall be held in  conjunction  with each  annual  meeting  of  shareholders.  In
addition, the Board of Directors may, by prior resolution, hold regular meetings
at other times.

                                     - 7 -
<PAGE>

         4.2      SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may be called by or at the  request  of the  Chairman  of the  Board,  the Chief
Executive Officer or a majority of the directors in office at that time.

         4.3      PLACE  OF MEETINGS.  Directors may hold their  meetings at any
place in or  outside  the  State of  Georgia  that the  Board of  Directors  may
establish from time to time.

         4.4      NOTICE OF MEETINGS. Directors need not be provided with notice
of any regular  meeting of the Board of  Directors.  Unless waived in accordance
with Section 4.10, the Corporation shall give at least twenty-four hours' notice
to each director of the date, time, and place of each special meeting. Notice of
a meeting  shall be deemed to have been given to any director in  attendance  at
any prior meeting at which the date,  time, and place of the subsequent  meeting
was announced.

         4.5      QUORUM.  At meetings of the Board of Directors,  a majority of
the directors  then in office shall  constitute a quorum for the  transaction of
business.

         4.6      VOTE  REQUIRED FOR ACTION.  If a quorum is present when a vote
is taken,  the vote of a majority  of the  directors  present at the time of the
vote will be the act of the  Board of  Directors,  unless  the vote of a greater
number is required by the Code, the Articles of incorporation,  or these Bylaws.
A director who is present at a meeting of the Board of Directors  when corporate
action is taken is deemed to have  assented to the action taken unless (a) he or
she  objects  at the  beginning  of the  meeting  (or  promptly  upon his or her
arrival) to holding the  meeting or  transacting  business at it; (b) his or her
dissent or  abstention  from the action  taken is entered in the  minutes of the
meeting;  or (c) he or she delivers  written  notice of dissent or abstention to
the  presiding  officer  of  the  meeting  before  its  adjournment  or  to  the
Corporation  immediately after adjournment of the meeting.  The right of dissent
or  abstention  is not  available to a director who votes in favor of the action
taken.

         4.7      PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of
Directors  may  participate  in a meeting  of the  Board by means of  conference
telephone  or  similar  communications   equipment  through  which  all  persons
participating  may hear and  speak to each  other.  Participation  in a  meeting
pursuant to this Section 4.7 shall constitute presence in person at the meeting.

         4.8      ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a  meeting  if a  consent  in  writing  or by  electronic  transmission,
describing  the action  taken,  is signed by each  director and delivered to the
Corporation  for inclusion in the minutes or filing with the corporate  records.
The consent may be  executed in  counterpart,  and shall have the same force and
effect as a unanimous vote of the Board of Directors at a duly convened meeting.

         4.9      ADJOURNMENTS.  A meeting of the Board of Directors, whether or
not a quorum is present, may be adjourned by a majority of the directors present
to  reconvene  at a specific  time and place.  It shall not be necessary to give
notice to the  directors  of the  reconvened  meeting or of the  business  to be
transacted, other than by announcement at the meeting that was adjourned,

                                     - 8 -
<PAGE>

unless a quorum was not present at the meeting that was adjourned, in which case
notice shall be given to directors in the same manner as for a special  meeting.
At any such reconvened meeting at which a quorum is present, any business may be
transacted that could have been transacted at the meeting that was adjourned.

         4.10     WAIVER  OF NOTICE. A director may waive any notice required by
the Code,  the Articles of  Incorporation,  or these Bylaws  before or after the
date and time of the matter to which the notice relates,  by a waiver in writing
or by  electronic  transmission  signed by the  director  and  delivered  to the
Corporation  for inclusion in the minutes or filing with the corporate  records.
Attendance by a director at a meeting shall  constitute  waiver of notice of the
meeting,  except  where a director at the  beginning of the meeting (or promptly
upon his or her  arrival)  objects to  holding  the  meeting  or to  transacting
business  at the meeting  and does not  thereafter  vote for or assent to action
taken at the meeting.

                                  ARTICLE FIVE

                                    Officers

         5.1      OFFICES.  The officers of the  Corporation  shall consist of a
Chairman of the Board, Chief Executive  Officer, a President,  a Chief Operating
Officer,  and a  Secretary,  each of whom shall be elected or  appointed  by the
Board of  Directors.  The Board of  Directors  from time to time may  create and
establish  the duties of other  offices and may elect or appoint,  or  authorize
specific  senior  officers  to  appoint  the  persons  who shall hold such other
offices  (including a Treasurer,  one or more Vice  Presidents,  Assistant  Vice
Presidents,  and the like),  one or more Vice  Chairmen,  one or more  Assistant
Secretaries, and one or more Assistant Treasurers. Whether or not so provided by
the Board of  Directors,  the  Chairman  of the Board  may  appoint  one or more
Assistant  Secretaries  and one or more  Assistant  Treasurers.  Any two or more
offices may be held by the same  person.  Until a Treasurer  is appointed by the
Board,  the  Secretary  shall be  responsible  for the  duties of the  Treasurer
described in Section 5.11 below.

         5.2      TERM. Each officer shall serve at the pleasure of the Board of
Directors (or, if appointed by a senior  officer  pursuant to this Article Five,
at the pleasure of the Board of Directors or any senior  officer  authorized  to
have appointed the officer) until his or her death, resignation,  or removal, or
until his or her  replacement  is elected or appointed in  accordance  with this
Article Five.

         5.3      COMPENSATION.   The   compensation  of  all  officers  of  the
Corporation  shall be  fixed by the  Board of  Directors  or by a  committee  or
officer  appointed  by the  Board  of  Directors.  Officers  may  serve  without
compensation.

         5.4      REMOVAL. All officers (regardless of how elected or appointed)
may be  removed,  with or  without  cause,  by the Board of  Directors,  and any
officer appointed by another officer may also be removed, with or without cause,
by any senior  officer  authorized to have  appointed the officer to be removed.
Removal will be without  prejudice to the contract rights, if any, of the person
removed,  but shall be  effective,  notwithstanding  any  damage  claim that may
result from infringement of such contract rights.

                                     - 9 -
<PAGE>

         5.5      CHAIRMAN  OF THE BOARD. The Chairman of the Board (if there be
one) shall preside at and serve as chairman of meetings of the  shareholders and
of the Board of Directors  (unless  another person is selected under Section 2.9
to act as  chairman).  The Chairman of the Board shall  perform other duties and
have  other  authority  as may from  time to time be  delegated  by the Board of
Directors.

         5.6      CHIEF  EXECUTIVE OFFICER. The Chief Executive Officer shall be
charged  with  the  general  and  active  management  of  the  business  of  the
Corporation, shall see that all orders and resolutions of the Board of Directors
are  carried  into  effect,  shall  have the  authority  to select  and  appoint
employees and agents of the Corporation, and shall, in the absence or disability
of the Chairman of the Board,  perform the duties and exercise the powers of the
Chairman  of the Board.  The Chief  Executive  Officer  shall  perform any other
duties and have any other authority as may be delegated from time to time by the
Board of Directors,  and shall be subject to the limitations  fixed from time to
time by the Board of Directors.

         5.7      PRESIDENT.  The President  shall,  subject to the authority of
the  Chairman  of the Board and the Chief  Executive  Officer,  have  day-to-day
general  management  responsibility  of the  business  of the  Corporation.  The
President  shall also have such  powers  and  perform  such  duties and have any
authority as may be delegated  from time to time by the Board of Directors,  the
Chairman of the Board or the Chief  Executive  Officer,  and shall be subject to
the limitations fixed from time to time by the Board of Directors,  the Chairman
of the Board or the Chief Executive Officer. In the absence or disability of the
Chief Executive Officer, the President shall perform the duties and exercise the
powers of the Chief Executive Officer and, when  specifically  authorized by the
Board of Directors,  the President  shall have the powers and perform the duties
of the Chairman of the Board.

         5.8      CHIEF  OPERATING  OFFICER.  The Chief Operating Officer shall,
subject to the  authority  of the  Chairman  of the Board,  the Chief  Executive
Officer and the  President,  have direct  superintendence  of the  Corporation's
operations,  policies, properties and affairs. The Chief Operating Officer shall
also have such powers and perform  such duties and have any  authority as may be
delegated  from time to time by the  Board of  Directors,  the  Chief  Executive
Officer or the  President,  and shall be subject to the  limitations  fixed from
time  to  time  by the  Board  of  Directors,  Chief  Executive  Officer  or the
President.  In the absence or disability of the President,  the Chief  Operating
Officer shall perform his duties and may exercise his powers.

         5.9      VICE  PRESIDENTS.  Vice  Presidents  shall  perform  any other
duties and have any other authority as from time to time may be delegated by the
Board of Directors, the Chief Executive Officer or the President.

         5.10     SECRETARY.  The Secretary  shall be responsible  for preparing
minutes of the meetings of shareholders,  directors, and committees of directors
and  for  authenticating  records  of  the  Corporation.  The  Secretary  or any
Assistant  Secretary shall have authority to give all notices required by law or
these  Bylaws.  The  Secretary  shall  be  responsible  for the  custody  of the
corporate books, records,  contracts,  and other documents. The Secretary or any
Assistant

                                     - 10 -
<PAGE>

Secretary  may affix  the  corporate  seal to any  lawfully  executed  documents
requiring it, may attest to the signature of any officer of the Corporation, and
shall sign any instrument that requires the Secretary's signature. The Secretary
or any  Assistant  Secretary  shall  perform any other duties and have any other
authority as from time to time may be delegated by the Board of  Directors,  the
Chief Executive Officer or the President.

         5.11     TREASURER.   Unless   otherwise   provided  by  the  Board  of
Directors,  the Treasurer  shall be responsible for the custody of all funds and
securities  belonging  to the  Corporation  and for  the  receipt,  deposit,  or
disbursement  of these funds and securities  under the direction of the Board of
Directors.  The Treasurer shall cause full and true accounts of all receipts and
disbursements  to be  maintained  and shall make  reports of these  receipts and
disbursements to the Board of Directors,  Chief Executive  Officer and President
upon  request.  The  Treasurer or Assistant  Treasurer  shall  perform any other
duties and have any other authority as from time to time may be delegated by the
Board of Directors, the Chief Executive Officer or the President.

         5.12     VICE  CHAIRMEN.  Each Vice  Chairman  (if there be any)  shall
perform  such  duties  and  have  such  authority  as from  time to time  may be
delegated by the Board of Directors or the Chief Executive Officer.

                                   ARTICLE SIX

                           Distributions and Dividends

         Unless the Articles of Incorporation  provide  otherwise,  the Board of
Directors,  from  time to time  in its  discretion,  may  authorize  or  declare
distributions or share dividends in accordance with the Code.

                                  ARTICLE SEVEN

                                     Shares

         7.1      SHARE  CERTIFICATES.  The interest of each  shareholder in the
Corporation  shall be a evidenced by a certificate or certificates  representing
shares of the Corporation, which shall be in such form as the Board of Directors
from time to time may adopt in  accordance  with the  Code.  Share  certificates
shall be in registered  form and shall  indicate the date of issue,  the name of
the  Corporation,  that the Corporation is organized under the laws of the State
of Georgia, the name of the shareholder,  and the number and class of shares and
designation  of  the  series,  if  any,  represented  by the  certificate.  Each
certificate  shall be signed by the  President or a Vice  President  (or in lieu
thereof,  by the Chairman of the Board or Chief Executive  Officer,  if there be
one) and may be signed by the  Secretary  or an Assistant  Secretary;  PROVIDED,
HOWEVER,  that where the certificate is signed (either manually or by facsimile)
by a transfer  agent,  or  registered  by a registrar,  the  signatures of those
officers may be facsimiles.

         7.2      RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS. Prior
to due presentation for transfer of registration of its shares,  the Corporation
may treat the  registered  owner of the shares (or the  beneficial  owner of the
shares to the extent of any rights granted by a

                                     - 11 -
<PAGE>

nominee certificate on file with the Corporation  pursuant to any procedure that
may be established by the Corporation in accordance with the Code) as the person
exclusively  entitled  to vote the  shares,  to receive  any  dividend  or other
distribution  with respect to the shares,  and for all other  purposes:  and the
Corporation  shall not be bound to recognize  any equitable or other claim to or
interest  in the shares on the part of any other  person,  whether or not it has
express  or  other  notice  of such a claim or  interest,  except  as  otherwise
provided by law.

         7.3      TRANSFERS  OF SHARES.  Transfers  of shares shall be made upon
the books of the  corporation  kept by the  Corporation or by the transfer agent
designated  to transfer the shares,  only upon  direction of the person named in
the certificate or by an attorney lawfully constituted in writing.  Before a new
certificate is issued, the old certificate shall be surrendered for cancellation
or,  in the  case  of a  certificate  alleged  to have  been  lost,  stolen,  or
destroyed,  the  provisions  of  Section  7.5 of these  Bylaws  shall  have been
complied with.

         7.4      DUTY OF CORPORATION TO REGISTER TRANSFER.  Notwithstanding any
of the  provisions of Section 7.3 of these Bylaws,  the  Corporation  is under a
duty to register the  transfer of its shares only if: (a) the share  certificate
is endorsed by the appropriate  person or persons:  (b) reasonable  assurance is
given  that  each  required  endorsement  is  genuine  and  effective;  (c)  the
Corporation  has no duty to inquire into adverse  claims or has  discharged  any
such duty;  (d) any  applicable law relating to the collection of taxes has been
complied  with;  (e) the  transfer  is in  fact  rightful  or is to a bona  fide
purchaser;  and (f) the transfer is in compliance with applicable  provisions of
any transfer restrictions of which the Corporation shall have notice.

         7.5      LOST,  STOLEN, OR DESTROYED. CERTIFICATES. Any person claiming
a share certificate to be lost,  stolen, or destroyed shall make an affidavit or
affirmation  of this claim in such a manner as the  Corporation  may require and
shall if the Corporation  requires,  give the Corporation a bond of indemnity in
form and amount, and with one or more sureties  satisfactory to the Corporation,
as the Corporation may require,  whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

         7.6      FIXING   OF  RECORD  DATE.  For  the  purpose  of  determining
shareholders (a) entitled to notice of or to vote at any meeting of shareholders
or, if necessary,  any adjournment  thereof,  (b) entitled to receive payment of
any distribution or dividend,  or (c) for any other proper purpose, the Board of
Directors may fix in advance a date as the record date.  The record date may not
be  more  than 70 days  (and,  in the  case of a  notice  to  shareholders  of a
shareholders'  meeting,  not less  than 10 days)  prior to the date on which the
particular action, requiring the determination of shareholders,  is to be taken.
A separate record date may be established for each Voting Group entitled to vote
separately on a matter at a meeting.  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 reconvened meeting, which it must do if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.

         7.7      RECORD  DATE IF NONE  FIXED.  If no  record  date is  fixed as
provided  in  Section  7.6,  then  the  record  date  for any  determination  of
shareholders that may be proper or required by law shall be, as appropriate, the
date on which notice of a shareholders' meeting is mailed, the date

                                     - 12 -
<PAGE>

on which the Board of  Directors  adopts a  resolution  declaring  a dividend or
authorizing a  distribution  or the date on which any other action is taken that
requires a determination of shareholders.

                                  ARTICLE EIGHT

                                 Indemnification

         8.1      INDEMNIFICATION  OF DIRECTORS. The Corporation shall indemnify
and hold harmless any director of the Corporation (an "Indemnified  Person") who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending or completed  action,  suit, or  proceeding,  whether  civil,  criminal,
administrative,  or  investigative,  whether  formal or informal,  including any
action  or suit by or in the  right of the  Corporation  (for  purposes  of this
Article  Eight,  collectively,  a  "Proceeding")  because  he or she is or was a
director, officer, employee, or agent of the Corporation,  against any judgment,
settlement,  penalty,  fine, or reasonable expenses (including,  but not limited
to,  attorneys' fees and  disbursements,  court costs,  and expert witness fees)
incurred with respect to the  Proceeding  (for purposes of this Article Eight, a
"Liability"),  provided, however, that no indemnification shall be made for: (a)
any appropriation by a director,  in violation of the director's  duties, of any
business opportunity of the Corporation; (b) any acts or omissions of a director
that involve intentional misconduct or a knowing violation of law; (c) the types
of liability set forth in Code Section  14-2-832;  or (d) any  transaction  from
which the director received an improper personal benefit.

         8.2      INDEMNIFICATION  OF OTHERS.  The Board of Directors shall have
the power to cause the Corporation to provide to officers, employees, and agents
of the Corporation all or any part of the right to indemnification permitted for
such persons by  appropriate  provisions of the Code.  Persons to be indemnified
may be identified by position or name, and the right of  indemnification  may be
different for each of the persons identified.  Each officer,  employee, or agent
of the Corporation so identified  shall be an "Indemnified  Person" for purposes
of the provisions of this Article Eight.

         8.3      OTHER  ORGANIZATIONS.  The  Corporation  shall provide to each
director,  and the  Board  of  Directors  shall  have the  power  to  cause  the
Corporation to provide to any officer,  employee,  or agent,  of the Corporation
who is or was  serving  at the  Corporation's  request as a  director,  officer,
partner, trustee, employee, or agent of another corporation,  partnership, joint
venture,  trust,  employee  benefit plan, or other enterprise all or any part of
the  right to  indemnification  and  other  rights  of the type  provided  under
Sections  8.1,  8.2,  8.4,  and  8.10  of this  Article  Eight  (subject  to the
conditions,  limitations, and obligations specified in those Sections) permitted
for  such  persons  by  appropriate  provisions  of  the  Code.  Persons  to  be
indemnified   may  be  identified  by  position  or  name,   and  the  right  of
indemnification may be different for each of the persons identified. Each person
so identified shall be an "Indemnified Person" for purposes of the provisions of
this Article Eight.

         8.4      ADVANCES.  Expenses (including, but not limited to, attorneys'
fees and  disbursements,  court costs,  and expert  witness fees) incurred by an
Indemnified Person in defending any Proceeding of the kind described in Sections
8.1 or 8.3, as to an Indemnified Person who is a director of the Corporation, or
in  Sections  8.2 or 8.3,  as to  other  Indemnified

                                     - 13 -
<PAGE>

Persons, if the Board of Directors has specified that advancement of expenses be
made available to any such Indemnified Person,  shall be paid by the Corporation
in advance of the final disposition of such Proceeding as set forth herein.  The
Corporation  shall  promptly pay the amount of such expenses to the  Indemnified
Person,  but in no event later than 10 days following the  Indemnified  Person's
delivery to the Corporation of a written request for an advance pursuant to this
Section 8.4, together with a reasonable  accounting of such expenses;  PROVIDED,
HOWEVER,  that the  Indemnified  Person shall furnish the  Corporation a written
affirmation  of his or her  good  faith  belief  that  he or  she  has  met  the
applicable  standard of conduct and a written undertaking and agreement to repay
to the Corporation any advances made pursuant to this Section 8.4 if it shall be
determined that the Indemnified  Person is not entitled to be indemnified by the
Corporation for such amounts. The Corporation may make the advances contemplated
by this Section 8.4 regardless of the Indemnified  Person's financial ability to
make repayment.  Any advances and undertakings to repay pursuant to this Section
8.4 may be unsecured and interest-free.

         8.5      NON-EXCLUSIVITY.  Subject to any applicable limitation imposed
by  the  Code  or  the  Articles  of  Incorporation,   the  indemnification  and
advancement  of expenses  provided by or granted  pursuant to this Article Eight
shall  not  be  exclusive  of  any  other  rights  to  which  a  person  seeking
indemnification  or  advancement of expenses may be entitled under any provision
of the  Articles  of  Incorporation,  or any  Bylaw,  resolution,  or  agreement
specifically or in general terms approved or ratified by the affirmative vote of
holders of a majority of the shares entitled to be voted thereon.

         8.6      INSURANCE.  The  Corporation  shall have the power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer, employee, or agent of the Corporation,  or who, while serving in such a
capacity,  is also or was also  serving at the request of the  Corporation  as a
director,  officer,  trustee,  partner,  employee,  or agent of any corporation,
partnership,  joint venture,  trust, employee benefit plan, or other enterprise,
against any Liability that may be asserted  against or incurred by him or her in
any such capacity,  or arising out of his or her status as such,  whether or not
the  Corporation  would  have the power to  indemnify  him or her  against  such
liability under the provisions of this Article Eight.

         8.7      NOTICE. If the Corporation indemnifies or advances expenses to
a  director  under any of  Sections  14-2-851  through  14-2-854  of the Code in
connection  with  a  Proceeding  by or in the  right  of  the  Corporation,  the
Corporation  shall,  to the extent  required by Section  14-2-1621  or any other
applicable  provision  of the Code,  report  the  indemnification  or advance in
writing to the shareholders with or before the notice of the next  shareholders'
meeting.

         8.8      SECURITY.  The Corporation may designate certain of its assets
as collateral,  provide  self-insurance,  establish one or more  indemnification
trusts,  or otherwise  secure or facilitate its ability to meet its  obligations
under this  Article  Eight,  or under any  indemnification  agreement or plan of
indemnification  adopted and entered into in accordance  with the  provisions of
this Article Eight, as the Board of Directors deems appropriate.

                                     - 14 -
<PAGE>

         8.9      AMENDMENT.  Any amendment to this Article Eight that limits or
otherwise  adversely  affects  the  right  of  indemnification,  advancement  of
expenses,  or other rights of any Indemnified Person hereunder shall, as to such
Indemnified  Person,  apply only to  Proceedings  based on actions,  events,  or
omissions (collectively, "Post Amendment Events") occurring after such amendment
and after  delivery of notice of such  amendment  to the  Indemnified  Person so
affected.  Any Indemnified  Person shall, as to any Proceeding based on actions,
events,  or omissions  occurring prior to the date of receipt of such notice, be
entitled to the right of  indemnification,  advancement  of expenses,  and other
rights under this  Article  Eight to the same extent as if such  provisions  had
continued as part of the Bylaws of the Corporation without such amendment.  This
Section 8.9 cannot be altered,  amended, or repealed in a manner effective as to
any  Indemnified  Person (except as to Post Amendment  Events) without the prior
written consent of such Indemnified Person.

         8.10     AGREEMENTS.  The  provisions  of this  Article  Eight shall be
deemed to constitute an agreement  between the Corporation and each  Indemnified
Person hereunder.  In addition to the rights provided in this Article Eight, the
Corporation shall have the power, upon  authorization by the Board of Directors,
to enter into an agreement or  agreements  providing to any  Indemnified  Person
indemnification  rights substantially  similar to those provided in this Article
Eight.

         8.11     CONTINUING   BENEFITS.   The  rights  of  indemnification  and
advancement  of expenses  permitted or  authorized  by this Article Eight shall,
unless otherwise provided when such rights are granted or conferred, continue as
to a person who has ceased to be a  director,  officer,  employee,  or agent and
shall inure to the benefit of the heirs,  executors,  and administrators of such
person.

         8.12     SUCCESSORS.  For  purposes  of this  Article  Eight,  the term
"Corporation" shall include any corporation,  joint venture, trust, partnership,
or  unincorporated  business  association  that  is  the  successor  to  all  or
substantially all of the business or assets of this Corporation,  as a result of
merger,  consolidation,  sale, liquidation, or otherwise, and any such successor
shall be liable to the persons  indemnified under this Article Eight on the same
terms and conditions and to the same extent as this Corporation.

         8.13     SEVERABILITY.  Each of the Sections of this Article Eight, and
each of the clauses set forth herein,  shall be deemed separate and independent,
and  should  any part of any such  Section  or clause  be  declared  invalid  or
unenforceable  by any  court  of  competent  jurisdiction,  such  invalidity  or
unenforceability  shall in no way render invalid or unenforceable any other part
thereof  or any  separate  Section or clause of this  Article  Eight that is not
declared invalid or unenforceable.

         8.14     ADDITIONAL   INDEMNIFICATION.  In  addition  to  the  specific
indemnification rights set forth herein, the Corporation shall indemnify each of
its directors  and such of its officers as have been  designated by the Board of
Directors  to the full  extent  permitted  by action  of the Board of  Directors
without  shareholder  approval  under  the  Code or other  laws of the  State of
Georgia as in effect from time to time.

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<PAGE>

                                  ARTICLE NINE

                                  Miscellaneous

         9.1      INSPECTION  OF BOOKS AND RECORDS. The Board of Directors shall
have  the  power  to  determine  which  accounts,  books,  and  records  of  the
Corporation  shall be available for shareholders to inspect or copy,  except for
those  books  and  records  required  by the  Code  to be  made  available  upon
compliance by a shareholder  with  applicable  requirements,  and shall have the
power  to  fix  reasonable  rules  and  regulations  (including  confidentiality
restrictions  and  procedures)  not in  conflict  with  applicable  law  for the
inspection  and  copying  of  accounts,  books,  and  records  that by law or by
determination  of the Board of Directors are made available.  Unless required by
the Code or otherwise  provided by the Board of Directors,  a shareholder of the
Corporation holding less than two percent of the total shares of the Corporation
then  outstanding  shall have no right to inspect  the books and  records of the
Corporation.

         9.2      FISCAL  YEAR.  The Board of Directors is authorized to fix the
fiscal year of the  Corporation  and to change the fiscal year from time to time
as it deems appropriate.

         9.3      CORPORATE SEAL. The corporate seal will be in such form as the
Board of Directors may from time to time  determine.  The Board of Directors may
authorize  the use of one or more  facsimile  forms of the corporate  seal.  The
corporate  seal need not be used  unless its use is  required  by law,  by these
Bylaws, or by the Articles of Incorporation.

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

         9.5      NOTICE.  (a) Whenever  these Bylaws require notice to be given
to any  shareholder,  the  notice may be given by mail,  in  person,  by courier
delivery, or by overnight delivery service. Whenever these Bylaws require notice
to be given to any  director,  the  notice may be given by mail,  in person,  by
courier delivery, by overnight delivery service, by telephone, by voice mail, by
facsimile, or by e-mail or similar electronic means. Whenever notice is given to
a shareholder  or director by mail,  the notice shall be sent by depositing  the
notice in a post  office or letter  box in a  postage-prepaid,  scaled  envelope
addressed to the  shareholder or director at his or her address as it appears on
the records of the  Corporation.  Any such written notice given by mail shall be
effective, at the time the same is deposited in the United States mail. Whenever
notice is given to a shareholder  or director by any means other than mail,  the
notice shall be deemed given when delivered to the physical  address,  facsimile
transmission  number,  e-mail address, or voice mailbox address as it appears on
the records of the  Corporation,  or in the case of notice by telephone,  to the
telephone number appearing on the records of the Corporation.

                                     - 16 -
<PAGE>

         (b) In  calculating  time  periods  for  notice,  when a period of time
measured  in  days,  weeks,  months,  years  or  other  measurement  of  time is
prescribed  for the exercise of any privilege or the discharge of any duty,  the
first day shall not be counted but the last day shall be counted.

         9.6      BUSINESS  COMBINATION.  The  Corporation  hereby  elects to be
governed by the  provisions  of Section  14-2-1132  of the Code,  pertaining  to
business combinations with interested shareholders. This Section 9.6 was adopted
by the  Corporation  as of December  18,  1995,  pursuant to an amendment to the
Bylaws in accordance with Section 14-2-1133 of the Code.

                                   ARTICLE TEN

                                   Amendments

         Except as  otherwise  provided  under the Code,  the Board of Directors
shall  have the  power to alter,  amend,  or  repeal  these  Bylaws or adopt new
Bylaws. Any Bylaws adopted by the Board of Directors may be altered, amended, or
repealed,  and new Bylaws adopted,  by the  shareholders.  The  shareholders may
prescribe  in  adopting  any Bylaw or Bylaws that the Bylaw or Bylaws so adopted
shall not be altered, amended, or repealed by the Board of Directors.  Except as
otherwise  provided in the Articles of  Incorporation,  shareholders  may alter,
amend or repeal any Bylaws or adopt new Bylaws only upon the affirmative vote of
the holders of 75% of the shares entitled to vote on the matter.


                                     - 17 -