STATE OF DELAWARE
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          BODDIE-NOELL PROPERTIES, INC.


                                    ARTICLE I
                                     OFFICES

     Section 1.01 Registered  Office. The registered office in Delaware shall be
in the City of Wilmington, County of New Castle, State of Delaware.

     Section 1.02 Other Offices.  The  Corporation may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require,  including,  without limitation, the principal office at 3710 One First
Union Center, Charlotte, North Carolina 28202.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 2.01 Location. Meetings of Stockholders for any purpose may be held
at such time and place,  within or without  the State of  Delaware,  as shall be
stated  in the  notice of the  meeting  or in a duly  executed  waiver of notice
thereof.

     Section 2.02 Annual Meeting.  Annual meetings of Stockholders shall be held
on a date and a time as may be  determined  from time to time by the  Board,  at
which the Stockholders  shall elect by plurality vote a Board of Directors,  and
transact  such other  business as may properly be brought  before the meeting in
accordance with Section 2.04 herein.

     Section  2.03  Director  Nominations.  Only  persons who are  nominated  in
accordance  with the procedures set forth in this Section 2.03 shall be eligible
for election as  Directors.  Prior to each annual  meeting of  Stockholders  (or
special meeting of Stockholders  held for the election of Directors),  the Board
of  Directors  shall  nominate a slate of persons to stand for  election  to the
Board of Directors at the annual meeting.  The notice of the Stockholders of the
meeting shall set forth the names and  backgrounds  of the persons  nominated by
the Board of  Directors.  Nominations  of persons  for  election to the Board of
Directors of the Corporation may also be made at a meeting of Stockholders or by
any  Stockholder  of the  Corporation  entitled  to  vote  for the  election  of
Directors at the meeting who complies  with the notice  procedures  set forth in
this  Section  2.03.  Such  nominations,  other  than  those  made  by or at the
direction of the Board of Directors,  shall be made pursuant to timely notice in
writing to the  Secretary  of the  Corporation.  To be timely,  a  Stockholder's
notice shall be delivered to or mailed and received at the  principal  executive
offices of the  Corporation not later than (i) with respect to an election to be
held at an annual meeting of Stockholders,  ninety days prior to the anniversary
date of the immediately  preceding  annual meeting,  and (ii) with respect to an
election to be held at a special  meeting of  Stockholders  for the  election of
Directors,  the close of business on the tenth day  following  the date on which
notice of such meeting is first given to Stockholders. Such Stockholder's notice
shall set forth (a) as to each person whom the Stockholder  proposes to nominate
for election or reelection as a Director,  (i) the name, age,  business  address
and  residence  address  of  such  person,  (ii)  the  principal  occupation  or
employment  of such  person,  (iii)  the  class  and  number  of  shares  of the
Corporation  which  are  beneficially  owned by such  person  and (iv) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including without limitation such person's written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  Director  if
elected);  and (b) as to the  Stockholder  giving the  notice,  (i) the name and
address, as they appear on the Corporation's books, of such Stockholder and (ii)
the class and number of shares of the Corporation  which are beneficially  owned
by such  Stockholder.  At the  request  of the Board of  Directors,  any  person
nominated by the Board of Directors for election as a Director  shall furnish to
the Secretary of the Corporation that information  required to be set forth in a
Stockholder's  notice of nomination which pertains to the nominee.  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
the Bylaws,  and if he should so  determine,  he shall so declare to the meeting
and the defective nomination shall be disregarded.

     Section 2.04 Notice and  Business to be  Conducted.  Written  notice of the
annual  meeting shall be given to each  Stockholder  entitled to vote thereat at
least 10 but not more than 60 days before the date of the meeting.

     At an annual  meeting  of the  Stockholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors,  (b) otherwise  properly  brought  before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
meeting by a Stockholder.  For business to be properly  brought before an annual
meeting by a Stockholder,  the Stockholder must have given timely notice thereof
in writing to the Secretary of the  Corporation.  To be timely,  a Stockholder's
notice must be delivered to or mailed and  received at the  principal  executive
offices of the  Corporation  not later than ninety days prior to the anniversary
date of the immediately  preceding annual meeting. A Stockholder's notice to the
Secretary  shall set forth as to each matter the  Stockholder  proposes to bring
before the annual meeting (a) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (b)  the  name  and  address,  as they  appear  on the
Corporation's books, of the Stockholder  proposing such business,  (c) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
Stockholder  and (d) any material  interest of the Stockholder in such business.
Notwithstanding  anything in the Bylaws to the  contrary,  no business  shall be
conducted at any annual  meeting  except in accordance  with the  procedures set
forth in this Section.  The Chairman of the annual meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought  before the meeting in accordance  with the  provisions of this Section,
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 2.05 Stock  Ledger.  The officer who has charge of the stock ledger
of the  Corporation  shall  prepare  and make,  at least ten days  before  every
election of Directors,  a complete list of the Stockholders  entitled to vote at
said election,  arranged in alphabetical  order,  showing the address of and the
number of shares registered in the name of each Stockholder.  Such list shall be
open to the examination of any Stockholder,  during ordinary business hours, for
a period of at least ten days prior to the  election,  either at a place  within
the city, town or village where the election is to be held and which place shall
be specified in the notice of the meeting,  or, if not  specified,  at the place
where said  meeting is to be held.  The list shall also be produced  and kept at
the time and place of the meeting during the whole time thereof,  and subject to
the inspection of any Stockholder who may be present.

     Section 2.06 Special  Meetings.  At any time in the interval between annual
meetings, special meetings of the Stockholders, unless otherwise provided by law
or by the  Certificate of  Incorporation,  may be called by the Chief  Executive
Officer and shall be called by the Chief  Executive  Officer upon the request in
writing of a majority of the Board of Directors or a majority of the Independent
Directors  (as defined in Section 3.01 hereof),  or upon the written  request of
the holders of shares  representing a majority of the shares of capital stock of
the Corporation which would be entitled to vote thereat. Such written request of
the Stockholders shall state the purpose or purposes of such meeting.

     Section 2.07 Notice of Special Meeting. Written notice of a special meeting
of Stockholders,  stating the time, place and purpose or purposes thereof, shall
be given in accordance  with Section 222 of the General  Corporation  Law of the
State of Delaware to each  Stockholder  entitled to vote  thereat,  at least ten
days before the date fixed for the meeting.

     Section  2.08  Business  at Special  Meeting.  Business  transacted  at any
special meeting of  Stockholders  shall be limited to the purposes stated in the
notice.

     Section 2.09 Quorum.  The holders of a majority of the total  capital stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
Stockholders  for the  transaction of business  except as otherwise  provided by
statute or by the Certificate of Incorporation.  If, however,  such quorum shall
not  be  present  or  represented  at  any  meeting  of  the  Stockholders,  the
Stockholders  entitled  to vote  thereat,  present in person or  represented  by
proxy, shall have power to adjourn the meeting from time to time, without notice
other  than  announcement  at the  meeting,  until a quorum  shall be present or
represented.  At such  adjourned  meeting at which a quorum  shall be present or
represented  any business may be transacted  which might have been transacted at
the meeting as originally notified.

     Section 2.10 Vote. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares of capital  stock  entitled to be voted on a
question  brought  before such  meeting  whose  holders are present in person or
represented by proxy shall decide such question  unless the question is one upon
which, by express provision of statute or of the Certificate of Incorporation, a
different vote is required,  in which case such express  provision  shall govern
and control the decision of such question.

     Section  2.11  Proxies.  Each  Stockholder  shall at every  meeting  of the
Stockholders  be entitled in person or by proxy to the number of votes  provided
for in the Corporation's Certificate of Incorporation (or in a resolution of the
Board of Directors  fixing the powers,  designations,  preferences and relative,
participating,  optional or other special rights of a particular series of stock
within any class  thereof)  for each share of the  Corporation's  capital  stock
having voting power held by such Stockholder,  but no proxy shall be voted on or
after three years from its date,  unless the proxy provides for a longer period,
and,  except where a date has been fixed as a record date for  determination  of
its  Stockholders  entitled  to vote,  no  share of stock  shall be voted at any
election  for  Directors  which  has  been  transferred  on  the  books  of  the
Corporation within twenty days next preceding such election of Directors. A duly
executed proxy shall be irrevocable if it states that it is irrevocable  and if,
and only as long as, it is coupled with an interest sufficient in law to support
an  irrevocable  power.  A  Stockholder  may  revoke  any  proxy  which  is  not
irrevocable  by  attending  the  meeting  and  voting  in person or by filing an
instrument in writing  revoking the proxy or another duly executed proxy bearing
a later  date with the  Secretary  of the  Corporation.  Voting at  meetings  of
Stockholders  need  not be by  written  ballot  and  need  not be  conducted  by
inspectors  unless the  holders of a majority of the  outstanding  shares of all
classes of stock entitled to vote thereon  present in person or by proxy at such
meeting shall so determine.

     Section 2.12 Action Without Meeting. Whenever the vote of Stockholders at a
meeting  thereof is required or  permitted  to be taken in  connection  with any
corporate  action by any  provisions  of the statutes or of the  Certificate  of
Incorporation,  the meeting and vote of Stockholders  may be dispensed with if a
consent in  writing  setting  forth the  action so taken  shall be signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those Stockholders who have not consented in writing.


                                   ARTICLE III
                                    DIRECTORS

     Section  3.01  Number,  Election  and Term.  The number of Directors of the
Corporation  that shall  constitute  the whole Board shall be fixed from time to
time by  resolution  by the Board of Directors  but shall not be less than five;
provided, however, that the tenure of office of a Director shall not be affected
by any decrease or increase in the number of Directors so made by the Board.  At
all  times  that  the  Corporation  intends  to be  qualified  as a real  estate
investment  trust under the Internal  Revenue Code of 1986,  as amended,  or any
successor  statute,  a majority of the Board of Directors  shall be  Independent
Directors (as hereinafter defined).  For purposes of these Bylaws,  "Independent
Director"  shall mean a Director  of the  Corporation  who is not an  Affiliated
Person (as  hereinafter  defined)  of the  Corporation.  For  purposes  of these
Bylaws, an "Affiliated  Person" of the Corporation means (a) any person directly
or indirectly owning,  controlling,  or holding with power to vote, 5 per centum
or more of the outstanding voting securities of the Corporation;  (b) any person
5 per centum or more of whose  outstanding  voting  securities  are  directly or
indirectly  owned,  controlled,  or held with power to vote, by the Corporation;
(c) any person  directly  or  indirectly  controlling,  controlled  by, or under
common control with, the Corporation;  or (d) any officer,  partner, or employee
of the Corporation.  The Directors shall be elected at the annual meeting of the
Stockholders,  except as provided in Section  3.03 of this  Article III, and the
Directors so elected  shall hold office  until the next annual  meeting or until
their successors are elected and qualify.

     Section 3.02 Powers.  The business and affairs of the Corporation  shall be
managed in accordance  with the  Certificate of  Incorporation  and these Bylaws
under  the  direction  of its  Board of  Directors  and  where  applicable,  the
Independent Directors,  which may exercise all of the powers of the Corporation,
except such as are by law or by the  Corporation's  Certificate of Incorporation
or by these Bylaws conferred upon or reserved to the Stockholders.

     Section 3.03 Vacancies. Any vacancy occurring in the Board of Directors for
any cause may be filled by a majority of the  remaining  members of the Board of
Directors, although such majority is less than a quorum; provided, however, that
if the Corporation has sought to qualify as a real estate  investment  trust and
in  accordance  with  Section  3.01 a  majority  of the Board of  Directors  are
required to be Independent Directors,  then Independent Directors shall nominate
replacements for vacancies among the Independent Directors.  If the Stockholders
of any class or series are entitled separately to elect one or more Directors, a
majority of the remaining  Directors elected by that class or series or the sole
remaining  Director  elected by that class or series may fill any vacancy  among
the number of Directors  elected by that class or series.  A Director elected by
the Board of Directors  to fill a vacancy  shall be elected to hold office until
the next annual  meeting of  Stockholders  or until his successor is elected and
qualifies.

     Section 3.04 Resignations. Any Director or member of a committee may resign
at any time. Such resignation  shall be made in writing and shall take effect at
the  time  specified  therein,  or if no time is  specified,  at the time of the
receipt  by the  Chairman  of the  Board,  the Chief  Executive  Officer  or the
Secretary.  The  acceptance of a  resignation  shall not be necessary to make it
effective.

     Section 3.05  Committees of the Board of Directors.  The Board of Directors
may appoint from among its members one or more  committees  composed of three or
more Directors. A majority of the members of any committee so appointed shall be
Independent  Directors (as defined in Section 3.01).  The Board of Directors may
delegate to any committee any of the powers of the Board of Directors except the
power  to  declare  dividends  or  distributions  on  stock,  recommend  to  the
Stockholders any action which requires Stockholder  approval,  amend the Bylaws,
approve any merger or share  exchange or issue stock.  However,  if the Board of
Directors has given general authorization for the issuance of stock, a committee
of the Board, in accordance  with a general  formula or method  specified by the
Board of Directors by resolution or by adoption of a stock option plan,  may fix
the terms of stock subject to classification or  reclassification  and the terms
on which any stock may be issued.

     Notice of  committee  meetings  shall be given in the same manner as notice
for special meetings of the Board of Directors.

     One-third,  but not less than two, of the members of any committee shall be
present  in  person  or by  telephonic  communication  at any  meeting  of  such
committee  in order to  constitute a quorum for the  transaction  of business at
such  meeting,  and the act of a majority of those  present  shall be the act of
such committee. The Board of Directors may designate a Chairman of any committee
and such Chairman or any two members of any committee may fix the time and place
of its  meetings  unless the Board shall  otherwise  provide.  In the absence or
disqualification  of any  member  of any such  committee,  the  members  thereof
present at any meeting and not  disqualified  from  voting,  whether or not they
constitute a quorum,  may  unanimously  appoint  another  Director to act at the
meeting in the place of such absent or disqualified members; provided,  however,
that in the event of the absence or disqualification of an Independent Director,
such appointee shall be an Independent Director.

     Each committee  shall keep minutes of its  proceedings and shall report the
same to the  Board of  Directors  when  required,  and any  action  taken by the
committees  shall  be  subject  to  revision  and  alteration  by the  Board  of
Directors,  provided  that no rights of third  persons  shall be affected by any
such revision or alteration.

     Subject to the  provisions  hereof,  the Board of Directors  shall have the
power  at any  time to  change  the  membership  of any  committee,  to fill all
vacancies,  to designate alternate members to replace any absent or disqualified
member, or to dissolve any committee.

     Section 3.06 Meetings of the Board of  Directors.  Meetings of the Board of
Directors,  regular or special,  may be held at any place in or out of the State
of  Delaware  as the  Board  may  from  time to time  determine  or as  shall be
specified in the notice of such meeting.

     The first meeting of each newly elected Board of Directors shall be held as
soon as practicable  after the annual meeting of the  Stockholders  at which the
Directors were elected.  The meeting may be held at such time and place as shall
be specified in a notice given as hereinafter  provided for special  meetings of
the Board of Directors, except that no notice shall be necessary if such meeting
is held immediately  after the adjournment and at the site of the annual meeting
of the Stockholders.

     Regular  meetings  of the Board of  Directors  may be held with or  without
notice at such time and place as shall  from time to time be  determined  by the
Board of Directors.

     Special meetings of the Board of Directors may be called at any time by two
or more  Directors  or by the  Chairman  of the  Board  or the  Chief  Executive
Officer.

     Notice  of the  place  and time of every  special  meeting  of the Board of
Directors shall be delivered to each Director either personally or by telephone,
telegram or telegraph, or by leaving the same at his residence or usual place of
business at least  forty-eight hours before the time at which such meeting is to
be held,  or by  first-class  mail,  at least three days before the day on which
such meeting is to be held.  If mailed,  such notice shall be deemed to be given
when  deposited  in the United  States  mail  addressed  to the  Director at his
post-office  address  as it  appears on the  records  of the  Corporation,  with
postage thereon prepaid.  Section 3.07 Quorum and Voting. At all meetings of the
Board, a majority of the entire Board of Directors shall constitute a quorum for
the  transaction  of  business  and the  action of a majority  of the  Directors
present at any  meeting at which a quorum is present  shall be the action of the
Board of  Directors  unless  the  concurrence  of a greater  proportion,  or the
concurrence  of a majority of the  Independent  Directors  is required  for such
action by law, the  Corporation's  Certificate of Incorporation or these Bylaws.
If a quorum  shall not be present at any  meeting of  Directors,  the  Directors
present may, by a majority vote,  adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Notwithstanding  the first  paragraph  of this  Section  3.07,  any  action
pertaining to a transaction  involving the  Corporation in which any Director or
officer of the Corporation or any affiliate of any of the foregoing  persons has
an  interest  shall  specifically  be  approved  with  respect  to any  isolated
transactions  or  generally  be approved  with  respect to any series of similar
transactions, by a majority of the members of the Board of Directors,  including
a  majority  of the  Independent  Directors  who are not  parties to and have no
financial  interest  in  such  transaction  and so are  not  affiliates  of such
interested party, even if such Directors constitute less than a quorum.

     In approving any contract,  joint venture or other transaction or series of
transactions  between  the  Corporation  and  any  Director  or  officer  of the
Corporation  or any  affiliate  of such  persons,  a majority  of the  Directors
including a majority of the Independent Directors must determine that:

     (a) the contract,  joint venture or other  transaction as  contemplated  is
fair and reasonable to the  Corporation  and its  Stockholders  and on terms and
conditions  no less  favorable  to the  Corporation  than those  available  from
unaffiliated third parties;

     (b) if an  acquisition  of property  other than mortgage loans is involved,
the total  consideration  (determined at the time the acquisition is approved by
the  Independent  Directors) for the property being acquired is not in excess of
the (i)  appraised  value  of such  property  as  stated  in an  appraisal  by a
qualified independent appraiser with experience in appraising assets of the type
being acquired, or (ii) fair value of such property as stated in an opinion by a
qualified  independent  consultant,   selected,  approved  or  ratified  by  the
Independent  Directors  prior to any such  acquisition,  and if the  price is in
excess  of the  cost  of the  asset  to such  seller  thereof,  the  Independent
Directors shall determine that substantial  justification for such excess exists
and that such excess is not unreasonable; and

     (c) if the  transaction  involves  the making of loans or the  borrowing of
money, the transaction is fair, competitive,  and commercially reasonable and no
less favorable to the Corporation  than loans between  unaffiliated  lenders and
borrowers under the same circumstances.

     Section 3.08 Organization.  The Chairman of the Board shall preside at each
meeting  of the  Board of  Directors,  or in the  absence  or  inability  of the
Chairman  of the Board to  preside at a meeting,  another  Director  chosen by a
majority  of the  Directors  present  shall act as  Chairman  of the meeting and
preside  thereat.  The  Secretary  (or, in his absence or  inability to act, any
person  appointed by the Chairman of the meeting)  shall act as Secretary of the
meeting and keep the minutes thereof.
  
     Section 3.09 Meeting by Conference  Telephone.  Unless otherwise restricted
by the  Certificate  of  Incorporation,  members of the Board of  Directors  may
participate  in  a  meeting  by  means  of a  conference  telephone  or  similar
communications  equipment if all persons  participating  in the meeting can hear
each  other  at the  same  time.  Participation  in a  meeting  by  these  means
constitutes presence in person at a meeting.

     Section 3.10 Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any  committee  thereof may
be taken without a meeting, if a written consent to such action is signed by all
members of the Board or of such committee,  as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

     Section 3.11  Compensation  of  Directors.  The Directors may be paid their
expenses,  if any, of  attendance  at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any Director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.  Members of committees  of the Board may be allowed like  compensation
for attending committee meetings.

     Section 3.12 Investment Policies and Restrictions.  It shall be the duty of
the Board of Directors to ensure that the purchase, sale, retention and disposal
of the Corporation's  assets, and the investment policies of the Corporation and
the limitations thereon or amendment thereto are at all times in compliance with
the  restrictions  applicable to real estate  investment  trusts pursuant to the
Internal Revenue Code of 1986, as amended.

         The Corporation shall not:

          (a)  invest  in  mortgage   loans  unless  an  appraisal  is  obtained
     concerning the underlying property;

          (b) invest more than 10% of the  Company's  total assets in unimproved
     real property or mortgage loans on unimproved real property;

          (c) invest in  commodity  or  commodity  future  contracts  other than
     interest rate futures used solely for hedging purposes;

          (d) issue debt securities  unless the historical debt service coverage
     of the most recently  completed fiscal year, as adjusted for known changes,
     is sufficient  to service the higher level of debt  (without  regard to any
     applicable balloon principal payments);

          (e) invest in real estate contracts for sale,  unless such real estate
     contracts are recordable in the chain of title; or

          (f) act in any way that would  disqualify the Company as a real estate
     investment trust under the provisions of the Code.

     The  Corporation  does not  intend  to invest  in the  securities  of other
issuers  for the  purposes of  exercising  control  (other than with  respect to
wholly  owned  subsidiaries),  to  engage  in the  trading  of or to  underwrite
securities for other  issuers,  to engage in the purchase and sale (or turnover)
of investments other than as described in the Registration Statement or to offer
securities in exchange for property  unless deemed  prudent by a majority of the
Directors.

     The  Independent  Directors  shall  review the  investment  policies of the
Corporation at least annually to determine that the policies then being followed
by the  Corporation  are in the best  interests of its  Stockholders.  Each such
determination  and the basis  therefore shall be set forth in the minutes of the
Board of Directors.

     The Directors shall review the borrowings of the Corporation  quarterly for
reasonableness  in relation to the  Corporation's  net assets.  The  Corporation
shall not incur indebtedness if, after giving effect to the incurrence  thereof,
aggregate  indebtedness,  secured and  unsecured,  would  exceed  three  hundred
percent (300%) of the Corporation's net assets, on a consolidated  basis, unless
approved by a majority of the Directors, including a majority of the Independent
Directors, and disclosed to the Stockholders in the next quarterly report of the
Corporation,  along with  justification for such excess.  For this purpose,  the
term "Net Assets" means the total assets (less  intangibles)  of the Corporation
at cost, before deducting  depreciation or other non-cash  reserves,  less total
liabilities,  as calculated  at the end of each quarter on a basis  consistently
applied.

     The foregoing  prohibitions and restrictions set forth in this Section 3.12
shall  not  be  changed  without  the  approval  of  the   Stockholders  of  the
Corporation.


                                   ARTICLE IV
                                     NOTICES

     Section 4.01 Writing. Notices to Directors and Stockholders when in writing
or by telegram as required by provisions of statutes,  or by the  Certificate of
Incorporation,  or by these Bylaws,  shall be delivered  personally or mailed to
the Directors or Stockholders  at their addresses  appearing on the books of the
Corporation.

     Section  4.02  Waiver.  Whenever  any notice is  required to be given under
provisions of the statutes or of the  Certificate of  Incorporation  or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent thereto.


                                    ARTICLE V
                                    OFFICERS

     Section 5.01 Principal Officers.  The principal officers of the Corporation
shall be a Chief Executive Officer, a President,  one or more Vice Presidents, a
Treasurer and a Secretary.  The  Corporation  may also have such other principal
officers,  including one or more Controllers, as the Board may in its discretion
appoint.  One person may hold the  offices  and perform the duties of any two or
more of said  offices,  except  that no one person  shall hold the  offices  and
perform the duties of President and Secretary.

     Section  5.02  Election,  Term of Office and  Remuneration.  The  principal
officers of the Corporation  shall be elected annually by the Board of Directors
at the annual  meeting  thereof.  Each such officer  shall hold office until his
successor is elected and qualified or until his earlier  death,  resignation  or
removal.  The remuneration of all officers of the Corporation  shall be fixed by
the Board of Directors. Any vacancy in any office shall be filled in such manner
as the Board of Directors shall determine.

     Section 5.03 Subordinate  Officers.  In addition to the principal  officers
enumerated  in Section 5.01 of this Article V, the  Corporation  may have one or
more Assistant  Treasurers,  Assistant Secretaries and Assistant Controllers and
such other subordinate officers,  agents and employees as the Board of Directors
may deem necessary,  each of whom shall hold office for such period as the Board
of  Directors  may from  time to time  determine.  The  Board of  Directors  may
delegate  to any  principal  officer the power to appoint and to remove any such
subordinate officer, agents or employees.

     Section  5.04  Removal.  Except as  otherwise  permitted  with  respect  to
subordinate officers,  any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors.

     Section  5.05  Resignations.  Any  officer may resign at any time by giving
written notice to the Board of Directors (or to a principal officer if the Board
of Directors has delegated to such principal officer the power to appoint and to
remove such  officer).  The  resignation  of any officer  shall take effect upon
receipt of notice  thereof or at such later time as shall be  specified  in such
notice;  and  unless  otherwise  specified  therein,   the  acceptance  of  such
resignation shall not be necessary to make it effective.

     Section 5.06 Powers and Duties.  The officers of the Corporation shall have
such powers and perform such duties incident to each of their respective offices
and such other duties as may from time to time be conferred  upon or assigned to
them by the Board of Directors.


                                   ARTICLE VI
                              CERTIFICATE OF STOCK

     Section 6.01  Certificates.  Every holder of stock in the Corporation shall
be entitled to have a certificate,  signed by, or in the name of the Corporation
by, the Chairman or Vice  Chairman of the Board of Directors or the President or
a  Vice-President,  and  by  the  Treasurer  or an  Assistant  Treasurer  or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares  owned by him in the  Corporation.  Any or all of the  signatures  on the
certificate may be a facsimile. In case any officer or officers who have signed,
or  whose  facsimile  signature  or  signatures  have  been  used  on,  any such
certificate  or  certificates  shall cease to be such officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate  or  certificates  have  been  delivered  by the  Corporation,  such
certificate or certificates  may  nevertheless be adopted by the Corporation and
be issued  and  delivered  as though  the  person or  persons  who  signed  such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such  officer or officers of the  Corporation.
If the Corporation shall be authorized to issue more than one class of stock, or
more than one series of any call,  the  designations,  preference  and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or  rights  shall be set forth in full or  summarization  on the face or the
back of the  certificate  which the  Corporation  shall issue to represent  such
class of stock; provided,  however, that except as otherwise provided in Section
202 of the  General  Corporation  law of  Delaware,  in  lieu  of the  foregoing
requirements,  there  may be set  forth on the  face or back of the  certificate
which the Corporation  shall issue to represent such class or series of stock, a
statement that the Corporation  will furnish without charge to each  Stockholder
who so requests,  the  designations,  preferences  and relative,  participating,
option or other special  rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

     Section 6.02 Lost  Certificates.  The Board of  Directors  may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon the making of an affidavit  of the fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same in such  manner  as it  shall  require  and/or  to give the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

     Section  6.03  Transfer of Stock.  No  transfers  of shares of stock of the
Corporation  shall be made if (i) void ab initio  pursuant  to  Article X of the
Corporation's  Certificate  of  Incorporation,  or (ii) the Board of  Directors,
pursuant to such Article X, shall have  refused to offer such shares.  The Board
of Directors of the Corporation may:

          (a)  redeem  the  outstanding  shares of stock of the  Corporation  or
     restrict the transfer of such shares to the extent necessary to prevent the
     concentration  of ownership of more than 50% of the  outstanding  shares of
     the  Corporation in the hands of five or fewer  individuals or entities and
     to ensure that the Corporation always has at least 100 Stockholders;

          (b) refuse to effect a transfer of shares of stock of the  Corporation
     to any person who as a result  would  beneficially  own shares in excess of
     9.8% of the outstanding shares of the Corporation ("Excess Shares"); and

          (c) redeem Excess Shares held by any Stockholder of the Corporation.

     Permitted  transfers of shares of stock of the Corporation shall be made on
the stock records of the Corporation only upon the instruction of the registered
holder  thereof,  or by his attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary or with a transfer  agent or transfer
clerk duly  authorized  by the Board of  Directors,  and upon  surrender  of the
certificate  or  certificates,  is issued for such shares  properly  endorsed or
accompanied by a duly executed stock transfer power and the payment of all taxes
thereon. Upon surrender to the Corporation or the duly authorized transfer agent
of the  Corporation of a certificate  for shares duly endorsed or accompanied by
proper  evidence of succession,  assignment or authority to transfer,  as to any
transfer not prohibited by the Corporation's Certificate of Incorporation, these
Bylaws, or by action of the Board of Directors thereunder,  it shall be the duty
of the Corporation to issue a new  certificate to the person  entitled  thereto,
cancel the old certificate and record the transaction upon its books.

     Section  6.04  Setting  of  Record  Date on  Transfer  Books.  The Board of
Directors  shall fix in advance a date,  not exceeding  sixty days preceding the
date  of any  meeting  of  Stockholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion  or exchange of capital  stock shall go into effect,  or a date in
connection  with  obtaining the consent of  Stockholders  for any purpose,  as a
record date for the determination of the Stockholders entitled to notice of, and
to vote at, any such  meeting,  and any  adjournment  thereof,  or  entitled  to
receive payment of any such dividend,  or to any such allotment of rights, or to
exercise  the rights in respect of any such  change,  conversion  or exchange of
capital stock, or to give such consent,  and in such case such  Stockholders and
only such  Stockholders  as shall be Stockholders of record on the date so fixed
shall be  entitled  to such  notice of,  and to vote at,  such  meeting  and any
adjournment thereof, or to receive payment of such dividend,  or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be  notwithstanding  any  transfer  of any  stock  on the  books of the
Corporation after any such record date fixed as aforesaid.

     Section 6.05 Registered Stockholders.  The Corporation shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Delaware.


                                   ARTICLE VII
                               GENERAL PROVISIONS

     Section  7.01   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,  subject to the provisions of the Certificate of Incorporation,  if
any,  may be  declared  by the Board of  Directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the capital  stock,  subject to the  provisions of the  Certificate of
Incorporation.

     Section 7.02  Reserves.  Before  payment of any dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends  such sum or
sums as the Directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other purpose as the Directors shall think conducive to the interest of
the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

     Section 7.03 Annual Report.  The officers of the Corporation  shall prepare
or cause to be prepared annually a full and correct report of the affairs of the
Corporation, including financial statements for the preceding fiscal year, which
shall be prepared in accordance with generally accepted  accounting  principles,
audited  and  certified  by  independent   certified   public   accountants  and
distributed to Stockholders within one hundred twenty (120) days after the close
of the  Corporation's  fiscal year and a reasonable  period of time (at least 10
days) prior to the annual  meeting of  Stockholders.  Such report  shall also be
submitted  at the annual  meeting.  The annual  report  shall also  include full
disclosure of all material  terms,  factors and  circumstances  surrounding  any
transactions between the Corporation and any Director, or any affiliates of such
Director.  The  Independent  Directors  will  comment  on the  fairness  of such
transactions in the annual report.

     The  Corporation  shall also publish in the annual  report the ratio of the
cost of raising capital during the year to the capital raised

     Section 7.04 Quarterly  Report.  The officers of the Corporation shall also
prepare or cause to be prepared  quarterly for each of the first three  quarters
of  each  fiscal  year,  a  full  and  correct  report  of  the  affairs  of the
Corporation, including a balance sheet and financial statement of operations for
the  preceding  fiscal  quarter,  which  need not be  certified  by  independent
certified  public  accountants and shall be distributed to  Stockholders  within
forty-five  (45)  days  after the close of the  Corporation's  preceding  fiscal
quarter.

     Section 7.05 Books of Account and Records.  The Corporation  shall maintain
at its office in the City of Charlotte and State of North  Carolina  correct and
complete  books and records of account of all the business and  transactions  of
the Corporation, such books and records to include, without limitation,  current
names and addresses of all Stockholders as well as Stockholder records. Upon the
request of, and reasonable notice given by, any Stockholder, there shall be made
available  for  inspection  such  books  and  records  in  accordance  with  the
provisions of Delaware law during regular business hours of the Corporation.

     Section  7.06  Checks.  All  checks or  demands  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 7.07 Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     Section 7.09 Seal. The corporate seal shall have inscribed thereon the name
of the Corporation,  the year of its organization and the words "Corporate Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section  8.01  Amendments.  These  Bylaws may be altered or repealed or new
bylaws may be made by the Stockholders entitled to vote thereon at any annual or
special meeting thereof or by the Board of Directors.