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                                                                    EXHIBIT 3.2


                         AMENDED AND RESTATED BYLAWS OF
                                  NETZEE, INC.
                            (a Georgia corporation)

             AS AMENDED BY THE BOARD OF DIRECTORS ON APRIL 17, 2000

     References in these Bylaws to "Articles of Incorporation" are to the
Articles of Incorporation of NETZEE, INC., a Georgia corporation (the
"Corporation"), as amended and restated from time to time.

     All of these Bylaws are subject to contrary provisions, if any, of the
Articles (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 I

     Section 1. 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.

     Section 2. 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.

     Section 3. 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 II

                                  Shareholders

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on such date, at such time and at such place as shall be set by the Board
of Directors of the Corporation (the "Board of Directors") for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting.

     Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the Chairman
of the Board and Chief Executive Officer, the President, the Board of Directors
or by holders of outstanding stock having not less than seventy-five percent
(75%) of the votes entitled to be cast by all of the outstanding shares of the
Corporation.


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     Section 3. Place of Meeting. The Board of Directors may designate any
place as the place for an annual meeting or special meeting of shareholders. If
no designation is made, the place of the meeting shall be the principal office
of the Corporation.

     Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting, and, in case of a special meeting, the purpose for
which the meeting is called, shall be delivered no fewer than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the Chairman of the Board and Chief Executive
Officer, the President, or the Secretary, to each shareholder of record
entitled to vote at such meeting. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. A shareholder may waive any notice required by
the Code, the Corporation's Articles of Incorporation (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 written
waiver of notice 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 must be specified in any waiver.

     Section 5. Nominations of Directors. Subject to the rights of holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations of persons for election to the Board
of Directors may only be made (a) by the Board of Directors or a committee
appointed by the Board of Directors; (b) by any shareholder entitled to vote in
the election of directors generally and who complies with the procedures set
forth in this section 5; or (c)(i) the person is nominated to replace a person
previously identified as a proposed nominee (in accordance with the provisions
of this section 5) 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 this section 5 to have been furnished about the original nominee.
No person shall be eligible for election as a director unless nominated in
accordance with this section 5; however, the chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these Bylaws, and if
he should so determine, he shall so declare to the meeting that the defective
nomination shall be disregarded.


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     Nominations by shareholders shall be made pursuant to timely written
notice by registered or certified mail to the Secretary of the Corporation
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the first anniversary
of the date of the preceding year's annual meeting; provided, however, that in
the event that the date of the current year's annual meeting is changed by more
than 30 days from such anniversary date, notice by the shareholder to be timely
must be received by the Corporation no later than the close of business on the
tenth (10th) day following the earlier of (i) the day on which notice of the
date of the meeting was mailed or (ii) the day on which public disclosure of
the date of the meeting was made; and (b) in the case of a special meeting at
which directors are to be elected, not later than the close of business on the
tenth (10th) day following the earlier of the day on which notice of the date
of the meeting was mailed or public disclosure of the special meeting was made.
Each such shareholder's notice shall set forth (a) any understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (b) as to each person whom the shareholder proposes to
nominate for election or reelection as a director: (i) the name, business
address, residence address and age of the proposed nominee, (ii) the principal
occupation and employment of the proposed nominee, (iii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
the nominee, and (iv) any other information relating to the nominee that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated thereunder, (c)
as to the shareholder giving the notice and the beneficial owners, if any, on
whose behalf the nomination is made: (i) the name and address, as they appear
on the Corporation's books, of such shareholder and of such beneficial owners,
(ii) the class and number of shares of the Corporation which are beneficially
owned and are owned of record by such shareholder and such beneficial owners,
and (iii) a representation that the shareholder is entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice. Any person nominated by the
shareholders for election as a director also shall furnish to the Secretary of
the Corporation all biographical, financial and other information and shall
complete all certifications, reports and submissions that are required by the
Corporation to determine the eligibility of the nominee to serve as director.

     No person shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Bylaw.

     Section 6. New Business. No matter of business may be brought before any
annual meeting except (a) pursuant to the Corporation's notice of meeting, (b)
by or at the direction of the Board of Directors, or (c) by any shareholder of
the Corporation who is a shareholder of record at the time of giving of the
notice provided for in this Bylaw, who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this section
6.


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     For business to be properly brought before an Annual Meeting by a
shareholder pursuant to this section 6, the shareholder must have given timely
written notice to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than one hundred twenty
(120) days nor more than one hundred fifty (150) days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the meeting is changed by more than thirty (30) days
from such anniversary date, notice by the shareholder to be timely must be
received no later than the close of business on the tenth (10th) day following
the earlier of the day on which notice of the date of the meeting was mailed or
public disclosure was made. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the meeting:
(a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, (c) the class and number of shares
of the Corporation which are owned beneficially and of record by such
shareholder of record and by the beneficial owner, if any, one whose behalf the
proposal is made as such terms are defined in Rule 13d-3 of the Exchange Act
and (d) any material interest of such shareholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business. For
purposes of clause (d) above, a "material interest of such shareholder" shall
be deemed to occur if such interest were reportable (assuming that the
shareholder's business was in fact brought before the annual meeting) pursuant
to Item 5 of Schedule 14A (Rule 14a-101) promulgated under the Exchange Act.

     Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an Annual Meeting except in accordance with the
procedures set forth in this section 6. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.

     Section 7. Quorum. Except as otherwise provided by the Articles of
Incorporation or the Code, a majority of the votes entitled to be cast on a
matter by the shareholders, represented in person or by proxy, shall constitute
a quorum at a meeting of shareholders. If less than a quorum is represented at
a meeting, the meeting may be adjourned without further notice if the time and
place thereof are announced at the meeting at which the adjournment is taken,
provided, however, that the period shall not exceed thirty days (30) for any
one adjournment. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted that might have been transacted
at the meeting as originally called. If a quorum is present, action on a matter
(other than the election of directors) by a voting group is approved if the
votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, a bylaw adopted by
the shareholders under Section 14-2-1021 of the Code, or the Code requires a
greater number of affirmative votes. Unless otherwise provided in the Articles
of Incorporation, directors of the Corporation shall be elected


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by a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present.

     Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy authorized by the shareholder or his duly authorized attorney in
fact in the manner authorized by the Code. Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.

     Section 9. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of the shareholders
except as otherwise provided in the Articles of Incorporation or the Code. In
the election of directors, each record holder of stock entitled to vote at such
election shall have the right to vote the number of shares owned by him for as
many persons as there are directors to be elected, and for whose election he
has the right to vote. Cumulative voting shall not be allowed.

     Section 10. Presiding Officer. Except as otherwise provided herein, the
Chairman of the Board of Directors, and in his absence or disability the Chief
Executive Officer of the Corporation, 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 of Directors
nor the Chief Executive Officer of the Corporation is present and willing to
serve as chairman of the meeting, then the President of the Corporation shall
preside. If neither of the Chairman of the Board, the Chief Executive Officer
or the President of the Corporation is present and is willing to serve as the
chairman of the meeting, and in the event that the duty has not been otherwise
properly delegated, 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 the shares present at the meeting that
would be entitled to vote in an election of directors. The chairman of the
meeting may designate other persons to assist with the meeting.

     Section 11. Action Without a Meeting. Unless otherwise provided in the
Articles of Incorporation, any action required to be taken or that may be taken
at a meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by all of the shareholders of the
Corporation. 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.


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                                  ARTICLE III

                               Board of Directors

     Section 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, in bylaws approved by the shareholders, or in agreements among
all the shareholders that are otherwise lawful.

     Section 2. Number and Election of Board. The Board of Directors shall
consist of such number of directors as fixed or changed from time to time by
the Board of Directors and shall be divided into three classes: Class I, Class
II and Class III, which shall be as nearly equal in number as possible. Each
director shall serve for a term ending on the date of the third annual meeting
of shareholders following the annual meeting at which such director was
elected; provided, however, that each initial director in Class I shall hold
office until the first annual meeting of shareholders after his election; each
initial director in Class II shall hold office until the second annual meeting
of shareholders after his election; and each initial director in Class III
shall hold office until the third annual meeting of shareholders after his
election. Despite the expiration of a director's term, each director shall
serve until his successor is elected and qualified or until his earlier death,
resignation or removal. The number of directors may be increased or decreased
from time to time by resolution of the Board of Directors; provided, however,
that the total number of directors at any time shall not be less than three
unless these Bylaws are amended to delete the classification of the Board of
Directors. Any vacancies on the Board of Directors for any reason, and any
directorships resulting from any increase in the authorized number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum. Any directors chosen to
fill a vacancy shall hold office until the next election of the class for which
such directors shall have been chosen and until their successors shall be
elected and qualified, and any directors chosen by reason of an increase in the
number of directors shall hold office until the next election of directors by
the shareholders and until their successors shall be elected and qualified.
Subject to the foregoing and the Code, at each annual meeting of shareholders
the successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting.

     Section 3. Chairman of the Board. Subject to the provisions of Article II,
section 10 of these Bylaws, the Chairman of the Board shall preside at all
meetings of the Board of Directors and of the Shareholders, and may delegate
such authority to any other director or officer of the Corporation. The
Chairman of the Board shall not be deemed to be an officer of the Corporation,
but shall have all such other duties and powers as are incident to his position
or properly prescribed from time to time by the Board of Directors.

     Section 4. Resignation and Removal.


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                (a) Resignation. Any director may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, or to the
Secretary of the Corporation. Such resignation shall take effect at the time
delivered unless a later date is specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                (b) Removal. Any director or the entire Board of Directors may
be removed by the shareholders at any time, with cause; 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 given, and a director may be
removed only by the holders of two-thirds 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 them. Directors may not be removed without cause.

     Section 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.

     Section 6. 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.

     Section 7. Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice immediately after and at the same place as the
annual meeting of shareholders. The Board of Directors may adopt a resolution
as to the time and place for the holding of additional regular meetings without
notice other than such resolution. The failure to hold the annual meeting does
not affect the validity of any corporate action.

     Section 8. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board and Chief
Executive Officer, the President or any director. The person or persons
authorized to call special meetings of the Board of Directors may fix any place
as the place for holding any special meeting of the Board of Directors called
by him or them.

     Section 9. Notice. Notice of any special meeting shall be given at least
twenty-four (24) hours prior thereto by written notice delivered personally or
mailed (first class mail) to each director at his business address or by notice
given by telecopy to such address. If mailed, such notice shall be deemed to be
delivered three days following the deposit of such notice in the United States
mail so addressed, with postage thereon prepaid. If notice is given by
telecopy, such notice shall be deemed to be delivered upon printed confirmation
of receipt by the transmitting telecopier. Any director may waive notice of any
meeting. The attendance of a


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director at a meeting shall constitute a waiver of notice of such meeting
unless the director at the beginning of the meeting (or promptly upon his
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

     Section 10. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.

     Section 11. Manner of Action. Except as otherwise provided in the Articles
of Incorporation, the vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.

     Section 12. Expenses. The Corporation shall pay the actual out-of-pocket
expenses incurred by each director in connection with attending the meetings of
the Board of Directors and any committee thereof; provided, that the
Corporation shall not be obligated to pay for any of such expenses that are
significantly in excess of the customary out-of-pocket expenses that would have
been incurred for travel to such meetings from such director's home or office.

     Section 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent or abstention shall be entered in the minutes of the meeting or
unless he files his written notice of dissent or abstention to such action with
the presiding officer of the meeting before the adjournment thereof or shall
forward such dissent to the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

     Section 14. Meeting by Conference Telephone. Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment by which all persons participating in a
meeting can hear each other during the meeting. Such participation shall
constitute presence in person at the meeting.

     Section 15. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors entitled to vote with respect to the subject matter
thereof and filed with the minutes of the proceedings of the Board of
Directors. Such consent shall have the same force and effect as a unanimous
vote of the directors.


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     Section 16. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, appoint an executive committee
and any other committee of the Board of Directors, the composition of each of
which shall consist of one or more directors of the Corporation, and may
delegate to any such committee any of the authority of the Board of Directors,
however conferred, other than the power or authority to (i) approve or propose
to shareholders action that the Code requires be approved by shareholders; (ii)
fill vacancies on the Board of Directors or any of its committees; (iii) amend
the Articles of Incorporation pursuant to Section 14-2-1002 of the Code; (iv)
adopt, amend or repeal the Bylaws of the Corporation; or (v) approve a plan of
merger not requiring shareholder approval. Each such committee shall serve at
the pleasure of the Board of Directors. Any such committee shall keep written
minutes of its meetings and report the same to the Board of Directors at the
next regular meeting of the Board of Directors.

                                   ARTICLE IV

                              Officers and Agents

     Section 1. General. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary, a Chief Financial Officer and a
Chief Operating Officer. The Board of Directors may appoint such other
officers, assistant officers and agents, including Vice Presidents, assistant
secretaries and assistant treasurers, as it may consider necessary, who shall
be chosen in such a manner, hold their offices for such terms and have such
authority and duties as from time to time may be determined by the Board of
Directors. The compensation for all the officers of the Corporation shall be
fixed by the Board of Directors. Any number of offices may be held by the same
person. In all cases in which duties of any officer, agent or employee are not
prescribed by the Bylaws or by the Board of Directors, such officer, agent or
employee shall follow the orders and instructions of the Chief Executive
Officer.

     Section 2. Election and Term of Office. The officers of the Corporation
shall be elected by the Board of Directors annually at the first meeting of the
Board held after each annual meeting of the shareholders. Each officer shall
hold office until his successor is elected and qualified or until his earlier
death, resignation or removal.

     Section 3. 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.

     Section 4. Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors.


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     Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be responsible for the administration of the Corporation
(including the general supervision of the policies of the Corporation, the
general and active management of the business and financial affairs of the
Corporation and the supervision and direction of the actions of the other
officers of the Corporation), shall have the authority to sign and deliver
agreements, certificates and other instruments on behalf of the Corporation and
shall have all such other duties and powers that are incident to his office or
that are from time to time assigned to him by the Board of Directors. In the
absence of the Chairman of the Board and if the Chairman of the Board has not
delegated his authority to preside, the Chief Executive Officer shall preside
at meetings of the Shareholders and, if he is a director, at meetings of the
Board. He may exercise any powers, authorities or functions, granted or
designated, to be performed by the President under the Bylaws, by law or by a
resolution adopted by the Board of Directors.

     Section 6. President. The President, subject to the direction of the Board
of Directors and the Chief Executive Officer, shall have general supervision of
the day-to-day operational affairs of the Corporation, shall, subject to the
Chief Executive Officer, supervise and direct the day-to-day actions of the
other officers of the Corporation, shall have the power to sign and deliver
agreements, certificates and other instruments on behalf of the Corporation and
shall have all such other duties and powers that are incident to his office or
that are from time to time assigned by the Board of Directors or the Chief
Executive Officer. In the absence of the Chairman of the Board and the Chief
Executive Officer, and if their authority to preside is not otherwise
delegated, (a) the President shall preside at meetings of the shareholders,
and, (b) if he is a director, at meetings of the Board of Directors.

     Section 7. Secretary. The Secretary shall keep and prepare minutes of all
meetings of the shareholders of the Corporation and the Board of Directors,
shall have charge of the minute books, stock records and seal of the
Corporation, shall authenticate records of the Corporation and shall perform
such other duties and have such other powers as are from time to time assigned
by the Chief Executive Officer, the President or the Board of Directors.

     Section 8. Chief Financial Officer. The Chief Financial Officer shall be
charged with the management of the financial affairs of the Corporation. The
Chief Financial Officer shall perform all of the duties incident to the office
of a treasurer and financial officer and such other duties as are from time to
time assigned by the Chief Executive Officer, the President or the Board of
Directors.

     Section 9. Chief Operating Officer. The Chief Operating Officer shall be
charged with overseeing the development of the Corporation's products and
services and shall perform any and all other duties as are assigned by the
Chief Executive Officer, the President or the Board of Directors.


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                                   ARTICLE V

                          Distributions and Dividends

     Section 1. Dividends. Unless the Articles of Incorporation provide
otherwise, the Board of Directors may, from time to time in its discretion,
authorize or declare distributions or share dividends in accordance with the
Code.

                                   ARTICLE VI

                                     Stock

     Section 1. Stock Certificates. The interest of each shareholder of the
Corporation shall be evidenced by a certificate or certificates representing
shares of the Corporation. Stock certificates shall be issued in consecutive
order and shall be in a form or forms prescribed by the Board of Directors and
shall be numbered in the order in which they are issued. They shall be signed
by (1) the Chief Executive Officer, the President or any Vice President and (2)
the Secretary or an Assistant Secretary. If there is a seal of the Corporation,
such seal (or a facsimile of it) shall be affixed to such certificates.
Signatures on a share certificate may be facsimiles but in such case the
certificate must be countersigned by a transfer agent or registered by a
registrar other than the Corporation or an employee of the Corporation.

     Section 2. Rights of Corporation with Respect to Registered Owners. Prior
to presentation for transfer of 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 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; 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.

     Section 3. Transfers of Shares. Transfers of shares shall be made upon the
books of the Corporation 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 these Bylaws shall have been complied
with.

     Section 4. Duty of Corporation to Register Transfer. Notwithstanding any
of the provisions of Section 3 above, 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


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relating to the collection of taxes has been complied with; and (e) the
transfer is in compliance with applicable provisions of any transfer
restrictions of which the Corporation shall have notice.

     Section 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.

     Section 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 seventy (70) days (and, in the case of a notice to
shareholders of a shareholders' meeting, not less than ten (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. If no record date is fixed as provided
in this Section, 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 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.

     Section 7. Regulations, Transfer Agents and Registrars. The Board of
Directors may make all such rules and regulations as it may deem expedient
concerning the issuance, transfer, conversion, registration and cancellation of
share certificates not inconsistent with applicable law, the Articles of
Incorporation or the Bylaws of the Corporation. The Board of Directors may
appoint one or more transfer agents or registrars, or both, and may require all
share certificates to bear the signature of a transfer agent or registrar or
both.

                                  ARTICLE VII

                   Indemnification of Officers and Directors

     Section 1. Indemnification of Directors. The Corporation shall indemnify
and hold harmless, and shall advance funds to pay for or reimburse expenses to,
any person (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,


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<PAGE>   13


administrative, arbitrative or investigative, whether formal or informal,
including any action or suit by or in the right of the Corporation (for
purposes of this Article Seven, collectively, a "Proceeding") because he is or
was a director of the Corporation, against any obligation to pay a 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 Seven, a
"Liability"), if he conducted himself in good faith and he reasonably believed
that, in the case of conduct in his official capacity, his conduct was in the
best interests of the Corporation, in all other cases, his conduct was at least
not opposed to the best interests of the Corporation, and, in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful; provided, however, that no indemnification shall be made for any
Liability for which, under the Code, indemnification may not be authorized by
action of the Board of Directors, the shareholders, or otherwise, including,
but not limited to, any Liability of a director to the Corporation 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.
Indemnification in connection with a Proceeding brought by or in the right of
the Corporation is limited to reasonable expenses incurred in connection with
the Proceeding.

     Section 2. Indemnification of Others. The Board of Directors shall have
the power to cause the Corporation to provide to officers, employee and agents
of the Corporation all or any part of the right to indemnification and other
rights of the type provided under Sections 1, 5 and 6 of this Article Seven
(subject to the conditions, limitations, and obligations specified in those
sections) upon a resolution to that effect identifying the officers, employees,
or agents (by position or name) to be indemnified and specifying the particular
rights provided, which 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 Seven.

     Section 3. Other Organizations. The Board of Directors shall have the
power to cause the Corporation to provide to any director, 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 1, 5 and 6 of this Article Seven (subject to
the conditions, limitations, and obligations specified in those sections) upon
a resolution to that effect identifying the persons to be indemnified and
specifying the particular rights provided, which 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 Seven.

     Section 4. Determination. Notwithstanding any judgment, order, settlement,
conviction, or plea in any Proceeding, an Indemnified Person shall be entitled
to indemnification as provided in Section 1 if a determination that such
Indemnified Person is entitled to such


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<PAGE>   14


indemnification shall be made (a) if there are two or more directors who are
not at the time parties to the Proceeding, by the Board of Directors by a
majority vote of a quorum consisting of directors who are not at the time
parties to the Proceeding; (b) if a quorum cannot be obtained under (a) above,
by majority vote of a committee duly designated by the Board of Directors (in
which designated directors who are parties may participate), consisting solely
of two or more directors who are not at the time parties to the Proceeding; (c)
in a written opinion by special legal counsel selected as required by the Code;
or (d) by the shareholders; provided, however, that shares owned by or voted
under the control of directors who are at the time parties to the Proceeding
may not be voted on the determination.

     Section 5. Advances. To the extent the Corporation has funds reasonably
available to be used for this purpose, 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 Section 1 (or in Sections 2 or 3, if the Board of Directors has
specified that advancement of expenses be made available to 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 5, together with a
reasonable accounting of such expenses; provided, however, that the Indemnified
Person shall furnish the Corporation a written affirmation of his good faith
belief that he has met the standard of conduct set forth in the Code and a
written undertaking and agreement to repay to the Corporation any advances made
pursuant to this Section 5 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 5 regardless
of the Indemnified Person's financial ability to make repayment. Any advances
and undertakings to repay pursuant to this Section 5 may be unsecured and
interest-free.

     Section 6. 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 Seven
shall not be deemed 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. Nothing
contained in this Article Seven shall be deemed to prohibit, and the
Corporation is specifically authorized to enter into, agreements which provide
indemnification rights and procedures permitted by the Code.

     Section 7. 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 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


                                       14
<PAGE>   15


that may be asserted against him or incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article Seven.

     Section 8. 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 (or any
equivalent provision of these Bylaws) 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.

     Section 9. 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 Seven, or under any indemnification agreement or plan of
indemnification adopted and entered into in accordance with the provisions of
this Article Seven, as the Board of Directors deems appropriate.

     Section 10. Amendment. Any amendment to this Article Seven 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 occurring after such amendment and after delivery of notice of such
amendment to the Indemnified Person so affected (collectively, "Post Amendment
Events"). 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 Seven to the same extent as if such provisions had
continued as part of the Bylaws of the Corporation without such amendment. This
Section 10 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.

     Section 11. Continuing Benefits. The rights of indemnification and
advancement of expenses permitted or authorized by this Article Seven 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.

     Section 12. Successors. For purposes of this Article Seven, 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 Seven on the same
terms and conditions and to the same extent as this Corporation.


                                       15
<PAGE>   16


     Section 13. Severability. Each of the Sections of this Article Seven, 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 Seven that is not
declared invalid or unenforceable.


                                  ARTICLE VIII

                Transactions Involving The InterCept Group, Inc.

     Section 1. Relationship with The InterCept Group, Inc. In anticipation
that in the foreseeable future The InterCept Group, Inc. ("InterCept") will
remain a substantial shareholder of the Corporation, and in anticipation that
the Corporation and InterCept may engage in the same or similar activities or
lines of business and have an interest in the same areas of corporate
opportunities, and in recognition of the benefits to be derived by the
Corporation through its continued contractual, corporate and business relations
with InterCept (including service of officers and directors of InterCept as
officers and directors of the Corporation), the provisions of this Article
Eight are set forth to regulate and define the conduct of certain affairs of
the Corporation as they may involve InterCept and its officers and directors,
and the powers, rights, duties and liabilities of the Corporation and its
officers, directors and shareholders in connection therewith.

     Section 2. Similar Business Activities. No officer or director of
InterCept or the Corporation shall be liable to the Corporation or its
shareholders (except as provided in section 3 below) for breach of any
fiduciary duty by reason of InterCept engaging in the same or similar
activities or lines of business as the Corporation, or by reason of such
person's participation therein.

     Section 3. Corporate Opportunities.

         (a) In the event that a director or officer of the Corporation who is
also a director or officer of InterCept acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both the
Corporation and InterCept (whether such potential transaction or matter is
proposed by a third party or is conceived of by such director or officer of
Corporation), such director or officer of the Corporation shall act in a manner
consistent with the following policy:

               (i)  a corporate opportunity offered to any person who is an
                    officer of the Corporation and is also a director but not
                    an officer of InterCept, shall be presented to and belong
                    to the Corporation, unless such opportunity is expressly
                    offered to such person primarily in his or her capacity as
                    a


                                       16
<PAGE>   17


                     director of InterCept, in which case such opportunity
                     shall be presented to and belong to InterCept;

               (ii)  a corporate opportunity offered to any person who is a
                     director but not an officer of the Corporation, and who is
                     also a director or officer of InterCept, shall be presented
                     to and belong to the Corporation if such opportunity is
                     expressly offered to such person solely in his or her
                     capacity as a director of the Corporation; otherwise, such
                     opportunity shall be presented to and belong to InterCept;
                     and

               (iii) a corporate opportunity offered to any person who is an
                     officer of both InterCept and the Corporation shall belong
                     to the Corporation, unless such opportunity is expressly
                     offered to such person primarily in his or her capacity as
                     an officer or director of InterCept, in which case such
                     opportunity shall be presented to and belong to InterCept.

     (b) A corporate opportunity offered to an officer or director under
circumstances that make it unclear whether such opportunity was presented to
such person primarily in their capacity as an officer or director of either the
Corporation or InterCept shall be presented as such director or officer deems
appropriate under the circumstances in his or her sole discretion exercised in
good faith.

     (c) Each director and officer acting in accordance with the above policy:
(i) shall be deemed to have fully satisfied and fulfilled his or her fiduciary
duty to the Corporation and its shareholders with respect to such corporate
opportunity; (ii) shall be deemed to have acted in good faith and in a manner
such person reasonably believes to be in and not opposed to the best interests
of the Corporation; (iii) shall be deemed not to have breached any duty of
loyalty or other duty such person may have to the Corporation or its
shareholders; and (iv) shall be deemed not to have derived an improper benefit
from a transaction or opportunity which is handled in accordance with the above
policy, unless he or she fails to disclose to the Corporation his or her
personal interest(s) in such transaction, if any.

     Section 4. Limitation of Liability. No director or officer of the
Corporation acting in accordance with the above policy shall be liable to the
Corporation or its shareholders for breach of any fiduciary duty or duty of
loyalty or failure to act in (or not opposed to) the best interests of the
Corporation or the derivation of any improper personal benefit by reason of the
fact that (a) such director or officer offered such corporate opportunity to
InterCept rather than the Corporation or did not communicate information
regarding such corporate opportunity to the Corporation or (b) InterCept
pursues or acquires such corporate opportunity for itself or does not
communicate information regarding such corporate opportunity to the
Corporation.

     Section 5. Definitions. For purposes of this Article Eight, a director of
the Corporation who is Chairman of the Board of Directors of the Corporation or
a committee


                                       17
<PAGE>   18


thereof shall not be deemed to be an officer of the Corporation by reason of
holding such position (without regard to whether such position is deemed an
office of the Corporation generally under these bylaws), unless such person is
a full-time employee of the Corporation; and the Corporation shall include all
subsidiary corporations and other entities in which the Corporation owns
(directly or indirectly) more than 50 percent of the outstanding voting capital
stock or voting power.

     Section 6. Severability. Any conduct by the Corporation or InterCept, or
any of their respective officers or directors, in connection with the affairs
of the Corporation that does not follow the guidelines set forth in this
Article Eight shall not by reason thereof void the transaction or make it
voidable or be deemed a breach of any fiduciary or other duty to the
Corporation, but shall be governed by the other provisions of these bylaws, the
Corporation's articles of incorporation, the Georgia Business Corporation Code
and other applicable law. The provisions of this Article Eight shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

     Section 7. Deemed Consent of Shareholders. Any person or entity purchasing
or otherwise acquiring any interest in any shares of capital stock of the
Corporation shall be deemed to have notice of and to have consented to the
provisions of this Article Eight.

     Section 8. Termination of Bylaw. Notwithstanding anything in these bylaws
to the contrary, the foregoing provisions of this Article Eight shall expire on
the first day on which (a) InterCept does not own beneficially common stock
representing at least ten percent (10%) of the combined voting power of
outstanding shares of common stock of the Corporation and (b) no person who is
a director or officer of the Corporation is also a director or officer of
InterCept. Neither the alteration, amendment or repeal of this Article Eight
nor the adoption of any provision inconsistent with this Article Eight shall
eliminate or reduce the effect of this Article Eight in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article
Eight, would accrue or arise, prior to such alteration, amendment, repeal or
adoption.

                                   ARTICLE IX

                                 Miscellaneous

     Section 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 such 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 (2%) of the total shares of the
Corporation then outstanding shall have no right to inspect the books and
records of the Corporation.


                                       18
<PAGE>   19

     Section 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.

     Section 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.

                                   ARTICLE X

                                   Amendments

     Subject to the Articles of Incorporation, these Bylaws and the Code, these
Bylaws may be amended (or repealed and new bylaws adopted) by the Board of
Directors. Any Bylaws adopted by the Board of Directors may be altered, amended
or repealed, and new Bylaws adopted, by the shareholders. The shareholders of
the Corporation may provide expressly that any bylaws adopted, amended or
repealed by them shall not be amended or repealed by the Board of Directors.

                                   * * * * *


                                       19