AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                   MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.

                                    ARTICLE I

                                     OFFICES

    1.1 Registered Office and Agent. The registered office of the Corporation
shall be in the State of Georgia and the Corporation shall at all times maintain
a registered agent at the address of the registered office.

    1.2 Other Offices. The Corporation may also have offices at such other
places both within and without the State of Georgia as the Board of Directors
may from time to time determine and the business of the Corporation may require
or make desirable.

                                   ARTICLE II

                              SHAREHOLDERS MEETINGS

    2.1 Annual Meetings. A meeting of the shareholders of the Corporation shall
be held annually. The annual meeting of the shareholders of the Corporation
shall be held at the principal office of the Corporation or at such other place
in the United States as may be determined by the Board of Directors, on such
date following the close of the fiscal year as shall be determined by the Board
of Directors, for the purpose of electing Directors and transacting such other
business as may properly be brought before the meeting.

    2.2 Special Meetings. Special meetings of the shareholders shall be held at
the principal office of the Corporation or at such other place in the United
States as may be designated in the notice of said meetings, upon call of the
chairman of the Board of Directors or the president and shall be called by the
president or the secretary when so directed by the Board of Directors or at the
request in writing of shareholders owning at least 25% of the issued and
outstanding
<PAGE>

capital stock of the Corporation entitled to vote thereat. Any such request
shall state the purposes for which the meeting is to be called.

    2.3 Notice of Meetings. Written notice of every meeting of shareholders,
stating the place, date and hour of the meeting, shall be given personally or by
mail to each shareholder of record entitled to vote at such meeting not less
than 10 nor more than 60 days before the date of the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
with first class postage thereon prepaid addressed to the shareholder at his
address as it appears on the Corporation's record of stockholders. Attendance of
a shareholder at a meeting of shareholders, in person or by proxy, shall
constitute a waiver of notice of such meeting and of all objections to the place
or time of meeting, or the manner in which it has been called or convened,
except when a shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection to the transaction of any
business. Notice need not be given to any shareholder who signs a waiver of
notice, in person or by proxy, either before or after the meeting.

    2.4 Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at all meetings of the
shareholders except as otherwise provided by statute, by the articles of
incorporation, or by these by-laws. If a quorum is not present or represented at
any meeting of the shareholders, a majority of the shareholders entitled to vote
thereat, present. in person or represented by proxy, may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any


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<PAGE>

business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each shareholder of record entitled
to vote at the meeting.

    2.5 Voting. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of law or of the articles of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of the question. Each
shareholder shall at every meeting of the shareholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
registered in his name on the books of the Corporation, but no proxy shall be
voted or acted upon after 11 months from its date, unless otherwise provided in
the proxy.

    2.6 Consent of Shareholders. Any action required or permitted to be taken at
any meeting of the shareholders may be taken without a meeting (including
without limitation any action permitted by Section 3.8 hereof) if all of the
shareholders entitled to vote at a meeting those shares having sufficient voting
power to cast not less than the minimum number (or numbers, in the case voting
by classes) of votes that would be necessary to authorize or take such action
consent thereto in writing, setting forth the action so taken.

    2.7 List of Shareholders. The Corporation shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving their names and addresses and
the number, class and series, if any, of the shares held by


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<PAGE>

each. The officer who has charge of the stock transfer books of the Corporation
shall prepare and make, before every meeting of shareholders or any adjournment
thereof, a complete list of the shareholders entitled to vote at the meeting or
any adjournment thereof, arranged in alphabetical order, with the address of and
the number and class and series, if any, of shares held by each. The list shall
be produced and kept open at the time. and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of the meeting
for the purposes thereof. The said list may be the Corporation's regular record
of shareholders if it is arranged in alphabetical order or contains an
alphabetical index.

    2.8 Shareholder Notice Procedures. Only persons who are nominated by, or at
the direction of, the Board of Directors, or by a shareholder who has given
timely written notice containing information as specified by the Board of
Directors to the Secretary of the Corporation prior to the meeting at which
Directors are to be elected, will be eligible for election as Directors of the
Corporation. At annual meetings only such business may be conducted as has been
brought before the meeting by, or at the direction of, the Chairman of the Board
of Directors or by a shareholder who has given timely written notice to the
Secretary of the Corporation of such shareholder's intention to bring such
business before such meeting. For notice of shareholder nominations or business
to be conducted at an annual meeting to be timely, such notice must be received
by the Corporation not less than one hundred twenty (120) days prior to the
first anniversary of the previous year's annual meeting.

    2.9 Limitations on Right of Inspection. The right of inspection enumerated
in subsection (c) of Section 14-2-1602 of the Georgia Business Corporation Code,
or any successor provision, may be exercised by a shareholder owning in excess
of two percent (2%) of the issued and


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<PAGE>

outstanding shares of the Corporation if such shareholder otherwise meets the
requirements of subsection (d) of such section. With respect to a shareholder
owning two percent (2%) or less of the issued and outstanding shares of the
Corporation, the right of inspection granted by such subsection shall be denied
by the Corporation to any shareholder unwilling to agree in writing to abstain

    (i)   from purchasing or selling any shares of the Corporation;

    (ii)  from soliciting any proxies over shares of the Corporation, or
          seeking to persuade any person to grant or withhold a proxy or vote
          with respect to any shares of the Corporation; and

    (iii) from sharing with any third person any undisclosed information
          concerning the Corporation disclosed in such inspection or otherwise
          learned by such shareholder exercising such inspection right,

for so long as any information disclosed in such inspection is material and
remains undisclosed by the Corporation, and in any event, for one year from the
date of the exercise of such inspection right. The agreements required by this
Section 2.9 shall be required of the inspecting shareholder and all agents and
attorneys for such shareholder.

                                   ARTICLE III

                                    DIRECTORS

    3.1 Powers. Except as otherwise provided by any legal agreement among
shareholders, the property, affairs, and business of the Corporation shall be
managed and directed by its Board of Directors, which may exercise all powers of
the Corporation and do all lawful acts and things which are not by law, by any
legal agreement among shareholders, by the articles of


                                        5
<PAGE>

incorporation, or by these by-laws directed or required to be exercised or done
by the shareholders.

    3.2 Number, Election, and Term. The Board of Directors shall fix by
resolution the precise number of members of the Board of Directors. The
Directors shall be elected by plurality vote at the annual meeting of
shareholders, except as hereinafter provided, and each Director elected shall
hold office until his successor is elected and qualified or until his earlier
resignation, removal from office, or death. Directors shall be natural persons
who have attained the age of 18 years, but need not be residents of the State of
Georgia or shareholders of the Corporation.

    3.3 Vacancies. Vacancies, including vacancies resulting from any increase in
the number of Directors, but not including vacancies resulting from removal from
office by the shareholders, may be filled by a majority of the Directors then in
office, though less than a quorum, or by a sole remaining Director, and a
Director so chosen shall hold office until the next annual election and until
his successor is duly elected and qualified unless sooner displaced. If there
are no Directors in office, then vacancies shall be filled through election by
the shareholders.

    3.4 Meetings and Notice. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Georgia. Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by resolution of
the board. Special meetings of the board may be called by the chairman of the
board or president or by any two Directors on one day's oral, telegraphic, or
written notice duly given or served on each Director personally or by facsimile
transmission, or four days' notice deposited, first class postage prepaid, in
the United States mail. Such notice


                                        6
<PAGE>

shall state a reasonable time, date, and place of meeting, but the purpose need
not be stated therein. Notice need not be given to any Director who signs a
waiver of notice either before or after the meeting. Attendance of a Director at
a meeting shall constitute a waiver of notice of such meeting and waiver of all
objection to the place and time of the meeting, or the manner in which it has
been called or convened, except when the Director states, at the beginning of
the meeting, any such objection or objections to the transaction of business.

    3.5 Quorum. At all meetings of the board a majority of Directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the board, except as may be otherwise specifically provided by law, by
the articles of incorporation, or by these by-laws. If a quorum shall not be
present at any meeting of the board, the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

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

    3.7 Committees. The Board of Directors may by resolution passed by a
majority of the whole board, designate from among its members one or more
committees, each committee to consist of three Directors. The Board of Directors
may designate one or more other directors


                                        7
<PAGE>

to act as alternate directors on any such committee and, in the absence of the
director as to whom such other director is designated as an alternate, such
alternate directors (in the order designated by the Board of Directors) may vote
and otherwise act as if such alternate directors were members of the committee
designated as such by the Board of Directors. Any such committee, to the extent
provided in the resolution, shall have and may exercise all of the authority of
the Board of Directors in the management of the business and affairs of the
Corporation, except that it shall have no authority with respect to (1) amending
the articles of incorporation or these by-laws; (2) adopting a plan of merger or
consolidation; (3) the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Corporation; and (4) a
voluntary dissolution of the Corporation or a revocation thereof. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. A majority of each
committee may determine its action and may fix the time and places of its
meetings, unless otherwise provided by the Board of Directors; provided,
however, that any committee which has the power to exercise any authority of the
Board of Directors may determine its action only with the approval of each
member of the committee (or such person's designated alternate). Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.

    3.8 Removal of Directors. At any shareholders meeting with respect to which
notice of such purpose has been given, any Director may be removed from office,
with or without cause, by the vote of shareholders representing a majority of
the issued and outstanding capital stock entitled to vote for the election of
Directors, and his successor may be elected at the same or


                                        8
<PAGE>

any subsequent meeting of shareholders; provided that to the extent any vacancy
created by such removal is not filled by such an election within 60 days after
such removal, the remaining Directors shall, by majority vote, fill any such
vacancy, and provided further that any action which shareholders are permitted
by this Section to take at a meeting may also be taken by written consent in
accordance with Section 2.6 above.

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

                                   ARTICLE IV

                                    OFFICERS

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

    4.2 Compensation. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors or a committee or officer appointed by the
board. Salary payments may be made at such intervals as may be determined by the
Board of Directors or such officer or committee. In addition to salaries, the
Board of Directors may pay bonuses to officers and other


                                        9
<PAGE>

employees, the persons who may receive such bonuses and the amount and time of
payment being within the discretion of the Board of Directors.

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

    4.4 Removal. Any officer may be removed from office at any time, with or
without cause, by the Board of Directors whenever in its judgment the best
interest of the Corporation will be served thereby.

    4.5 Vacancies. Any vacancy in an office resulting from any cause may be
filled by the Board of Directors.

    4.6 Powers and Duties. Except as hereinafter provided, the officers of the
Corporation shall each have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as from time to time may
be conferred by the Board of Directors.

        (a) President. The president shall be the chief executive officer of the
Corporation, shall preside at all meetings of the shareholders and (unless the
board shall have created an office of chairman of the board) the Board of
Directors, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted


                                       10
<PAGE>

by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

        (b) Secretary. The secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meeting of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

        (c) Treasurer. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the president and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as treasurer
and of the financial condition of the Corporation. If


                                       11
<PAGE>

required by the Board of Directors, he shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession.
or under his control belonging to the Corporation.

        (d) Assistant Officers. Vice presidents and Assistants to the secretary
and treasurer, if any, shall perform such duties and have such powers as the
Board of Directors may from time to time prescribe.

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

                                    ARTICLE V

                              CERTIFICATES OF STOCK

    5.1 Form of Certificate. Every holder of fully-paid stock in the Corporation
shall be entitled to have a certificate in such form as the Board of Directors
may from time to time prescribe.


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<PAGE>

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

    5.3 Transfers.

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

        (b) The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and for all other purposes, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.


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<PAGE>

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

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

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


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<PAGE>

If no record date is fixed for other purposes, the record date shall be at the
close of business on the day next preceding the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors shall fix a new record date for the adjourned meeting.

    5.5 Transfer Agent and Registrar. The Board of Directors may appoint one or
more transfer agents or one or more transfer clerks and one or more registrars,
and may require all certificates of stock to bear the signature or signatures of
any of them.

    5.6 Fair Price Requirements. In accordance with Official Code of Ga. Ann.
ss. 14-2-1113, this Corporation has elected that all of the requirements of Part
2 of Article 11 of the Georgia

Business Corporation Code shall be applicable to this Corporation.

                                   ARTICLE VI

                               GENERAL PROVISIONS

    6.1 Dividends. Dividends upon the capital stock of the Corporation, subject
to the provisions of the articles of incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the Corporation's
capital stock, subject to the provisions of the articles of incorporation.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time,, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for


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<PAGE>

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.

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

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

    6.4 Annual Reports. The Corporation shall furnish the shareholders with
annual reports on the financial condition of the Corporation within ninety (90)
days after the end of each fiscal year.

                                   ARTICLE VII

                                 INDEMNIFICATION

    7.1. Indemnification. The Company shall indemnify any individual who was,
is, or is threatened to be made a named defendant or respondent to a threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal because he is or
was a director, officer, employee or agent of the Company or an individual who,
while a director, officer, employee or agent of the Company, is or was serving
at the Company's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise against liability incurred in
the proceeding if he acted in a manner he believed


                                       16
<PAGE>

in good faith to be in or not opposed to the best interests of the Company and,
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. The termination of a proceeding by judgment, order,
settlement, conviction, or a plea of nolo contendere or its equivalent, is not,
of itself, determinative that the director, officer, employee or agent of the
Company did not meet the standard of conduct set forth in the immediately
preceding sentence. No indemnification, however, shall be made in favor of any
director in connection with a proceeding by or in the right of the Company in
which the director was adjudged liable to the Company or in connection with any
other proceeding in which he was adjudged liable on the basis that personal
benefit was improperly received by him. Indemnification in connection with a
proceeding by or in the right of the Company shall be limited to reasonable
expenses (including attorneys' fees) incurred in connection with the proceeding.

    7.2. Determination of Indemnification. Unless ordered by a court, the
Company shall not indemnify a director, officer, employee or agent under Section
7.1 unless authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is permissible in
the circumstances because he has met the applicable standard of conduct set
forth in Section 7.1. The determination shall be made:

        (i) by the Board of Directors by a majority vote of a quorum consisting
    of directors not at the time parties to the proceeding; or

        (ii) if such a quorum is not obtainable, by majority vote of a committee
    duly designated by the Board of Directors (in which designation directors
    who are parties may


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<PAGE>

    participate), consisting solely of two or more directors not at the time
    parties to the proceedings;

        (iii) by special legal counsel:

          (A) selected by the Board of Directors or its committee in the manner
        described in paragraph (i) or (ii) of this section 7.2; or

          (B) if a quorum of the Board of Directors cannot be obtained under
        paragraph (i) of this Section 7.2 and a committee cannot be designated
        under paragraph (ii) of this Section 7.2, then selected by majority vote
        of the full Board of Directors (in which selection directors who are
        parties may participate); or (iv) by the shareholders, but 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. Authorization of indemnification or an obligation to
    indemnify and an evaluation as to reasonableness of expenses shall be made
    in the same manner as the determination that indemnification is permissible,
    except that if the determination is made by special legal counsel,
    authorization of indemnification and evaluation as to reasonableness of
    expenses shall be made by those entitled under paragraph (iii) of this
    Section 7.2 to select counsel. 

    7.3 Successful Defense. To the extent that a director, officer, employee, or
agent of the Company has been successful, on the merits or otherwise, in defense
of any action, suit or proceeding referred to in Section 7.1 or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.


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<PAGE>

    7.4 Advance Payment. The Company shall pay for or reimburse the reasonable
expenses incurred by a director, officer, employee or agent who is an individual
who was, is, or is threatened to be made a named defendant or respondent to a
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal in
advance of the final disposition of the proceeding if such person furnishes the
Company both a written affirmation of his good-faith belief that he has met the
standard of conduct set forth in Section 7.1 and a written undertaking, executed
personally or on his behalf, to repay any advances if it is ultimately
determined that he is not entitled to indemnification by the Company as
authorized in this Article.

    7.5 Survival of Indemnification Following Death or Termination. The right to
indemnification and advancement of expenses provided by or granted pursuant to
this Article VII shall 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.

    7.6 Non-Exclusivity. The indemnification and advancement of expenses
provided by this Article VII shall not be deemed exclusive of any other rights
to which a person seeking indemnification may be entitled under any article of
incorporation, by-law, agreement, note of shareholders or directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

                                  ARTICLE VIII

                                   AMENDMENTS

    The Board of Directors shall have power to alter, amend, or repeal these
by-laws or adopt new by-laws by majority vote of all of the Directors, but any
by-laws adopted by the Board of


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Directors may be altered, amended, or repealed and new by-laws adopted, by the
shareholders by majority vote of all of the shares having voting power.
Notwithstanding the foregoing, any alteration, amendment or repeal of any
provision of Article II, III or VII of these By-laws, and the adoption of any
by-law inconsistent with any provision of said Articles II, III or VII may be
approved only by the affirmative vote of at least two thirds of all members of
the Board of Directors or of the holders of shares having at least two-thirds of
the voting power with respect


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