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                                                                    EXHIBIT 3.2

                                    FORM OF

                          AMENDED AND RESTATED BYLAWS

                                       OF

                          THE PLASTIC SURGERY COMPANY



         References in these Bylaws to "Articles of Incorporation" are to the
Amended and Restated Articles of Incorporation of THE PLASTIC SURGERY COMPANY,
a Georgia corporation (the "Corporation"), as amended and restated from time to
time (the "Articles").

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



                                  Article One


                                     Office

         1.1      Registered Office and Agent. The Corporation shall maintain a
registered office and shall have a registered agent whose business office is
the same as the registered office.


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


         1.3      Other Offices. In addition to its registered office and
principal office, the Corporation may have offices at other locations either in
or outside the State of Georgia, as the Board of Directors may determine from
time to time and the business of the Corporation may make desirable.

                                  Article Two


                             Shareholders' Meetings

         2.1      Place of Meetings. Meetings of the Corporation's shareholders
may be held at any location inside or outside the State of Georgia designated
by the Board of Directors or any

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other person or persons who properly call the meeting, or if the Board of
Directors or such other person or persons do not specify a location, at the
Corporation's principal office.


         2.2      Annual Meetings. The Corporation shall hold an annual meeting
of shareholders, at a time determined by the Board of Directors, to elect
directors and to transact any business that properly may come before the
meeting. The annual meeting may be combined with any other meeting of
shareholders, whether annual or special.


         2.3      Special Meetings. Special meetings of shareholders of one or
more classes or series of the Corporation's shares may be called at any time by
the Board of Directors, the Chairman of the Board, or the President, and shall
be called by the corporation upon the written request (in compliance with
applicable requirements of the Code) of the holders of shares representing
twenty-five percent (25%) or more of the votes entitled to be cast on each
issue proposed to be considered at the special meeting. The business that may
be transacted at any special meeting of shareholders shall be limited to that
proposed in the notice of the special meeting given in accordance with Section
2.4 (including related or incidental matters that may be necessary or
appropriate to effectuate the proposed business).


         2.4      Notice of Meetings. In accordance with Section 9.5 and subject
to waiver by a shareholder pursuant to Section 2.5, the Corporation shall give
written notice of the date, time, and place of each annual and special
shareholders' meeting no fewer than 10 days nor more than 60 days before the
meeting date to each shareholder of record entitled to vote at the meeting. The
notice of an annual meeting need not state the purpose of the meeting unless
these Bylaws require otherwise. The notice of a special meeting shall state the
purpose for which the meeting is called. If an annual or special shareholders'
meeting is adjourned to a different date, time, or location, the Corporation
shall give shareholders notice of the new date, time, or location of the
adjourned meeting, unless a quorum of shareholders was present at the meeting
and information regarding the adjournment was announced before the meeting was
adjourned; provided, however, that if a new record date is or must be fixed in
accordance with Section 7.6, the Corporation must give notice of the adjourned
meeting to all shareholders of record as of the new record date who are
entitled to vote at the adjourned meeting.


         2.5      Waiver of Notice. A shareholder may waive any notice required
by the Code, the Articles, or these Bylaws, before or after the date and time
of the matter to which the notice relates, by delivering to the Corporation a
written waiver of notice signed by the shareholder entitled to the notice. In
addition, a shareholder's attendance at a meeting shall constitute: (a) a
waiver of objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting, and (b) a waiver of objection
to consideration of a particular matter at the meeting that is not within the
purpose stated in the meeting notice, unless the shareholder objects to
considering the matter when it is presented. Except as otherwise required by
the Code, neither the purpose of nor the business transacted at the meeting
need be specified in any waiver.

         2.6      Voting Group: Quorum; Vote Required to Act.


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                  (a) Unless otherwise required by the Code or the Articles,
all classes or series of the Corporation's shares entitled to vote generally on
a matter shall for that purpose be considered a single voting group (a "Voting
Group"). If either the Articles or the Code requires separate voting by two or
more Voting Groups on a matter, action on that matter is taken only when voted
upon by each such Voting Group separately. At all meetings of shareholders, any
Voting Group entitled to vote on a matter may take action on the matter only if
a quorum of that Voting Group exists at the meeting, and if a quorum exists,
the Voting Group may take action on the matter notwithstanding the absence of a
quorum of any other Voting Group that may be entitled to vote separately on the
matter. Unless the Articles, these Bylaws, or the Code provides otherwise, the
presence (in person or by proxy) of shares representing a majority of votes
entitled to be cast on a matter by a Voting Group shall constitute a quorum of
that Voting Group with regard to that matter. Once a share is present at any
meeting other than solely to object to holding the meeting or transacting
business at the meeting, the share shall be deemed present for quorum purposes
for the remainder of the meeting and for any adjournments of that meeting,
unless a new record date for the adjourned meeting is or must be set pursuant
to Section 7.6 of these Bylaws.

                  (b) If a quorum exists, action on a matter by a Voting Group
is approved by that Voting Group if the votes cast within the Voting Group
favoring the action exceed the votes cast opposing the action, unless the
Articles, a provision of these Bylaws that has been adopted pursuant to Section
14-2-1021 of the Code (or any successor provision), or the Code requires a
greater number of affirmative votes.

         2.7      Voting of Shares. Unless otherwise required by the Code or the
Articles, each outstanding share of any class or series having voting rights
shall be entitled to one vote on each matter that is submitted to a vote of
shareholders.

         2.8      Proxies. A shareholder entitled to vote on a matter may vote
in person or by proxy pursuant to an appointment executed in writing by the
shareholder or by his attorney-in-fact. An appointment of a proxy shall be
valid for 11 months from the date of its execution, unless a longer or shorter
period is expressly stated in the proxy.

         2.9      Presiding Officer. Except as otherwise provided in this
Section 2.9, the Chairman of the Board, and in his absence or disability the
President, shall preside at every shareholders' meeting (and any adjournment
thereof) as its chairman, if either of them is present and willing to serve. If
neither the Chairman of the Board nor the President is present and willing to
serve as chairman of the meeting, and if the Chairman of the Board has not
designated another person who is present and willing to serve, then a majority
of the Corporation's directors present at the meeting shall be entitled to
designate a person to serve as chairman. If no director of the Corporation is
present at the meeting or if a majority of the directors who are present cannot
be established, then a chairman of the meeting shall be selected by a majority
vote of (a) the shares present at the meeting that would be entitled to vote in
an election of directors, or (b) if no such shares are present at the meeting,
then the shares present at the meeting comprising the Voting Group with the
largest number of shares present at the meeting and entitled to vote on a
matter properly proposed to be considered at the meeting. The chairman of the
meeting may designate other persons to assist with the meeting.

         2.10     Adjournments. At any meeting of shareholders (including an
adjourned meeting),


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a majority of shares of any Voting Group present and entitled to vote at the
meeting (whether or not those shares constitute a quorum) may adjourn the
meeting, but only with respect to that Voting Group, to reconvene at a specific
time and place. If more than one Voting Group is present and entitled to vote
on a matter at the meeting, then the meeting may be continued with respect to
any such Voting Group that does not vote to adjourn as provided above, and such
Voting Group may proceed to vote on any matter to which it is otherwise
entitled; provided, however, that if (a) more than one Voting Group is required
to take action on a matter at the meeting and (b) any one of those Voting
Groups votes to adjourn the meeting (in accordance with the preceding
sentence), then the action shall not be deemed to have been taken until the
requisite vote of any adjourned Voting Group is obtained at its reconvened
meeting. The only business that may be transacted at any reconvened meeting is
business that could have been transacted at the meeting that was adjourned,
unless further notice of the adjourned meeting has been given in compliance
with the requirements for a special meeting that specifies the additional
purpose or purposes for which the meeting is called. Nothing contained in this
Section 2.10 shall be deemed or otherwise construed to limit any lawful
authority of the chairman of a meeting to adjourn the meeting.

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

         2.12     Nominations of Directors and Shareholder Proposals.

                  (a) Nominations by the Board of Directors. The Board of
Directors or a committee thereof shall have exclusive jurisdiction over the
selection of the management nominees for election from time to time as
directors.

                  (b) Nominations by Shareholders. 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 120 nor
more than 150 days prior to the first anniversary of the previous year's annual
meeting. Such notification shall contain the following information:

                           (i)      the name and record address of the
                  shareholder who intends to make the nomination;

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

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

                           (iv)     such other information relating to the
                  nominee proposed by such shareholder as is required to be
                  included in a proxy statement or otherwise required pursuant
                  to Regulation 14A under the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), including the written
                  consent of each nominee


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                  to be named in the proxy statement and to serve as a director
                  of the Company if so elected;

                           (v)      the name and record address of the notifying
                  shareholder if different from (i) above; and

                           (vi)     the class, series and number of shares held
                  of record, beneficially and by proxy, by the shareholder and
                  the nominee as of the record date of such meeting (if such
                  record date is publicly available) and as of the date of such
                  notice.

                  (c) 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 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 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 120 nor more than 150 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 2 hereof. Such
notification shall contain the following information:

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

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

                           (iii)    the class, series and number of shares of
                  the Corporation's capital stock which are held of record,
                  beneficially and by proxy, by the shareholder as of the
                  record date of such meeting (if such record date is publicly
                  available) and as of the date of such notice;

                           (iv)     a description of all arrangements or
                  understandings between the shareholder and any other persons
                  (naming such person or persons) in connection with the
                  proposing of such business by the shareholder; and

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

                  (d) 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 2.12, and upon the instructions of the Chairman of the Board, or his
designee, the voting inspectors 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 2.12. 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 2.12.


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                  (e) Section 14 of the Exchange Act. Notwithstanding anything
to the contrary in this Section 2.12, 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 Exchange Act and Regulation 14A
promulgated thereunder.

                                 Article Three


                               Board of Directors

         3.1      General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall
be managed by, the Board of Directors, subject to any limitation set forth in
the Code, Articles, in bylaws approved by the shareholders, or any legal
agreement among shareholders.

         3.2      Number, Election and Term of Office. The Board of Directors of
the Corporation shall consist of up to nine (9) directors, the exact number to
be determined by resolution of the Board of Directors from time to time.

         3.3      Classification of Board of Directors; Election. The directors
shall be divided into three classes, as nearly equal in number as possible,
with respect to the times for which they shall severally hold office. Directors
of the first class first chosen shall hold office until the first annual
meeting of shareholders following their election; directors of the second class
first chosen shall hold office until the second annual meeting of shareholders
following their election; and directors of the third class first chosen shall
hold office until the third annual meeting of shareholders following their
election. At each annual meeting of the shareholders after such first annual
meeting of the shareholders, the successors to the class of directors whose
terms shall expire at the time shall be elected to hold office until the third
succeeding annual meeting after their election, so that the term of office of
one class of directors shall expire in each year. Each director elected shall
hold office until his or her successor shall be elected and shall qualify.

         3.4      Removal of Directors. At any shareholders' meeting for which
notice of such purpose has been given, the entire Board of Directors or any
individual director may be removed, with or without cause, by the affirmative
vote of a majority of the shares of the Corporation then outstanding and
entitled to vote at an election of directors, except that any director who has
been elected by the holders of the shares of any class or series may be
removed, with or without cause, by the affirmative vote of a majority of the
outstanding shares of that class or series and not by vote of the outstanding
shares as a whole.

         3.5      Change in Number of Directors. Any increase or decrease in the
number of directors shall be so apportioned among the classes as to make all
classes authorized by the requisite vote of shareholders as nearly equal in
number as possible. When any directorships created pursuant to an increase in
the number of directorships are filled by the Board of Directors, the directors
so chosen shall hold office for a term expiring at the next annual meeting of
shareholders at which a successor shall be elected and qualify.

         3.6      Vacancies in Board of Directors. Any vacancy in the Board of
Directors occurring as a result of the removal of a director as provided in
Section 14-2-808 of the Georgia


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Business Corporation Code shall be filled by the shareholders, or if authorized
by the shareholders, by the remaining director(s), but only for a term of the
office continuing until the next election of directors by shareholders and
until the election and qualification of the successor. Any vacancies in the
Board of Directors resulting from death, resignation or retirement of a
director, or any other cause other than removal by the shareholders or increase
in the number of directors shall be filled by a majority vote of the remaining
directors, though less than a quorum, for a term corresponding to the unexpired
term of his or her predecessor in office.

         3.7      Compensation. Directors may receive such compensation for
their services as directors as may be fixed by the Compensation Committee
(hereinafter provided for) of the Board of Directors from time to time.
Directors shall be entitled to be reimbursed for all reasonable out-of-pocket
expenses incurred in connection with their services as directors. A director
may also serve the Corporation in one or more capacities other than that of
director and receive compensation for services rendered in those other
capacities as may be approved by the Compensation Committee from time to time.

         3.8      Committees of the Board of Directors.

                  (a) The Board of Directors may designate by resolution, from
among its members, one or more standing or ad hoc committees, each consisting
of one or more directors, who serve at the pleasure of the Board of Directors.
Subject to the limitations imposed by the Code, each committee shall have the
authority set forth in the resolution establishing the committee or in any
other resolution of the Board of Directors specifying, enlarging, or limiting
the authority of the committee.

                  (b) There shall be a Compensation Committee consisting of
three directors appointed by the Board of Directors. A quorum for meetings of
the Compensation Committee shall be two. The Compensation Committee shall have
the authority to do the things provided for it to do in any resolution of the
Board of Directors and in these Bylaws.

                  (c) There shall be an Audit Committee consisting of three
directors. In addition to the foregoing committee members, the President of the
Corporation shall be an ex-officio, non-voting member of the Audit Committee.
The Audit Committee shall have the authority to select the Corporation's
auditors, to review the audit and to have all other authority customary for an
audit committee.

         3.9      Qualification of Directors. No person elected to serve as a
director of the Corporation shall assume office and begin serving unless and
until duly qualified to serve, as determined by reference to the Code, the
Articles, and any further eligibility requirements established in these Bylaws.

         3.10     Dealings with Insiders. The Board of Directors shall make the
determination whether to allow or permit any director, officer, personnel,
consultant or shareholder or persons actually or constructively related to any
of the foregoing (within the meaning of section 267(c) of the Internal Revenue
Code) to have either directly or indirectly an interest in any corporation,
partnership, proprietorship, association or other person or entity which
furnishes or sells services or products to the Company or in any corporation,
partnership, proprietorship, association or other person or entity to which
services or products are furnished or sold by the Company. For


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the purposes of this Section, there shall be disregarded any interest which
arises solely from the ownership of less than a five percent (5%) equity
interest in any corporation whose stock is regularly traded on any national
securities exchange or in the over-the-counter market and in which such person
has no management role.


                                 Article Four


                       Meetings of the Board of Directors

         4.1      Regular Meetings. A regular meeting of the Board of Directors
shall be held in conjunction with each annual meeting of shareholders. In
addition, the Board of Directors may, by prior resolution, hold regular
meetings at other times. In addition, until a majority of all members of the
Board shall determine otherwise, there shall be a regular meeting of the Board
of Directors each quarter on a date and at a time determined by the Board of
Directors.

         4.2      Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President,
or any directors in office at that time.

         4.3      Place of Meetings. Directors may hold their meetings at any
place in or outside the State of Georgia that the Board of Directors may
establish from time to time.

         4.4      Notice of Meetings. Directors need not be provided with notice
of any regular meeting of the Board of Directors. Unless waived in accordance
with Section 4.10, the Corporation shall give at least two days' notice to each
director of the date, time, and place of each special meeting. Notice of a
meeting shall be deemed to have been given to any director in attendance at any
prior meeting at which the date, time, and place of the subsequent meeting was
announced.

         4.5      Quorum. At meetings of the Board of Directors, a majority of
the directors in office shall constitute a quorum for the transaction of
business.

         4.6      Vote Required for Action. If a quorum is present when a vote
is taken, the vote of a majority of the directors present at the time of the
vote will be the act of the Board of Directors, unless the vote of a greater
number is required by the Code, the Articles, or these Bylaws. A director who
is present at a meeting of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless (a) he or she
objects at the beginning of the meeting (or promptly upon his or her arrival)
to holding the meeting or transacting business at such meeting; (b) his or her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (c) he or she delivers written notice of his or her dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the Corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

         4.7      Participation by Conference Telephone. Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment through which all persons
participating may hear and speak to each


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other. Participation in a meeting pursuant to this Section 4.7 shall constitute
presence in person at the meeting.

         4.8      Action by Directors Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent, describing the action taken, is signed
by each director and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records. The consent may be executed in
counterpart, and shall have the same force and effect as a unanimous vote of
the Board of Directors at a duly convened meeting.

         4.9      Adjournments. A meeting of the Board of Directors, whether or
not a quorum is present, may be adjourned by a majority of the directors
present to reconvene at a specific time and place. It shall not be necessary to
give notice to the directors of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting that was adjourned,
unless a quorum was not present at the meeting that was adjourned, in which
case notice shall be given to directors in the same manner as for a special
meeting. At any such reconvened meeting at which a quorum is present, any
business may be transacted that could have been transacted at the meeting that
was adjourned.

         4.10     Waiver of Notice. A director may waive any notice required by
the Code, the Articles, or these Bylaws before or after the date and time of
the matter to which the notice relates, by a written waiver signed by the
director and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Attendance by a director at a meeting shall
constitute waiver of notice of the meeting, except where a director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

                                 Article Five


                                    Officers

         5.1      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, without limitation, 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.

         5.2      Term. Each officer shall serve at the pleasure of the Board of
Directors until his or her death, resignation, or removal, or until his or her
replacement is elected or appointed in accordance with this Article Five.

         5.3      Compensation. The compensation of the President of the
Corporation and the


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Executive Vice Presidents of the Corporation shall be approved by the
Compensation Committee. Officers may serve without compensation.

         5.4      Removal. All officers (regardless of how elected or appointed)
may be removed, with or without cause, by the Board of Directors, and any
officer appointed by another officer may also be removed, with or without
cause, by any senior officer authorized to have appointed 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.

         5.5      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 (unless another person is selected under Section 2.9
to act as chairman). 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.

         5.6      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.

         5.7      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.

         5.8      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.

         5.9      Treasurer. Unless otherwise provided by the Board of
Directors, the Treasurer shall be the chief financial officer of the
Corporation and shall be responsible for the custody of all funds and
securities belonging to the Corporation and for the receipt, deposit, or
disbursement


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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 any 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 Six


                          Distributions and Dividends

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

                                 Article Seven


                                     Shares

         7.1      Share Certificates. The interest of each shareholder in the
Corporation shall be evidenced by a certificate or certificates representing
shares of the Corporation, which shall be in such form as the Board of
Directors from time to time may adopt in accordance with the Code. Share
certificates shall be in registered form and shall indicate the date of issue,
the name of the Corporation, that the Corporation is organized under the laws
of the State of Georgia, the name of the shareholder, and the number and class
of shares and designation of the series, if any, represented by the
certificate. Each certificate shall be signed by the President or a Vice
President (or in lieu thereof, by the Chairman of the Board or Chief Executive
Officer, if there be one) and may be signed by the Secretary or an Assistant
Secretary; provided, however, that where the certificate is signed (either
manually or by facsimile) by a transfer agent, or registered by a registrar,
the signatures of those officers may be facsimiles.

         7.2      Rights of Corporation With Respect to Registered Owners. Prior
to due presentation for transfer of registration of its shares, the Corporation
may treat the registered owner of the shares (or the beneficial owner of the
shares to the extent of any rights granted by a nominee certificate on file
with the Corporation pursuant to any procedure that may be established by the
Corporation in accordance with the Code) as the person exclusively entitled to
vote 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 law.

         7.3      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


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provisions of Section 7.5 of these Bylaws shall have been complied with.

         7.4      Duty of Corporation to Register Transfer. Notwithstanding any
of the provisions of Section 7.3 of these Bylaws, 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.

         7.5      Lost, Stolen, or Destroyed Certificates. Any person claiming a
share certificate to be lost, stolen, or destroyed shall make an affidavit or
affirmation of this claim in such a manner as the Corporation may require and
shall, if the Corporation requires, give the Corporation a bond of indemnity in
form and amount, and with one or more sureties satisfactory to the Corporation,
as the Corporation may require, whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

         7.6      Fixing of Record Date. For the purpose of determining
shareholders (a) entitled to notice of or to vote at any meeting of
shareholders or, if necessary, any adjournment thereof, (b) entitled to receive
payment of any distribution or dividend, or (c) for any other proper purpose,
the Board of Directors may fix in advance a date as the record date. The record
date may not be more than 70 days (and, in the case of a notice to shareholders
of a shareholders' meeting, not less than 10 days) prior to the date on which
the particular action, requiring the determination of shareholders, is to be
taken. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the
meeting, unless the Board of Directors shall fix a new record date for the
reconvened meeting, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

         7.7      Record Date if None Fixed. If no record date is fixed as
provided in Section 7.6. then the record date for any determination of
shareholders that may be proper or required by law shall be, as appropriate,
the date on which notice of a shareholders' meeting is mailed, the date on
which the Board of Directors adopts a resolution declaring a dividend or
authorizing a distribution, or the date on which any other action is taken that
requires a determination of shareholders.

         7.8      Conflicting Requirements. To the extent any portion of this
Article Seven is in conflict with any provision of the Articles or the Code,
the Articles or the Code shall control. To the extent any portion of this
Article Seven is not in conflict but deals with the same matter as a provision
of the Articles, such portion shall be deemed supplementary to such provision.


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                                 Article Eight


                                Indemnification

         8.1      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 Eight,
collectively, a "Proceeding") because he or she is or was a director, officer,
employee or agent of the Corporation or because he or she 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, 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 Eight, a "Liability"), if he or
she acted in a manner he or she 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 or her conduct was unlawful;
provided, however, that no indemnification shall be made for any Liability for
which, under the Code, indemnification may not be authorized by action of the
Board of Directors, the shareholders, or otherwise, including, but not limited
to, any Liability of a director to the Corporation for: (a) any appropriation
by a director, in violation of the director's duties, of any business
opportunity of the Corporation; (b) any acts or omissions of a director that
involve intentional misconduct or a knowing violation of law; (c) the types of
liability set forth in Code Section 14-2-832; or (d) any transaction from which
the director received an improper personal benefit. Indemnification in
connection with a Proceeding brought by or in the right of the Corporation is
limited to reasonable expenses incurred in connection with the Proceeding.

         8.2      Determination. Notwithstanding any judgment, order,
settlement, conviction, or plea in any Proceeding, an Indemnified Person shall
be entitled to indemnification as provided in section 8.1 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 Code; or (d) by the shareholders;
provided, however, that shares owned by or voted under the control of directors
who are at the time parties to the Proceeding may not be voted on the
determination.

         8.3      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 8.1 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


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following the Indemnified Person's delivery to the Corporation of a written
request for an advance pursuant to this Section 8.3, together with a reasonable
accounting of such expenses; provided, however, that the Indemnified Person
shall furnish the Corporation a written affirmation of his good faith belief
that he has met the standard of conduct set forth in the Code and a written
undertaking and agreement to repay to the Corporation any advances made
pursuant to this Section 8.3 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 8.3
regardless of the Indemnified Person's financial ability to make repayment. Any
advances and undertakings to repay pursuant to this Section 8.3 may be
unsecured and interest-free.

         8.4      Non-Exclusivity. Subject to any applicable limitation imposed
by the Code or the Articles, the indemnification and advancement of expenses
provided by or granted pursuant to this Article Eight 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, 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.

         8.5      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 her or incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article Eight.

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

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

         8.8      Amendment. Any amendment to this Article Eight 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 Eight to the same


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extent as if such provisions had continued as part of the Bylaws of the
Corporation without such amendment. This Section 8.8 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.

         8.9      Agreements. The provisions of this Article Eight shall be
deemed to constitute an agreement between the Corporation and each Indemnified
Person hereunder. In addition to the rights provided in this Article Eight, 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
Eight.

         8.10     Continuing Benefits. The rights of indemnification and
advancement of expenses permitted or authorized by this Article Eight 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.

         8.11     Successors. For purposes of this Article Eight, 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 Eight on the same
terms and conditions and to the same extent as this Corporation.

         8.12     Severability. Each of the Sections of this Article Eight, 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 Eight that is not
declared invalid or unenforceable.

         8.13     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 Code or other laws of the State of
Georgia as in effect from time to time.


                                 Article Nine


                                 Miscellaneous

         9.1      Inspection of Books and Records. The Board of Directors shall
have the power to determine which accounts, books, and records of the
Corporation shall be available for shareholders to inspect or copy, except for
those books and records required by the Code to be made available upon
compliance by a shareholder with applicable requirements, and shall have the
power to fix reasonable rules and regulations (including confidentiality
restrictions and


                                      15
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procedures) not in conflict with applicable law for the inspection and copying
of accounts, books, and records that by law or by determination of the Board of
Directors are made available. Unless required by the Code or otherwise provided
by the Board of Directors, a shareholder of the Corporation holding less than
two percent of the total shares of the Corporation then outstanding shall have
no right to inspect the books and records of the Corporation.

         9.2      Fiscal Year. The fiscal year of the Corporation shall be the
year ending December 31.

         9.3      Corporate Seal. The corporate seal will be in such form as the
Board of Directors may from time to time determine. The Board of Directors may
authorize the use of one or more facsimile forms of the corporate seal. The
corporate seal need not be used unless its use is required by law, by these
Bylaws, or by the Articles.

         9.4      Annual Statements. Not later than one hundred twenty (120)
days 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 or as required by the Exchange Act, 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 Code
or the Exchange Act may require.

         9.5      Notice.

                  (a) Whenever these Bylaws require notice to be given to any
shareholder or to any director, the notice may be given by mail, in person, by
courier delivery, by telephone, or by telecopier, telegraph, or similar
electronic means. Whenever notice is given to a shareholder or director by
mail, the notice shall be sent by depositing the notice in a post office or
letter box in a postage-prepaid, sealed envelope addressed to the shareholder
or director at his or her address as it appears on the books of the
Corporation. Any such written notice given by mail shall be effective: (i) if
given to shareholders, at the time the same is deposited in the United States
mail; and (ii) in all other cases, at the earliest of (x) when received or when
delivered, properly addressed, to the addressees last known principal place of
business or residence, (y) five days after its deposit in the mail, as
evidenced by the postmark, if mailed with first-class postage prepaid and
correctly addressed, or (z) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee. Whenever notice is given to a
shareholder or director by any means other than mail, the notice shall be
deemed given when received.

                  (b) In calculating time periods for notice, when a period of
time measured in days, weeks, months, years, or other measurement of time is
prescribed for the exercise of any privilege or the discharge of any duty, the
first day shall not be counted but the last day shall be counted.

         9.6      Fair Price Requirements; Business Combinations. All of the
requirements of Part 2 of Article 11 and all of the requirements of Article 11A
of the Code, as the same may be amended from time to time, and any successor
provision of the Code, shall be applicable to the


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Corporation.


                                  Article Ten


                                   Amendments

         Except as otherwise provided under the Code, 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.



                                                      Dated as of July __, 1999


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