<PAGE>   1
                           AMENDED AND RESTATED BYLAWS
                                       OF
                               CAMERON ASHLEY INC.











                           As AMENDED FEBRUARY 7, 1994



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                           AMENDED AND RESTATED BYLAWS

                                       OF

                               CAMERON ASHLEY INC.


         Whenever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise. References herein to "Articles of Incorporation" are to the
Amended and Restated Articles of Incorporation of CGW Building Materials Group,
Inc., a Georgia corporation (the "Corporation"), as the same may be further
amended and restated from time to time.

         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), of the
Georgia Business Corporation Code (the "Code") and of other applicable law, as
now or hereinafter in effect.

                                    ARTICLE I

                                     Offices


1.1 Registered Office and Agent. The Corporation shall maintain a registered
    ---------------------------
office and shall have a registered agent whose business office is identical with
such registered office.

1.2 Principal Office. The principal office of the Corporation shall be at the
    ----------------
place designated in the Corporation's annual registration with the Secretary of
State of Georgia.

1.3 Other Offices. In addition to its registered office and principal office,
    -------------
the Corporation may have offices at such other place or places, within or
without the State of Georgia, as the business of the Corporation may require or
make desirable.

                                    ARTICLE 2

                             Shareholders' Meetings


2.1 Place of Meetings. Meetings of the shareholders may be held at any place
    -----------------
within or without the State of Georgia designated by the Board of Directors or
such 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 place, at the
principal office of the Corporation.



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2.2 Annual Meetings. The annual meeting of the shareholders shall be held at a
    ---------------
time determined by the Board of Directors, for the purpose of electing directors
and transacting any other business that may properly come before the meeting.
The annual meeting of the shareholders may be combined with any other meeting of
the shareholders, whether annual or special.

2.3 Special Meetings. Special meetings of the shareholders of any class or
    ----------------
series or of all 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 President
and, if the Corporation has one hundred (100) or fewer shareholders of record,
shall be called by the Corporation upon the written request (as required by the
Code) of the holders of 25% of all the votes entitled to be cast on any issue or
issues to be considered at such special meeting. Except as otherwise provided in
the Code or the Articles of Incorporation, if the Corporation has more than one
hundred (100) shareholders of record, the shareholders shall not have the right
to call special meetings of the shareholders. The business that may be
transacted at any special meeting of the shareholders shall be limited to the
purpose or purposes stated in the notice of such special meeting given in
accordance with Section 2.4 of these Bylaws (including such related or
incidental matters as may be necessary or appropriate to give effect to the
purpose or purposes so stated).

2.4 Notice of Meetings. Unless waived in accordance with Section 2.5 of these
    ------------------
Bylaws, the Corporation shall give written notice in accordance with Section 8.5
of these Bylaws 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 such meeting. In
the case of an annual meeting of the shareholders, the notice of the meeting
need not state the purpose or purposes of the meeting unless otherwise required
by these Bylaws or applicable law. In the case of a special meeting of the
shareholders, the notice of the meeting shall state the purpose or purposes for
which the meeting is called. If an annual or special shareholders' meeting is
adjourned to a different date, time or place, the Corporation shall give notice
of the new date, time or place of such meeting, unless a quorum was present and
such information regarding the adjournment was announced at the meeting before
adjournment thereof; provided, however, that if a new record date is or must be
fixed in accordance with Section 7.5 of these Bylaws, notice of the adjourned
meeting shall in any event be given by the Corporation to the shareholders as of
the new record date.

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 delivery to the Corporation of a
written waiver of such notice signed by the shareholder entitled to such notice.
In addition, a shareholder's attendance at a meeting shall be (i) a waiver of
objection to lack of notice or defective notice of such meeting unless such
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (ii) a waiver of objection

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to consideration of a particular matter at such meeting that is not within the
purpose or purposes 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 business transacted nor the purpose of 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 the Articles of Incorporation or the Code requires
voting by two or more Voting Groups on a matter, action on that matter is taken
only when voted upon by each of those Voting Groups counted separately. At all
meetings of the shareholders, each Voting Group that is entitled to vote on a
matter may take action on such matter only if a quorum of such Voting Group
exists at such meeting. Unless the Articles of Incorporation, these Bylaws, or
the Code otherwise provides, the presence (in person or by proxy) of a majority
of the votes entitled to be cast on a matter by a Voting Group constitutes a
quorum of that Voting Group with regard to that matter. Once a share is
represented at any shareholders' meeting other than solely to object to holding
the meeting or transacting business at the meeting, such 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 is or must be set
pursuant to Section 7.5 of these Bylaws for such adjourned meeting.

         (b) If a quorum exists, 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 within the Voting Group opposing
the action, unless the Articles of Incorporation, these Bylaws 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
at a meeting of the shareholders.

2.8 Proxies. A shareholder entitled to vote on a matter may vote in person or by
    -------
proxy executed in writing by the shareholder or by his attorney-in-fact. A proxy
shall be valid for 11 months from the date of its receipt by the Secretary,
Assistant Secretary, or other officer or agent of the Corporation authorized to
tabulate votes, unless a longer period is expressly stated therein.

2.9 Presiding Officer. Except as otherwise provided in this Section 2.9, the
    -----------------
Chairman of the Board or the President shall preside at every shareholders'
meeting as its chairman, if either of them is present and willing to so serve.
If neither the Chairman of the Board nor the President is present and willing to
serve as chairman of the meeting, and neither has





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designated another person who is present and willing to so serve, then a
majority of the Corporation's directors present at the shareholders' meeting
shall be entitled to designate a person to serve as chairman of the meeting. If
no directors of the Corporation are present at such meeting or no majority of
the directors can be established, a chairman of the meeting shall be selected by
a majority vote of the shares present at the meeting and entitled to vote in an
election of directors. The chairman of the meeting shall appoint such persons as
he deems appropriate to assist with the meeting.

2.10 Adjournments. Any meeting of the shareholders (including an adjourned
     ------------
meeting) may be adjourned by an affirmative vote of the holders of a majority of
the voting shares represented at the meeting, regardless of whether a quorum is
then present, to reconvene at a specific time and place. At any such reconvened
meeting, only such business may be transacted as 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 and
specifies the additional purpose or purposes for which the meeting is called.

2.11 Conduct of the Meeting. At any meeting of the shareholders, the chairman
     ----------------------
of such meeting shall be entitled to establish the rules of order that shall
govern the conduct of business at the meeting.

2.12 Action of Shareholders Without a Meeting. Except as otherwise provided in
     ----------------------------------------
the Articles of Incorporation, action required or permitted to be taken at an
annual or special meeting of the shareholders may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof,
and any further requirements of law pertaining to such consents have been
complied with.

2.13 Matters Considered at Annual Meetings. At any annual meeting of the
     -------------------------------------
shareholders, only such business shall be conducted as shall have properly been
brought before such meeting (i) by or at the direction of the Board of Directors
prior to the meeting, (ii) by or at the direction of the Chairman of the Board
or the President if present at the meeting, or (iii) by any shareholder who is
entitled to vote with respect thereto.

                                    ARTICLE 3

                             The 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
under the direction of, the Board of Directors.

3.2 Number and Term of Office.
    -------------------------



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         (a) The number of directors of the Corporation shall not be less than
seven (7) and not more than eleven (11), the exact number within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority of the Board of Directors.

         (b) Each director shall serve until the election and qualification of
his successor or until his earlier death, resignation, disqualification or
removal, as provided in the Articles of Incorporation and herein. Despite the
expiration of a director's term, such director shall continue to serve until
such director's successor, if there is to be any, has been elected and
qualified.

3.3 Removal of Directors. The entire Board of Directors or any individual
    --------------------
director may be removed only as provided in the Articles of Incorporation.

3.4 Compensation. Directors may receive such compensation for their services as
    ------------
directors as may from time to time be fixed by the Board of Directors. A
director may also serve the Corporation in a capacity other than that of
director and receive compensation for services rendered in such other capacity.

3.5 Committees of the Board of Directors.
    ------------------------------------

         (a) The Board of Directors may, by resolution adopted by a majority of
the Board of Directors, designate an Executive Committee of three (3) or more
directors. Each member of the Executive Committee shall hold office until the
first meeting of the Board of Directors after the annual meeting of the
shareholders next following his election and until a successor member of the
Executive Committee is elected or until his earlier death, resignation,
disqualification or removal, or until he shall cease to be a director.

         (b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors to (1) approve or propose to the shareholders action that the Code
requires to be approved by the shareholders; (2) fill vacancies on the Board of
Directors or on any of its committees; (3) amend the Articles of Incorporation
pursuant to Code Section 14-2-1002; (4) adopt, amend or repeal the Bylaws of the
Corporation; or (5) approve a plan of merger not requiring shareholder approval.

         (c) The Executive Committee shall meet from time to time on call of the
Chairman of the Board or the President or of any two or more members of the
Executive Committee or its chairman. Meetings of the Executive Committee may be
held

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at such place or places, within or without the State of Georgia, as the
Executive Committee shall determine or as may be specified or fixed in the
respective notices or waivers of such meetings. The Executive Committee may fix
its own rules of procedure, including provision for notice of its meetings. The
Executive Committee shall keep a record of its proceedings and shall report
these proceedings to the Board of Directors at its next meeting, and all such
proceedings shall be subject to revision or alteration by the Board of
Directors, except to the extent of action that shall have been taken pursuant to
or in reliance upon such proceedings prior to any such revision or alteration.

         (d) The Executive Committee shall act by majority vote of its members.

         (e) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Section 3.5, may designate one or more directors as
alternate members of the Executive Committee, who may act in the place and stead
of any absent member or members at any meeting of the Executive Committee.

         (f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Section 3.5, may designate one or more additional
committees, which shall have and may exercise such powers of the Board of
Directors, except the powers denied to the Executive Committee, as may be
determined from time to time by the Board of Directors.

         (g) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Section 3.5, shall have power at any time to remove any
member of any committee, with or without cause, and to fill vacancies in and to
dissolve any such committee.

3.6 Qualification of Directors. No person elected to serve as a director of the
    --------------------------
Corporation shall assume such office and commence such service unless and until
such person shall be duly qualified, as determined by reference to the Code and
the Articles of Incorporation.

                                    ARTICLE 4

                       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 the shareholders. In addition, the
Board of Directors may, by prior resolution, schedule and hold regular meetings
at other times.

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 President or any two or
more directors in office at that time.




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4.3 Place of Meetings. Directors may hold their meetings at any place within or
    -----------------
without the State of Georgia as the Board of Directors may from time to time
establish.

4.4 Notice of Meetings. No notice is required for any regular meeting of the
    ------------------
Board of Directors. Unless waived in accordance with Section 4.10 of these
Bylaws, the Corporation shall give not less than one day's notice to each
director of the date, time and place of each special meeting of the Board of
Directors. Notice of a future meeting shall be deemed to have been given to any
director in attendance at any meeting at which the date, time, and place of the
subsequent meeting was announced.

4.5 Quorum. At any meeting of the Board of Directors, one-third (1/3) or more of
    ------
the number of directors prescribed (or, if no number is prescribed, the number
of directors serving on the Board Directors immediately prior to such meeting)
shall constitute a quorum for the transaction of business.

4.6 Vote Required for Action.
    ------------------------

         (a) If a quorum is present when the vote is taken, the vote of a
majority of the directors present 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.

         (b) A director who is present at a meeting of the Board of Directors or
any committee thereof when corporate action is taken is deemed to have assented
to the action taken unless:

             (1) Such director objects at the beginning of the meeting (or
        promptly upon such director's arrival) to holding it or transacting
        business at the meeting;

             (2) Such director's dissent or abstention from the action taken is
        entered in the minutes of the meeting; or

             (3) Such director delivers written notice of such director's
        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
    -------------------------------------f
participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment through which all persons
participating may

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simultaneously hear each other. Participation in a meeting pursuant to this
Section 4.7 shall constitute presence in person at such 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 one or more written consents, describing the action taken, are signed by all
the directors and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Such consent 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 of the
reconvened meeting or of the business to be transacted, other than by
announcement at the meeting that was adjourned, 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 of the Board of Directors.
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 written waiver signed by such
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 such meeting, except where a director at the
beginning of the meeting (or promptly upon arrival) objects to holding the
meeting or to the transacting of business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.

                                    ARTICLE 5

                                    Officers

5.1 Offices. The officers of the Corporation shall consist of the Chairman of
    -------
the Board, the President, one or more Vice Presidents, the Secretary and the
Treasurer, 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 officers to
appoint, the officers who shall hold such other offices, including one or more
Vice Presidents (including Senior Vice Presidents, Assistant Vice Presidents,
and the like), 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 and the President may appoint jointly one or more Assistant

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Secretaries and one or more Assistant Treasurers. Any two or more offices may be
held by the same person.

5.2 Term. Each officer shall serve at the pleasure of the Board of Directors
    ----
(or, if appointed by an officer pursuant to this Article 5, at the pleasure of
the Board of Directors or any senior officer authorized to have appointed such
officer) until his earlier death, resignation, disqualification or removal, or
until his replacement is elected or appointed in accordance with this Article 5.

5.3 Compensation. The compensation of all officers shall be fixed by the Board
    ------------
of Directors or a committee of the Board of Directors, except that the Board of
Directors may delegate to any officer or officers the power to fix the
compensation of any officer appointed by an officer or officers in accordance
with Section 5.1 of these Bylaws. 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 such officer. Removal shall 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.

5.5 Chairman of the Board. The Chairman of the Board shall be the Chief
    ---------------------
Executive Officer and shall have powers co-extensive with the President
including having general and active responsibility for the management of the
business of the Corporation. The Chairman of the Board shall also call meetings
of the shareholders and of the Board of Directors to order and shall act as
chairman of such meetings. He shall also be available at the request of the
President to advise and consult with the President with reference to any matters
of policy that may arise during the performance by the President of his duties
and responsibilities.

5.6 President. The President shall have general and active responsibility for
    ---------
the management of the business of the Corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. The President
shall also have such powers and perform such duties as are specifically imposed
upon him by law and as may be assigned to him by the Board of Directors. In the
absence of the Chairman of the Board, the President shall call meetings of the
shareholders and of the Board of Directors to order and shall act as chairman of
such meetings.

5.7 Vice Presidents. The Vice Presidents shall perform such duties as are
    ---------------
generally performed by vice presidents. The Vice Presidents shall perform such
other duties and exercise such other powers as the Board of Directors or the
President shall request or delegate.

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5.8 Secretary. The Secretary shall attend all sessions of the Board of Directors
    ---------
and all meetings of the shareholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose and shall perform like duties
for the standing committee when required. The Secretary shall give, or cause to
be given, any notice required to be given of any meetings of the shareholders
and of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the President under whose supervision he
shall be. The Assistant Secretary or Assistant Secretaries shall, in the absence
or disability of the Secretary, or at his request, perform the duties and
exercise the powers and authority of the Secretary.

5.9 Treasurer. The Treasurer shall have charge of and be responsible for all
    ---------
funds, securities, receipts and disbursements of the Corporation, and shall
deposit, or cause to be deposited, in the name of the Corporation, all monies or
other valuable effects, in such banks, trust companies or other depositories as
shall, from time to time, be selected by the Board of Directors. The Treasurer
shall render to the President and to the Board of Directors, whenever requested,
an account of the financial condition of the Corporation, and in general, shall
perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as may be assigned to him by the Board of Directors or the
President.

5.10 Delegation. In case of the absence of any officer of the Corporation, or
     ----------
for any other reason that the Board of Directors may deem sufficient, the Board
of Directors may delegate, for the time being, any or all of the powers or
duties of such officer to any officer or to any director.

                                    ARTICLE 6

                           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 7

                                     Shares

7.1 Share Certificates. The interest of each shareholder in the Corporation may
    ------------------
be evidenced by a certificate or certificates representing shares of the
Corporation which shall be in such form as the Board of Directors may from time
to time adopt in accordance with the Code. Share certificates shall be in
registered form, and indicate the date of issue, the name of the Corporation and
that it is organized under the laws of the State of Georgia,

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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 (either manually or by facsimile) by the Chairman of the Board or the
President and may be signed by the Secretary or an Assistant Secretary;
provided, however, that if the signature of the officer or officers is in
facsimile, the certificate must be countersigned (either manually or by
facsimile) by a transfer agent or registered by a registrar. The Board of
Directors may authorize the issuance of some or all of the shares of any or all
classes or series without certificates.

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 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 such
shares, to receive any dividend or other distribution with respect to such
shares, and as the shareholder of record for all other purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it has
express or other notice thereof, 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 at the office of 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 7.4 of these Bylaws shall have been complied with.

7.4 Lost, Stolen or Destroyed Certificates. Any person claiming a share
    --------------------------------------
certificate to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Corporation may require and shall,
if the Corporation so 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.

7.5 Fixing of Record Date. For the purpose of determining the shareholders (i)
    ---------------------
entitled to notice of or to vote at any meeting of the shareholders or, if
necessary, any adjournment thereof, or (ii) entitled to receive payment of any
distribution or dividend, and in order to make a determination of the
shareholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date, such date to be not more than 70 days (and,
in the case of a shareholders' meeting, not less than 10 days) prior to the date
on which the particular action, requiring such determination of the
shareholders, is to be taken. A separate record date may be established for each
Voting Group entitled to vote

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separately on a matter at a meeting. A determination of the shareholders of
record entitled to notice of or to vote at a meeting of the shareholders shall
apply to any adjournment of such 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.

7.6 Record Date if None Fixed. If no record date is fixed as provided in Section
    -------------------------
7.5 of these Bylaws, then the record date for any determination of the
shareholders that may be proper or required by law shall be: the date on which
notice is mailed, in the case of a shareholders' meeting; the date on which the
Board of Directors adopts a resolution declaring a dividend or authorizing a
distribution, in the case of a payment of a dividend or distribution; and the
date on which any other action is taken, in the case of such other action
requiring a determination of the shareholders.

                                    ARTICLE 8

                                  Miscellaneous

8.1 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 any shareholder to inspect or copy, except such as the Code
requires to be made available upon compliance by the shareholder with applicable
requirements, and shall have 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 or
other contractual agreements of the Corporation, a shareholder 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.

8.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of
    -----------
the Corporation and to change the same from time to time as it deems
appropriate.

8.3 Corporate Seal. The corporate seal will be in such form as the Board of
    --------------
Directors may from time to time determine.

8.4 Annual Statements. Not later than four (4) months after the close of each
    -----------------
fiscal year, and in any case prior to the next annual meeting of the
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

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such balance sheet and profit and loss statement, in such form and with such
additional information as the Code may require.

8.5 Notice.
    ------
         (a) Whenever these Bylaws require notice to be given to any shareholder
or to any director, the notice may be given by mail, in person, by courier
delivery, by telephone or by telecopier, telegraph or similar electronic means.
Notice shall be in writing unless oral notice is reasonable under the
circumstances. Whenever notice is given to a shareholder or director by mail,
the notice shall be sent first class mail by depositing the same in a post
office or letter box in a postage prepaid sealed envelope addressed to the
shareholder or director at his address as it appears on the books of the
Corporation. If the Corporation has more than 500 shareholders of record
entitled to vote at a meeting, it may utilize a class of mail other than first
class if the notice of the meeting is mailed, with adequate postage prepaid, not
less than thirty (30) days before the date of the meeting. Any such written
notice given by mail shall be effective: (i) if given to the shareholders, at
the time the same is deposited in the United States mail; and (ii) in all other
cases, at the earliest of (A) when received or when delivered, properly
addressed, to the addressee's last known principal place of business or
residence, (B) five (5) days after its deposit in the mail, as evidenced by the
postmark, if mailed with first-class postage prepaid and correctly addressed or
(C) on the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee. Whenever notice if given to a shareholder or director by any means
other than mail, such notice shall be deemed given when received.

         (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.

                                    ARTICLE 9

                                   Amendments

         Except as otherwise provided under the Code or by the Articles of
Incorporation, the Board of Directors shall have the power to alter, amend or
repeal these Bylaws or adopt new Bylaws. Except as otherwise provided in the
Articles of Incorporation, the shareholders also shall have the power to alter,
amend or repeal these Bylaws or adopt new Bylaws. 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. Notwithstanding the
foregoing, Section 3.2(a) of these Bylaws shall only be altered or amended by
the vote of not less than two-thirds (2/3) of the directors then in office,
though less than a quorum, or by the sole remaining director; provided, however,

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that the shareholders may, by resolution duly approved at any annual meeting of
the shareholders by eighty percent (80%) of the votes entitled to be cast by the
holders of all of the then outstanding shares of common stock and any class or
series of preferred stock, voting together as a single Voting Group, alter or
amend the provisions of Section 3.2(a) of these Bylaws.

                                   ARTICLE 10

                                 Indemnification

         (a) The Corporation shall indemnify its directors and may provide
advances for expenses incurred by any of them in connection with any proceeding,
to the fullest extent allowed under the Code, as it exists now or as hereafter
may be amended. Such indemnification and advances for expenses shall be made in
accordance with the Code, as it exists now and as hereafter may be amended, and
subject to the conditions and limitations provided therein, including, without
limitation, any condition that the director to be indemnified or provided
advances for expenses has met applicable standards of conduct.

         (b) The Corporation shall indemnify its officers and may provide
advances for expenses incurred by any of them in connection with any proceeding,
to the fullest extent allowed with respect to directors under the Code, as it
exists now or as hereafter may be amended. Such indemnification and advances for
expenses shall be made in accordance with the Code, as it exists now and as
hereafter may be amended, and subject to the conditions and limitations provided
therein with respect to indemnification and advancement of expenses to
directors, including, without limitation, any condition that the officer to be
indemnified or provided advances for expenses has met standards of conduct that
are the same as or comparable to standards of conduct applicable to directors.

         (c) The Corporation may purchase and maintain insurance on behalf of
any such persons whether or not the Corporation would have the power to
indemnify such officers and directors against any liability under the Code. If
any expense or other amounts are paid by way of indemnification, other than by
court order, action by the shareholders or by an insurance carrier, the
Corporation shall provide notice of such payment to the shareholders in
accordance with the provisions of the Code.

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