1
EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

MAXXIS GROUP, INC.

EFFECTIVE AS OF: OCTOBER 8, 1997

TABLE OF CONTENTS

ARTICLE I - Offices............................................................................................. 1

ARTICLE II - Shareholders' Meetings............................................................................. 1

Section 1. Place of Meeting............................................................ 1
Section 2. Annual Meeting.............................................................. 1
Section 3. Special Meetings............................................................ 2
Section 4. Notice...................................................................... 2
Section 5. Quorum...................................................................... 2
Section 6. Voting, Proxies............................................................. 2
Section 7. Fixing of Record Date....................................................... 3
Section 8. Shareholders' List for Meeting.............................................. 3
Section 9. Nominations of Directors and Shareholder Proposals.......................... 3
Section 10. Voting Trust Agreements..................................................... 5

ARTICLE III - Directors......................................................................................... 5

Section 1. General Powers.............................................................. 5
Section 2. Number and Tenure........................................................... 6
Section 3. Vacancies and Removal....................................................... 6
Section 4. Place of Meeting............................................................ 6
Section 5. Compensation................................................................ 7
Section 6. Regular Meetings............................................................ 7
Section 7. Special Meetings............................................................ 7
Section 8. Notice, Waiver by Attendance................................................ 7
Section 9. Quorum and Voting........................................................... 7
Section 10. Manner of Acting............................................................ 7
Section 11. Committees.................................................................. 8
Section 12. Action Without a Meeting.................................................... 8
Section 13. Conference Call Meetings.................................................... 8

ARTICLE IV - Officers........................................................................................... 9

Section 1. Offices..................................................................... 9
Section 2. Term........................................................................ 9
Section 3. Compensation................................................................ 9
Section 4. Removal..................................................................... 9
Section 5. Chairman of the Board....................................................... 9
Section 6. President................................................................... 9
Section 7. Vice Presidents............................................................. 10
Section 8. Secretary................................................................... 10
Section 9. Treasurer................................................................... 10

ARTICLE V - Capital Stock....................................................................................... 10

Section 1. Form........................................................................ 10
Section 2. Rights of Corporation with Respect to Registered Owners..................... 11
Section 3. Transfers of Shares......................................................... 11
Section 4. Duty of Corporation to Register Transfer.................................... 11
Section 5. Lost, Stolen or Destroyed Certificates...................................... 11
Section 6. Business Combination........................................................ 11

ARTICLE VI - Fiscal Year........................................................................................ 11

ARTICLE VII - Seal.............................................................................................. 12

ARTICLE VIII - Annual Statements................................................................................ 12

ARTICLE IX - Indemnification.................................................................................... 12

Section 1. Indemnification of Directors................................................ 12
Section 2. Indemnification of Others................................................... 13
Section 3. Other Organizations......................................................... 13
Section 4. Determination............................................................... 13
Section 5. Advances.................................................................... 13
Section 6. Non-Exclusivity............................................................. 14
Section 7. Insurance................................................................... 14
Section 8. Notice...................................................................... 14
Section 9. Security.................................................................... 14
Section 10. Amendment................................................................... 14
Section 11. Agreements.................................................................. 15
Section 12. Continuing Benefits......................................................... 15
Section 13. Successors.................................................................. 15
Section 14. Severability................................................................ 15
Section 15. Additional Indemnification.................................................. 15
Section 16. Changes in the Act.......................................................... 15

ARTICLE X - Notices and Waiver of Notice........................................................................ 15

Section 1. Notices..................................................................... 15
Section 2. Waiver of Notice............................................................ 16

ARTICLE XI - Miscellaneous...................................................................................... 16

Section 1. Execution of Documents...................................................... 16
Section 2. Deposits.................................................................... 16
Section 3. Proxies in Respect of Stock or Other Securities
of Other Corporations....................................................... 16

ARTICLE XII - Amendments........................................................................................ 17

AMENDED AND RESTATED BYLAWS

MAXXIS GROUP, INC.

EFFECTIVE AS OF: October 8, 1997

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References in these Bylaws to "Articles of Incorporation" are to the
Amended and Restated Articles of Incorporation of Maxxis Group, Inc., a Georgia
corporation (the "Corporation"), as amended and restated from time to time.

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

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ARTICLE I

OFFICES

The address of the registered office of the Corporation is
1901 Montreal Road, Suite 108, Tucker, Georgia 30084. The Corporation may have
other offices at such places within or without the State of Georgia as the Board
of Directors may from time to time designate or the business of the Corporation
may require or make desirable.

ARTICLE II

SHAREHOLDERS' MEETINGS

SECTION 1. PLACE OF MEETING. The Board of Directors may
designate any place within or without the State of Georgia as the place of
meeting for any annual or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place within or without the State of Georgia as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of Georgia.

SECTION 2. ANNUAL MEETING. An annual meeting of the
shareholders shall be held on such day, and at such time and place as the Board
of Directors shall determine, at which

time the shareholders shall elect a Board of Directors and transact such other
business as may be properly brought before the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by the
Act or the Articles of Incorporation, may be called only by the Board of
Directors or the Chairman of the Board. In addition, the Secretary shall call a
special meeting when requested in writing by shareholders owning at least 50% of
all shares entitled to vote at the meeting. Such written shareholder request
shall comply with the notice provisions of Section 9 hereof.

SECTION 4. NOTICE. Except as otherwise provided by the Act or
the Articles of Incorporation, written notice stating the place, day, and hour
of each meeting of the shareholders, whether annual or special, shall be
delivered, either personally or by first-class mail, to each shareholder of
record entitled to vote at such meeting, not less than ten nor more than 60 days
before the meeting. If the notice is mailed at least 30 days before the date of
the meeting, it may be done by a class of United States mail other than first
class. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to a shareholder at his address as it appears
on the records of the Corporation. Notice of any special meeting of shareholders
shall state the purpose or purposes for which the meeting is called. Notice of
any meeting of shareholders shall not be required to be given to any shareholder
who, in person or by his attorney thereunto authorized, either before or after
such meeting, shall waive such notice. Attendance of a shareholder at a meeting,
either in person or by proxy, shall itself constitute waiver of notice and
waiver of any and all objections to the place and time of the meeting and 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 objections to the transaction of business. Notice of the time and place of
any adjourned meeting need not be given otherwise than by the announcement at
the meeting at which adjournment is taken. If, however, after the adjournment of
any meeting the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given in compliance with
this Section 4 to each shareholder of record entitled to vote on the new record
date.

SECTION 5. QUORUM. The holders of a majority of the stock
issued, outstanding and entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders and shall
be sufficient for the transaction of business, except as otherwise provided by
law or the Articles of Incorporation. If, however, such majority shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of voting stock shall be present. At
such adjourned meeting at which a quorum shall be present in person or by proxy,
any business may be transacted that might have been transacted at the meeting
originally called. Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the meeting and for
any adjourned meeting unless a new record date is or must be set for that
adjourned meeting.

SECTION 6. VOTING, PROXIES. At every meeting of the
shareholders, any shareholder having the right to vote shall be entitled to vote
in person or by proxy, but no proxy

shall be voted after 11 months from its date, unless the proxy provides for a
longer period. Each holder of Class A Common Stock shall have ten votes for each
share of Class A Common Stock registered in his name on the books of the
Corporation. Each holder of Class B Common Stock shall have one vote for each
share of Class B Common Stock registered in his name on the books of the
Corporation. If a quorum is present, the affirmative vote of a majority of the
shares represented shall be the act of the shareholders, except as otherwise
provided by law, the Articles of Incorporation or these Bylaws.

SECTION 7. FIXING OF RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of dividends, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not less than ten nor more than 60 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of dividends, the date on which notice of the meeting is mailed,
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section 7, such determination shall apply to
any adjournment thereof, unless the Board of Directors fixes a new record date,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.

SECTION 8. SHAREHOLDERS' LIST FOR MEETING. After fixing a
record date for a meeting, the Corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice of the
shareholders' meeting, arranged by voting group with the address of, and the
number and class and series, if any, of shares held by, each. The shareholders'
list shall be available for inspection by any shareholder for a period of ten
days prior to the meeting, or such shorter time as exists between the record
date and the meeting, and continuing through the meeting at the Corporation's
principal office or at such other place as may be permitted by the Act. Subject
to any limitations provided by the Act, a shareholder or his agent or attorney
shall be entitled on written demand to inspect the list during regular business
hours and at such shareholder's expense, during the period it is available for
inspection. Refusal or failure to comply with requirements of this Section 8
shall not affect the validity of any action taken at a shareholders' meeting,
unless otherwise provided by the Act.

SECTION 9. NOMINATIONS OF DIRECTORS AND SHAREHOLDER PROPOSALS.

(a) Nominations of Directors. 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 to the Secretary prior to the meeting at which
directors are to be elected will be eligible for election as directors of the
Corporation. For notice of shareholder nominations to be timely, such notice
must be received by the Corporation not less than 90 days prior to the first
anniversary of the previous year's annual meeting. Such notification shall
contain the following information:

(i) the name, age and business and residence
addresses of each proposed nominee;

(ii) the principal business or occupation of each
proposed nominee during the last five years;

(iii) with respect to each proposed nominee, any
affiliation with or material interest in the Corporation or
any transaction involving the Corporation, and any affiliation
with or material interest in any person or entity having an
interest materially adverse to the Corporation;

(iv) the name and residence address of the notifying
shareholder; and

(v) the number and class of shares of capital stock
of the Corporation owned by the notifying shareholder.

(b) Shareholder Proposals. At annual and special 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 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 business to
be conducted at an annual or special meeting to be timely, such notice must be
received by the Corporation, in the case of an annual meeting, not less than 90
days prior to the first anniversary of the previous year's annual meeting or, in
the case of a special meeting, not less than 90 days prior to the date of the
meeting as set forth in the written request to the Corporation provided pursuant
to Section 3 hereof. Such notification shall contain the following information:

(i) a brief description of the business desired to
brought before the annual meeting and the reasons for
conducting such business at the annual meeting;

(ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such
business;

(iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by
such shareholder; and

(iv) any material interest of such shareholder in
such business.

(c) Certain Procedures. The Chairman of the Board, or his
designee, at any meeting of shareholders at which one or more directors are to
be elected may disregard any nomination not made in accordance with this Section
9, and upon the instructions of the Chairman of the Board, or his designee, the
vote tellers shall disregard all votes cast for such nominees. In addition, the
Chairman of the Board, or his designee, at any annual or special meeting of
shareholders may disregard any shareholder proposals not made in accordance with
this Section 9. The Chairman of the Board, or his designee, for good cause shown
and with

proper regard for the orderly conduct of business at the meeting, may waive in
whole or in part the operation of this Section 9.

(d) Section 14 of the Exchange Act. Notwithstanding anything
to the contrary in this Section 9, any shareholder requesting that a proposal be
included in the Corporation's proxy statement must also meet all of the
requirements of Section 14 of the Securities Exchange Act of 1934, as amended,
and Regulation 14A thereunder.

SECTION 10. VOTING TRUST AGREEMENTS.

(a) Any number of shareholders of the Corporation may create a
voting trust for the purpose of conferring on a trustee or trustees the right to
vote or otherwise represent their shares. Any such agreement shall be in
writing, shall not exceed ten years in duration, and shall specify the terms and
conditions of the voting trust.

(b) On the transfer of such shares in trust, voting trust
certificates shall be issued by the trustee or trustees to the transferring
shareholders. Such trustee or trustees shall keep a record of the holders of the
voting trust certificates evidencing a beneficial interest in the voting trust,
giving the names and addresses of all such holders, and the number and class of
shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.

(c) The counterpart of the voting trust agreement and the copy
of such record so deposited with the Corporation shall be subject to the same
right of inspection by shareholders of the Corporation, in person or by
attorney, as are the books and records of the Corporation, and such documents
shall be subject to examination by any holder of record voting trust
certificates either in person or by agent or attorney, at any reasonable time
for any reason.

(d) At any time before the expiration of a voting trust
agreement, as originally fixed, or as extended one or more times under this
Section 10, one or more holders of voting trust certificates may, by agreement
in writing, extend the duration of a voting trust agreement nominating the same
or substitute trustee or trustees, for an additional period not to exceed ten
years. Such extension agreement shall not affect the rights or obligations of
persons not parties to the agreement, and such persons shall be entitled to
remove their shares from the trust upon any such extension and to have their
share certificates promptly reissued to them. The extension agreement shall be
executed in the manner specified in clause (a) above and shall be subject to all
other provisions of this Section 10.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors. In
addition to the powers and authority expressly conferred by these Bylaws, the
Board of Directors may exercise all such powers of the

Corporation and do all such lawful acts and things as are not by law, or by any
legal agreement among shareholders, or by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 2. NUMBER AND TENURE.

(a) Number. The number of directors shall be fixed by
resolution of the Board of Directors from time to time so long as the number of
directors does not exceed 15.

(b) Election and Term of Office Generally. The Board of
Directors shall be divided into three classes to be known as Class I, Class II
and Class III, which shall be as nearly equal in number as possible. Except in
case of death, resignation, disqualification, or removal for cause, each
director shall serve for a term ending on the date of the third annual meeting
of shareholders following the annual meeting at which the director was elected;
provided, however, that each initial director in Class I shall hold office until
the first annual meeting of shareholders after his election; each initial
director in Class II shall hold office until the second annual meeting of
shareholders after his election; and each initial director in Class III shall
hold office until the third annual meeting of shareholders after his election.
Despite the expiration of a director's term, he shall continue to serve until
his successor, if there is to be any, has been elected and has qualified. In the
event of any increase or decrease in the authorized number of directors, the
newly created or eliminated directorships resulting from such an increase or
decrease shall be apportioned among the three classes of directors so that the
three classes remain as nearly equal in size as possible; provided, however,
that there shall be no classification of additional directors elected by the
Board of Directors until the next meeting of shareholders called for the
purposes of electing directors, at which meeting the terms of all such
additional directors shall expire, and such additional directors positions, if
they are to be continued, shall be apportioned among the classes of directors
and nominees therefor shall be submitted to the shareholders for their vote.

SECTION 3. VACANCIES AND REMOVAL.

(a) Vacancies. Any vacancy occurring on the Board of
Directors, including a vacancy resulting from an increase in the number of
directors, may only be filled by the affirmative vote of the remaining
directors, even if the remaining directors constitute less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall hold office only
until the next election of directors by the shareholders.

(b) Removal. At a meeting of the shareholders called expressly
for the purpose of removing a director, a director may be removed, with or
without cause, if the number of votes cast to remove the director exceeds the
number of votes cast not to remove such director. If any removed director is a
member of any committee of the Board of Directors, he shall cease to be a member
of that committee when he ceases to be a director.

SECTION 4. PLACE OF MEETING. The Board of Directors may hold
its meetings at such place or places as it may from time to time determine.

SECTION 5. COMPENSATION. Directors may be allowed such
compensation for attendance at regular or special meetings of the Board of
Directors and at any special meeting of standing committees thereof as may from
time to time be determined by resolution of the Board of Directors.

SECTION 6. REGULAR MEETINGS. A regular annual meeting of the
Board of Directors shall be held without other notice than as provided in these
Bylaws immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution, the time and
place within or without the State of Georgia, for the holding of additional
regular meetings without other notice than such resolution.

SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on 24
hours' notice by first-class mail, overnight courier, telephone, telecopier,
electronic communication or personal delivery to each director and shall be
called by the Chairman of the Board or the President in like manner and on like
notice on the written request of any two or more directors. Any such special
meeting shall be held at such time and place as shall be stated in the notice of
the meeting. The notice need not describe the purpose of the special meeting.

SECTION 8. NOTICE, WAIVER BY ATTENDANCE. No notice of a
meeting of the Board of Directors need be given to any director who signs a
waiver of notice either before or after the meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and a
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting (or promptly upon arrival at
the meeting), any objection to the transaction of business because the meeting
is not lawfully called or convened.

SECTION 9. QUORUM AND VOTING. At all meetings of the Board of
Directors, the presence of a majority of the directors shall constitute a quorum
for the transaction of business. In the absence of a quorum, a majority of the
directors present at any meeting may adjourn from time to time until a quorum is
present. Notice of the time and place of any adjourned meeting need only be
given by announcement at the meeting at which adjournment is taken. Except as
set forth in the Articles of Incorporation, the act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. A director who is present at a meeting when corporate
action is taken is deemed to have assented to the action unless he objects at
the beginning of the meeting (or promptly upon his arrival) to holding such
meeting or transacting specified business at the meeting, or he votes against or
abstains from voting on the action taken.

SECTION 10. MANNER OF ACTING. Notwithstanding any provision in
these Bylaws to the contrary, no contract or other transaction between the
Corporation and any one or more of its directors or between the Corporation and
any other corporation, firm, association or other entity, in which one or more
of its directors are directors or officers or are financially interested, shall
be void or voidable solely: (i) because of such relationship or interest; (ii)
because such director or directors are present at the meeting of the Board of
Directors or committee thereof which authorizes, approves or ratifies such
contracts or transactions; or (iii) because the presence of such director or
directors are counted for the purpose of

determining the presences of a quorum of directors if: (A) the facts of such
relationship or interest are disclosed or known to the Board of Directors or
committee, and the Board of Directors or the committee in good faith authorizes,
approves, or ratifies the contract or transaction by the affirmative vote or
written consent of a majority of disinterested directors or (B) the facts of
such relationship or interest are disclosed or known to the holders of the
shares entitled to vote thereon and the holders of a majority of such shares
authorize, approve or ratify such contract or transaction by vote or written
consent with the shares of the interested director not entitled to vote thereon.
An interested director may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or committee thereof which authorizes,
approves or ratifies such contract or transaction, but shall not be counted in
determining whether the Corporation shall award any contract or engage in any
transaction in which the director is an interest person, which determination may
only be authorized by a majority of disinterested directors or by a solely
disinterested director, even though such directors or director may be less than
a quorum.

SECTION 11. COMMITTEES. In furtherance and not in limitation
of the powers conferred by the Act, the Board of Directors by resolution adopted
by a majority of the full Board of Directors may designate from among its
members one or more other committees each of which, to the extent provided in
such resolution or in the Articles of Incorporation or these Bylaws, shall have
authority to exercise all the powers of the Board of Directors which may be
lawfully delegated and not inconsistent with these Bylaws or the Act, at any
time and when the Board of Directors is not in session. The committee shall
elect a chairman, and a majority of the entire committee shall constitute a
quorum; and the act of a majority of members present at a meeting at which a
quorum is present shall be the act of the committee provided all members of the
committee have had notice of such meeting or waived such notice.

SECTION 12. ACTION WITHOUT A 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 written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Board of Directors or committee. Such consent shall have the
same effect as a unanimous vote.

SECTION 13. CONFERENCE CALL MEETINGS. Members of the Board of
Directors, or any committee designated by such Board, may participate in a
meeting of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 13 shall constitute presence in person at such meeting.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall
consist of a President, a Secretary, and a Treasurer, each of whom shall be
elected or appointed by the Board of Directors. The Board of Directors may also
elect a Chairman of the Board from among its members. The Board of Directors
from time to time may create and establish the duties of other offices and may
elect or appoint, or authorize specific senior officers to appoint, the persons
who shall hold such other offices, including one or more Vice Presidents
(including Executive Vice Presidents, 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 may appoint one or more Assistant Secretaries and one or
more Assistant Treasurers. Any two or more offices may be held by the same
person.

SECTION 2. TERM. Each officer shall serve at the pleasure of
the Board of Directors (or, if appointed by a senior officer pursuant to this
Article Four, at the pleasure of the Board of Directors or any senior officer
authorized to have appointed the officer) until his death, resignation, or
removal, or until his replacement is elected or appointed in accordance with
this Article IV.

SECTION 3. COMPENSATION. The compensation of all officers of
the Corporation shall be fixed by the Board of Directors or by a committee or
officer appointed by the Board of Directors. Officers may serve without
compensation.

SECTION 4. REMOVAL. All officers (regardless of how elected or
appointed) may be removed, with or without cause, by the Board of Directors, and
any officer appointed by another officer may also be removed, with or without
cause, by any senior officer authorized to have appointed the officer to be
removed. Removal will be without prejudice to the contract rights, if any, of
the person removed, but shall be effective notwithstanding any damage claim that
may result from infringement of such contract rights.

SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board
(if there be one) shall preside at and serve as chairman of meetings of the
shareholders and of the Board of Directors. The Chairman of the Board shall
perform other duties and have other authority as may from time to time be
delegated by the Board of Directors.

SECTION 6. PRESIDENT. Unless otherwise provided in these
Bylaws or by resolution of the Board of Directors, the President shall be the
chief executive officer of the Corporation, shall be charged with the general
and active management of the business of the Corporation, shall see that all
orders and resolutions of the Board of Directors are carried into effect, shall
have the authority to select and appoint employees and agents of the
Corporation, and shall, in the absence or disability of the Chairman of the
Board, perform the duties and exercise the powers of the Chairman of the Board.
The President shall perform any other duties and have any other authority as may
be delegated from time to time by the Board of Directors, and shall be subject
to the limitations fixed from time to time by the Board of Directors.

SECTION 7. VICE PRESIDENTS. The Vice President (if there be
one) shall, in the absence or disability of the President, or at the direction
of the President, perform the duties and exercise the powers of the President,
whether the duties and powers are specified in these Bylaws or otherwise. If the
Corporation has more than one Vice President, the one designated by the Board of
Directors or the President (in that order of precedence) shall act in the event
of the absence or disability of the President. Vice Presidents shall perform any
other duties and have any other authority as from time to time may be delegated
by the Board of Directors or the President.

SECTION 8. SECRETARY. The Secretary shall be responsible for
preparing minutes of the meetings of shareholders, directors, and committees of
directors and for authenticating records of the Corporation. The Secretary or
any Assistant Secretary shall have authority to give all notices required by law
or these Bylaws. The Secretary shall be responsible for the custody of the
corporate books, records, contracts, and other documents. The Secretary or any
Assistant Secretary may affix the corporate seal to any lawfully executed
documents requiring it, may attest to the signature of any officer of the
Corporation, and shall sign any instrument that requires the Secretary's
signature. The Secretary or any Assistant Secretary shall perform any other
duties and have any other authority as from time to time may be delegated by the
Board of Directors or the President.

SECTION 9. TREASURER. Unless otherwise provided by the Board
of Directors, the Treasurer shall be responsible for the custody of all funds
and securities belonging to the Corporation and for the receipt, deposit, or
disbursement of these funds and securities under the direction of the Board of
Directors. The Treasurer shall cause full and true accounts of all receipts and
disbursements to be maintained and shall make reports of these receipts and
disbursements to the Board of Directors and President upon request. The
Treasurer or Assistant Treasurer shall perform any other duties and have any
other authority as from time to time may be delegated by the Board of Directors
or the President.

ARTICLE V

CAPITAL STOCK

SECTION 1. FORM. The interest of each shareholder shall be
evidenced by a certificate representing shares of stock of the Corporation,
which shall be in such form as the Board of Directors may from time to time
adopt and shall be numbered and shall be entered in the books of the Corporation
as they are issued. Each certificate shall exhibit the name of the Corporation,
the holder's name, the number of shares and class of shares and series, if any,
represented thereby, a statement that the Corporation is organized under the
laws of the State of Georgia, and the par value of each share or a statement
that the shares are without par value. Each certificate shall be signed by the
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the Corporation or a facsimile thereof. In case any officer who signed,
or whose facsimile signature has been placed upon, such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
its issuance.

SECTION 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 Act) as the person exclusively
entitled to vote the shares, to receive any dividend or other distribution with
respect to the shares, and for all other purposes; and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in the shares
on the part of any other person, whether or not it has express or other notice
of such a claim or interest, except as otherwise provided by the Act.

SECTION 3. TRANSFERS OF SHARES. Transfers of shares shall be
made upon the books of the Corporation kept by the Corporation or by the
transfer agent designated to transfer the shares, only upon direction of the
person named in the certificate or by an attorney lawfully constituted in
writing. Before a new certificate is issued, the old certificate shall be
surrendered for cancellation or, in the case of a certificate alleged to have
been lost, stolen, or destroyed, the provisions of these Bylaws shall have been
complied with.

SECTION 4. DUTY OF CORPORATION TO REGISTER TRANSFER.
Notwithstanding any of the provisions of Section 3 of this Article V, the
Corporation is under a duty to register the transfer of its shares only if: (a)
the share certificate is endorsed by the appropriate person or persons; (b)
reasonable assurance is given that each required endorsement is genuine and
effective; (c) the Corporation has no duty to inquire into adverse claims or has
discharged any such duty; (d) any applicable law relating to the collection of
taxes has been complied with; (e) the transfer is in fact rightful or is to a
bona fide purchaser; and (f) the transfer is in compliance with applicable
provisions of any transfer restrictions of which the Corporation shall have
notice.

SECTION 5. LOST, STOLEN OR DESTROYED CERTIFICATES. Any person
claiming a certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the
Corporation a bond of indemnity in the form and amount and with one or more
sureties satisfactory to the Board of Directors, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been lost, stolen
or destroyed.

SECTION 6. BUSINESS COMBINATION. The Corporation hereby elects
to be governed by the provisions of Section 14-2-1132 of the Act, pertaining to
business combinations with interested shareholders. This Section 6 is adopted by
the Corporation as of October 8, 1997, pursuant to an amendment to the Bylaws in
accordance with Section 14-2-1133 of the Act.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Corporation shall end on the 30th day
of June in each year, or on such other date as may be established by the Board
of Directors of the Corporation.

ARTICLE VII

SEAL

The corporate seal shall be in such form as the Board of
Directors may from time to time determine.

ARTICLE VIII

ANNUAL STATEMENTS

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

ARTICLE IX

INDEMNIFICATION

SECTION 1. INDEMNIFICATION OF DIRECTORS. The Corporation shall
indemnify and hold harmless any person (an "Indemnified Person") who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, whether formal or informal, including any action or suit by or
in the right of the Corporation (for purposes of this Article IX, collectively,
a "Proceeding") because he is or was a director of the Corporation, against any
judgment, settlement, penalty, fine, or reasonable expenses (including, but not
limited to, attorneys' fees and disbursements, court costs, and expert witness
fees) incurred with respect to the Proceeding (for purposes of this Article IX,
a "Liability"), if he acted in a manner he believed in good faith to be in or
not opposed to the best interests of the Corporation, and, in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful; provided, however, that no indemnification shall be made for any
Liability for which, under the Act, indemnification may not be authorized by
action of the Board of Directors, the shareholders, or otherwise, including, but
not limited to, any Liability of a director to the Corporation for: (a) any
appropriation by a director, in violation of the director's duties, of any
business opportunity of the corporation; (b) any acts or omissions of a director
that involve intentional misconduct or a knowing violation of law; (c) the types
of liability set forth in Section 14-2-832 of the Act; or (d) any transaction
from which the director received an improper personal benefit. Indemnification
in connection with a Proceeding brought by or in the right of the Corporation is
limited to reasonable expenses incurred in connection with the Proceeding.

SECTION 2. INDEMNIFICATION OF OTHERS. The Board of Directors shall have
the power to cause the Corporation to provide to officers, employees, and agents
of the Corporation all or any part of the right to indemnification and other
rights of the type provided under Sections 1, 5, and 11 of this Article IX
(subject to the conditions, limitations, and obligations specified in those
sections) upon a resolution to that effect identifying officers, employees, or
agents (by position or name) to be indemnified and specifying the particular
rights provided, which may be different for each of the persons identified. Each
officer, employee, or agent of the Corporation so identified shall be an
"Indemnified Person" for purposes of the provisions of this Article IX.

SECTION 3. OTHER ORGANIZATIONS. The Board of Directors shall have the
power to cause the Corporation to provide to any director, officer, employee, or
agent of the Corporation who is or was serving at the Corporation's request as a
director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise
all or any part of the right to indemnification and other rights of the type
provided under Sections 1, 5, and 11 of this Article IX (subject to the
conditions, limitations, and obligations specified in those sections) upon a
resolution to that effect identifying the persons to be identified and
specifying the particular rights provided, which may be different for each of
the persons identified. Each person so identified shall be an "Indemnified
Person" for purposes of the provisions of this Article IX.

SECTION 4. DETERMINATION. Notwithstanding any judgment, order,
settlement, conviction, or plea in any Proceeding, an Indemnified Person shall
be entitled to indemnification as provided in Section 1 of this Article IX if a
determination that such Indemnified Person is entitled to such indemnification
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who are not at the time parties to the Proceeding; (b)
if a quorum cannot be obtained under (a) above, by majority vote of a committee
duly designated by the Board of Directors (in which designation directors who
are parties may participate), consisting solely of two or more directors who are
not at the time parties to the Proceeding; (c) in a written opinion by special
legal counsel selected as required by the Act; or (d) by the shareholders;
provided, however, that shares owned by or voted under the control of directors
who are at the time parties to the Proceeding may not be voted on the
determination.

SECTION 5. ADVANCES. To the extent the Corporation has funds reasonably
available to be used for this purpose, expenses (including, but not limited to,
attorneys' fees and disbursements, court costs, and expert witness fees)
incurred by the Indemnified Person in defending any Proceeding of the kind
described in Section 1 (or in Sections 2 or 3, if the Board of Directors has
specified that advancement of expenses be made available to such Indemnified
Person) shall be paid by the Corporation in advance of the final disposition of
such Proceeding as set forth herein. The Corporation shall promptly pay the
amount of such expenses to the Indemnified Person, but in no event later than 10
days following the Indemnified Person's delivery to the Corporation of a written
request for an advance pursuant to this Section 9.5, together with a reasonable
accounting of such expenses; provided, however, that the Indemnified Person
shall furnish the Corporation a written affirmation of his good faith belief
that he has met the standard of conduct set forth in the Act and a written
undertaking and agreement to repay to the Corporation any advances made pursuant
to this Section 5 if it shall be determined that the Indemnified Person is not
entitled to be indemnified by the Corporation for such amounts.

The Corporation may make the advances contemplated by this Section 5 regardless
of the Indemnified Person's financial ability to make repayment. Any advances
and undertakings to repay pursuant to this Section 5 may be unsecured and
interest-free.

SECTION 6. NON-EXCLUSIVITY. Subject to any applicable limitation
imposed by the Act or the Articles of Incorporation, the indemnification and
advancement of expenses provided by or granted pursuant to this Article IX shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any provision
of the Articles of Incorporation, or any Bylaw, resolution, or agreement
specifically or in general terms approved or ratified by the affirmative vote of
holders of a majority of the shares entitled to be voted thereon.

SECTION 7. INSURANCE. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who, while serving in such a
capacity, is also or was also serving at the request of the Corporation as a
director, officer, trustee, partner, employee, or agent of any corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against any Liability that may be asserted against him or incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article IX.

SECTION 8. NOTICE. If the Corporation indemnifies or advances expenses
to a director under any of Sections 14-2-851 through 14-2-854 of the Act (or any
equivalent provision of these Bylaws) in connection with a Proceeding by or in
the right of the Corporation, the Corporation shall, to the extent required by
Section 14-2-1621 or any other applicable provision of the Act, report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.

SECTION 9. SECURITY. The Corporation may designate certain of its
assets as collateral, provide self-insurance, establish one or more
indemnification trusts, or otherwise secure or facilitate its ability to meet
its obligations under this Article IX, or under any indemnification agreement or
plan of indemnification adopted and entered into in accordance with the
provisions of this Article IX, as the Board of Directors deems appropriate.

SECTION 10. AMENDMENT. Any amendment to this Article IX that limits or
otherwise adversely affects the right of indemnification, advancement of
expenses, or other rights of any Indemnified Person hereunder shall, as to such
Indemnified Person, apply only to Proceedings based on actions, events, or
omissions occurring after such amendment and after delivery of notice of such
amendment to the Indemnified Person so affected (collectively, "Post Amendment
Events"). Any Indemnified Person shall, as to any Proceeding based on actions,
events, or omissions occurring prior to the date of receipt of such notice, be
entitled to the right of indemnification, advancement of expenses, and other
rights under this Article IX to the same extent as if such provisions had
continued as part of the Bylaws of the Corporation without such amendment. This
Section 10 cannot be altered, amended, or repealed in a manner effective as to
any Indemnified Person (except as to Post Amendment Events) without the prior
written consent of such Indemnified Person.

SECTION 11. AGREEMENTS. The provisions of this Article IX shall be
deemed to constitute an agreement between the Corporation and each Indemnified
Person hereunder. In addition to the rights provided in this Article IX, the
Corporation shall have the power, upon authorization by the Board of Directors,
to enter into an agreement or agreements providing to any Indemnified Person
indemnification rights substantially similar to those provided in this Article
IX.

SECTION 12. CONTINUING BENEFITS. The rights of indemnification and
advancement of expenses permitted or authorized by this Article IX shall, unless
otherwise provided when such rights are granted or conferred, continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.

SECTION 13. SUCCESSORS. For purposes of this Article IX, the term
"Corporation" shall include any corporation, joint venture, trust, partnership,
or unincorporated business association that is the successor to all or
substantially all of the business or assets of this Corporation, as a result of
merger, consolidation, sale, liquidation, or otherwise, and any such successor
shall be liable to the persons indemnified under this Article IX on the same
terms and conditions and to the same extent as this Corporation.

SECTION 14. SEVERABILITY. Each of the Sections of this Article IX, and
each of the clauses set forth herein, shall be deemed separate and independent,
and should any part of any such Section or clause be declared invalid or
unenforceable by any court of competent jurisdiction, such invalidity or
unenforceability shall in no way render invalid or unenforceable any other part
thereof or any separate Section or clause of this Article IX that is not
declared invalid or unenforceable.

SECTION 15. ADDITIONAL INDEMNIFICATION. In addition to the specific
indemnification rights set forth herein, the Corporation shall indemnify each of
its directors and such of its officers as have been designated by the Board of
Directors to the full extent permitted by action of the Board of Directors
without shareholder approval under the Act or other laws of the State of Georgia
as in effect from time to time.

SECTION 16. CHANGES IN THE ACT. The Board of Directors of the
Corporation may amend any Section of this Article IX without shareholder
approval such that each Section of this Article IX will be in conformity with
the Act at all times.

ARTICLE X

NOTICES AND WAIVER OF NOTICE

SECTION 1. NOTICES. Except as otherwise provided in these
Bylaws, whenever under the provisions of these Bylaws notice is required to be
given to any shareholder, director or officer, such notice shall be given either
by personal notice, telephone, telecopier, or electronic communication, or by
overnight courier or mail by depositing the same in the post office or letter
box in a postpaid sealed envelope, addressed to such shareholder, officer or

director at such address as appears on the books of the Corporation, and such
notice shall be deemed to be given at the time when the same shall be thus sent
or mailed.

SECTION 2. WAIVER OF NOTICE. Whenever any notice whatsoever is
required to be given by the Act, by the Articles of Incorporation or by these
Bylaws, a waiver thereof, in writing, signed by the person or persons entitled
to such notice given before or after the time stated therein, which shall
include a waiver given by telephone, telecopier, or electronic communication,
shall be deemed equivalent thereto. No notice of any meeting need be given to
any person who shall attend such meeting.

ARTICLE XI

MISCELLANEOUS

SECTION 1. EXECUTION OF DOCUMENTS. The Board shall designate
the officers, employees, and agents of the Corporation who shall have power to
execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, and
documents for and in the name of the Corporation, and may authorize such
officers, employees, and agents to delegate such power (including authority to
redelegate) by written instrument to other officers, employees, or agents of the
Corporation. Unless so designated or expressly authorized by these Bylaws, no
officer or agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or any amount.

SECTION 2. DEPOSITS. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board or the Treasurer, or any other officer of
the Corporation to whom power in this respect shall have been given by the
Board, shall select.

SECTION 3. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF
OTHER CORPORATIONS. The Board shall designate the officers of the Corporation
who shall have authority to appoint from time to time agents of the Corporation
to exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation, and to vote or consent in respect of such stock or
securities. Such designated officers may instruct the agents so appointed as to
the manner of exercising such powers and rights, and such designated officers
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal or otherwise such written proxies, powers of
attorney, or other instruments as they may deem necessary or proper in order
that the Corporation may exercise such powers and rights.

ARTICLE XII

AMENDMENTS

Except as otherwise provided under the Act, the Board of Directors
shall have the power to alter, amend, or repeal these Bylaws or adopt new
Bylaws. Any Bylaws adopted by the Board of Directors may be altered, amended, or
repealed, and new Bylaws adopted, by the shareholders. The shareholders may
prescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted
shall not be altered, amended, or repealed by the Board of Directors.