Exhibit 3.24

                                   BY LAWS OF
                                TOTAL TRIM, INC.

                                     OFFICES

                  (1) PRINCIPAL OFFICE. The principal office of the Corporation
shall be located in Florence, Lauderdale County, Alabama. The board of directors
may, by resolution, change the location of this office from time to time.

                  (2) OTHER OFFICES. The corporation may have other offices,
either within or outside of the State of Alabama, at such place or places as the
board of directors may from time to time appoint or the business of the
Corporation may require.

                                   ARTICLE II

                                      SEAL

                  The corporate seal shall be in circular form and shall have
inscribed thereon the name of the Corporation, the words "Corporate Seal," and
such other word or words, if any, as may be determined by the board of directors
to be inscribed thereon.

                                   ARTICLE III

                            MEETINGS OF STOCKHOLDERS

                  (1) PLACE OF MEETING. All meetings of the shareholders shall
be held at the offices of the Corporation in Alabama, or at such other place or
places as may be designated by the board of directors.

                  (2) ANNUAL MEETINGS. The annual meeting of the shareholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held on the last week in December each
year, commencing with the year 1992, if not a legal holiday under the laws of
the state where such meeting is to be held, and if a legal holiday under the
laws of said state, then on the next succeeding business day, at such hour as
may be named in the notice of said meeting. If for any reason any annual meeting
shall not be held on the day designated herein, or at any adjournment of such
meeting, the board of directors shall cause the election to be held at a special
meeting called and held as soon thereafter as convenient and practicable. At
such special meeting of the shareholders may elect the directors and transact
other business with the same force and effect as at an annual meeting duly
called and held.





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                  (3) SPECIAL MEETINGS. A special meeting of the shareholders
for any purpose or purposes, unless otherwise prescribed by statute, may be
called at any time by the president, the chairman of the board of directors, the
executive committee, by order of the board of directors or by a shareholder or
shareholders holding of record at least ten percent (10%) of the outstanding
capital stock of any class of the Corporation entitled to vote at such meeting.

                  (4) NOTICE OF MEETING. Except as otherwise provided by
statute, notice of each meeting of the shareholders, whether annual or special,
shall be given not less than ten (10) nor more than fifty (50) days before the
day on which the meeting is to be held to each shareholder of record entitled to
vote at such meeting by delivering a written or printed notice thereof to him
personally, or by mailing such notice in a postage prepaid envelope addressed to
him at his post office address furnished by him to the secretary of the
Corporation for such purpose, or, if he shall not have furnished to the
secretary of the Corporation his address for such purpose, then at the post
office address, if any, as the same appears upon the stock record books of the
Corporation or at his post office address last known to the secretary of the
Corporation or by transmitting a notice wireless. Except where expressly
required by law, no publication of any notice of such a meeting of shareholders
shall be required. Every such notice shall state the place, day and hour of the
meeting but need not state the purposes thereof, except for special meeting or
as otherwise in these bylaws or by statute expressly provided or required.
Notice of any meeting of shareholders shall not be required to be given to any
shareholder who shall attend such meeting in person or by proxy; and if any
shareholder shall, in person or by attorney thereunder authorized, in writing or
by telegraph, cable, radio or wireless, waive notice of any meeting, whether
before or after such meeting be held, notice thereof need not be given to him.
Notice of any adjourned meeting of the shareholders shall not be required to be
given, except when expressly required by law.

                  (5) ORGANIZATION. At every meeting of the shareholders, the
president, or in his absence, the chairman of the board, or in his absence, a
vice president, or in the absence of all of the foregoing officers, a chairman
chosen by the shareholders present in person or by proxy and entitled to vote
thereat, by a majority vote shall act as chairman. The secretary, or in his
absence, an assistant secretary, shall act as secretary at all meetings of the
shareholders. In the absence from any such meeting of the secretary and the
assistant secretaries, the chairman may appoint any person to act as secretary
of the meeting.




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                  (6) BUSINESS AND ORDER OF BUSINESS. At each meeting of the
shareholders such business may be transacted as may properly be brought before
such meeting, whether or not such business is stated in the notice of such
meeting or in a waiver of notice thereof, except for special meetings or as
otherwise in these bylaws or by statute expressly provided or required. The
order of business at all meetings of the shareholders shall be determined by the
chairman, unless the holders of a majority of the shares of each class present
in person or by proxy at such meeting and entitled to vote thereat shall
otherwise determine.

                  (7) QUORUM. At each meeting of the shareholders, the
holders of a majority of the shares of each class of voting shares of the
Corporation issued and outstanding and entitled to vote thereat, present
either in person or by proxy, shall constitute a quorum for the transaction
of business, except where otherwise provided by law or by the business, or by
the articles of incorporation. In the absence of a quorum, the shareholders
of the Corporation present in person or by proxy and entitled to vote, by a
majority vote, or, in the absence of all the shareholders, any officer
entitled to preside or act as secretary at such meeting, shall have the power
to adjourn the meeting from time to time, until shareholders holding the
requisite amount of shares shall be present or represented. At any such
adjourned meeting, at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally
called. The absence from any meeting of the number of shares required by the
laws of the State of Alabama, by the articles of incorporation of the
Corporation or by these by laws for action upon any given matter shall not
prevent action at such meeting upon any other matter or matters which may
properly come before the meeting, if the number of shares required in respect
of such other matter shall be present.

                  (8) VOTING. At each meeting of the shareholders, each holder
of record of shares entitled to vote thereat, shall be entitled to one (1) vote
in person or by proxy for each share of the Corporation entitled to vote so
registered in his name on the books of the Corporation: (i) on the date fixed
pursuant to Section 3 or Article VII of these by laws as the record date for the
determination of shareholders entitled to vote at such meeting, notwithstanding
the sale, or other disposal or transfer on the books of the Corporation of such
share on or after the date so fixed; or (ii) at the date of such meeting if no
such record date shall have been fixed. Shares of its on belonging to the
Corporation shall not be voted directly or indirectly. Persons holding in a
fiduciary capacity shares having voting rights shall be entitled to vote the
shares so held, and persons whose shares having voting rights pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the




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Corporation he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy, may represent said shares and vote
thereon. Any vote of shares may be cast by the shareholder entitled thereto in
person or by his proxy appointed by an instrument in writing subscribed by such
shareholder or by his attorney thereunto authorized, and delivered to the
secretary of the meeting. At all meetings of the shareholders, all matters
(except in special cases where other provision is made by statute, and except as
otherwise provided in these bylaws or in the certificate of incorporation) shall
be decided by the vote of a majority in interest of the shareholders present in
person or by proxy and entitled to vote thereat, a quorum being present. Unless
required by law or demanded by a shareholder present in person or by proxy at
any meeting and entitled to vote thereat, the vote on any question need not be
by ballot. On a vote by ballot, each ballot shall be signed by the shareholder
voting, or by his proxy, if there be such a proxy, and shall state the number of
shares voted by him.

                  (9) LIST OF SHAREHOLDERS. It shall be the duty of the
secretary or other officer who shall have charge of the share ledger, either
directly or through a transfer agent appointed by the board of directors, to
keep and maintain a complete list of shareholders and the number of shares
standing in their respective name. Such list shall be open to the examination of
any shareholder at the place where said list is customarily kept; provided that
such list shall be produced and kept at the time and place of any election
during the whole time thereof and subject to the inspection of any shareholder
who may be present. The original or duplicate share ledger shall be the only
evidence as to the shareholders who are entitled to examine such list or the
books of the Corporation, or to vote in person or by proxy at any meeting of
shareholders.

                  (10) ADDRESSES OF SHAREHOLDERS. Each shareholder shall
designate to the secretary of the Corporation, or the transfer agent appointed
by the board of directors, an address at which notice of meetings and all other
corporate notices may be served upon him by mail directed to him at his post
office address, if any, as the same appears upon the share record of the
Corporation or at his post office address last known to the secretary of the
Corporation or to the transfer agent.



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                                   ARTICLE IV

                                   DIRECTORS

                  (1) POWERS. The board of directors shall exercise all the
powers of the Corporation except such as are by law, or by the articles of
incorporation of this Corporation, or by these bylaws conferred upon or reserved
to the shareholders of any class or classes and except such powers as may be
deleted to an executive committee and other committees as provided in Article V
of these bylaws.

                  (2) NUMBER. The board of directors shall consist of one (1)
director.

                  (3) TERM OF OFFICE: VACANCIES. Each director shall be elected
to serve until the next annual meeting of shareholders and until his successor
is chosen and qualified. In case one (1) or more vacancies shall occur in the
board of directors, whether caused by death, resignation, retirement,
disqualification or removal, successors to fill such vacancies shall be elected
either by vote of the remaining directors or by vote of the shareholders at any
regular or special meeting, and shall hold office until the next annual meeting
of shareholders and until their successors are chosen and qualified. Directors
need not be shareholders.

                  (4) REMOVAL. Any or all of the directors may be removed from
office, with or without cause, by vote of shareholders holding a majority of all
the shares of stock outstanding and entitled to vote.

                  (5) ELECTION OF DIRECTORS. Directors shall be elected each
year at the annual meeting of shareholders, or at the special meeting held in
lieu thereof as provided in Article III hereof.

                  (6) PLACE OF MEETING, ETC. The board of directors may hold its
meetings and have one or more offices at such place or places within or outside
the State of Alabama, as the board may from time to time determine, or, in the
case of meetings, as shall be specified or fixed in the respective notices or
waivers of notice thereof.

                  (7) ANNUAL MEETINGS. The board of directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, immediately after, or as soon as practicable after, each annual
meeting of shareholders and




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election of directors at the same place at which each such annual meeting of
shareholders is held, and notice of such meeting need not be given; such
meeting, however, may be held at any other time or place which shall be
specified in a notice given as thereinafter provided for special meetings of
the board of directors or in a consent and waiver of notice thereof signed by
all the directors.

                  (8) OTHER REGULAR MEETINGS. Other regular meetings of the
board of directors shall be held at such places and at such times as the board
shall from time to time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day not a legal holiday. Notice of
regular meetings need not be given.

                  (9) SPECIAL MEETINGS: NOTICE.  Special meetings of the
board of directors shall be held whenever called by the chairman of the
board, the president, the executive committee, or a majority of the directors
then in office. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two
(2) days before the day on which the meeting is to be held, or shall be
directed to him at such place by telegraph, cable, radio or wireless, or be
delivered personally not later than the day before the day on which the
meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes thereof, except as otherwise in
these bylaws or by statute expressly provided. Notice of any meeting of the
board need not be given to any director, however, if waived by him in writing
or by telephone, cable, radio or wireless, whether before or after such
meeting be held, or if he shall be present at the meeting; and any meeting of
the board shall be a legal meeting without any notice thereof having been
given if all of the directors shall be present thereat.

                  (10) ORGANIZATION. At each meeting of the board of directors,
the chairman of the board of directors, or in his absence, the president, or in
the absence of both of the foregoing officers, a director chosen by a majority
of the directors present, shall act as chairman. The secretary, or in his
absence, an assistant secretary, or in the absence of both the secretary and the
assistant secretaries, any person appointed by the chairman shall act as
secretary of the meeting.

                  (11) BUSINESS AND ORDER OF BUSINESS. At each meeting of the
board of directors such business may be transacted as may properly be brought
before such meeting, whether or not such business is stated in the notice of
such meeting, or in a waiver



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of notice thereof, except as otherwise in these bylaws or by statute
expressly provided or required. The order of business at all meetings of the
board of directors shall be as determined by the chairman, subject to the
approval of a majority of the directors present at such meeting.

                  (12) QUORUM AND MANNER OF ACTING. Except as otherwise
provided by statute or by these bylaws or by the Corporation's articles of
incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business at any meeting and the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the board of directors. In the absence of a quorum, a
majority of the directors present may adjourn any meeting from time to time
until a quorum be had. Notice of any adjourned meeting need not be given.

                  (13) RESIGNATIONS. Any director of the Corporation may resign
at any time by giving verbal or written notice thereof to the chairman of the
board of directors, or the president or to the secretary of the Corporation. The
resignation of any director shall take effect at the time notice thereof is
given, unless otherwise specified in the notice. The acceptance of a resignation
shall not be necessary to make it effective.

                                    ARTICLE V

                         EXECUTIVE AND OTHER COMMITTEES

                  (1) APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The
board of directors may establish an executive committee consisting of one (1) or
more directors, which number shall include the president, to serve at the
pleasure of the board. The president shall be, ex officio, chairman of the
executive committee.

                  (2) VACANCIES IN EXECUTIVE COMMITTEE. Vacancies occurring in
the executive committee from any cause shall be filled by the board of directors
at any meeting thereof.

                  (3) EXECUTIVE COMMITTEE TO REPORT TO BOARD. All action by the
executive committee shall be reported to the board of directors at its meeting
next succeeding such action.



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                  (4) PROCEDURE OF EXECUTIVE COMMITTEE. The executive committee
shall fix its own rules of procedure not inconsistent with these bylaws or with
any direction of the board of directors. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of the
board of directors. The presence of a majority shall constitute a quorum for the
transaction of business, and in every case an affirmative vote of a majority of
all the members of the committee present shall be necessary for the taking of
any action.

                  (5) GENERAL POWERS OF EXECUTIVE COMMITTEE. During the
intervals between the meetings of the board of directors, the executive
committee, except as limited by the laws of the Corporation or by specific
directors of the board of directors, shall possess and may exercise all the
powers of the board of directors in the management and direction of the
business and conduct of the affairs of the Corporation in such manner as the
executive committee shall deem for the best interests of the Corporation, and
shall have power to authorize the seal of the Corporation to be affixed to
all instruments and documents which may require it, except that the executive
committee shall not have the power to elect directors nor to elect or remove
any executive officer.

                  (6) SPECIAL POWERS OF EXECUTIVE COMMITTEE. The executive
committee, if one is established, shall have special charge and control of
all financial affairs of the Corporation. The executive committee shall
supervise and direct all investments, temporary or otherwise, of the funds of
the Corporation and the manner in which the accounts, books and records shall
be kept. The executive committee may authorize the satisfaction of mortgages,
the sale of real estate and sale and reinvestment of any and all other assets
of the Corporation. The executive committee may also appoint investment
advisers, authorize accounts for the Corporation with securities brokers and
dealers, and appoint a general counsel, and other general and special
attorneys. Any appointees of the executive committee shall have such powers,
not contrary to law, the articles of incorporation or these bylaws, and shall
perform such duties as may be assigned to them by the executive committee.

                  (7) OTHER COMMITTEES. From time to time the board of directors
may appoint any other committee or committees for any purpose or purposes to the
extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.



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                  (8) COMPENSATION. The members of any duly appointed committee
shall receive such compensation and/or fees as from time to time may be fixed by
the board of directors.

                                   ARTICLE VI

                                    OFFICERS

                  (1) EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be a president and a secretary. The board may also elect a
chairman of the board and additional officers. One (1) person may hold all
offices and perform the duties of any of said officers.

                  (2) ELECTION, TERM OF OFFICE AND QUALIFICATIONS OF EXECUTIVE
OFFICERS. The executive officers shall be elected annually by the board of
directors. Each executive officer shall hold office until his successor shall
have been duly elected and qualified in his stead, or until his death or until
he shall have resigned or shall have been removed in the manner provided herein.
The chairman of the board and the president shall be chosen from amount the
directors.

                  (3) SUBORDINATE OFFICERS. The board of directors or the
execute committee may from time to time appoint such other officers as the board
of directors or the executive committee may deem necessary, including one (1) or
more assistant treasurers and one (1) or more assistant secretaries, and may
also appoint such agents and employees of the Corporation as may be deemed
proper. Such officers, agents and employees shall hold office for such period,
have such authority, and perform such duties as in these bylaws provided or as
the board of directors or the executive committee may from time to time
prescribe. The board of directors may from time to time authorize any officer to
appoint and remove agents and employees and to prescribe the powers and duties
thereof.

                  (4) REMOVAL. Any officer, agent or employee may be removed
either with or without cause, by the board of directors at any meeting called
for the purpose, or, except in case of any officer elected by the board of
directors, by any officers upon whom the power of removal may be conferred by
the board of directors.

                  (5) RESIGNATIONS. Any officer may resign at any time by giving
written notice to the board of directors. Any such resignation shall take effect
at the date




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of receipt of such notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

                  (6) VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these bylaws for
regular election or appointment to such office.

                  (7) THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of
the board of directors, when present, shall preside at all meetings of the
board of directors. In addition to the powers and duties mentioned in these
bylaws, he shall have supervision of such matters, not contrary to law. the
certificate of incorporation or these bylaws, as may be assigned or delegated
to him by the board of directors or the executive committee.

                  (8) THE PRESIDENT. The president shall be the chief executive
officer of the Corporation and shall have general supervision of the business of
the Corporation and over its several officers, subject, however, to the control
of the board of directors and the executive committee. He shall at each annual
meeting and from time to time report to the shareholders and the board of
directors and the executive committee all matters which in his knowledge which
the interests of the Corporation may require to be brought to their notice;
shall preside when present at all meetings of the shareholders and, in the
absence of the chairman of the board, of the board of directors; shall sign in
the name of the Corporation all deeds, mortgages, bonds, contracts or other
instruments authorized by the board of directors or the executive committee
except in cases where the signing and execution thereof shall be expressly
delegated by the board of directors or by these bylaws to the president alone or
some other officer agent of the Corporation; and in general shall perform all
duties incident to the office of president and such other duties as from time to
time may be assigned to him by the board of directors or the executive committee
or as are prescribed by these bylaws. The president shall be, ex officio, a
member of all standing committees. The President must be a qualified person as
defined in the Revised Professional Corporation Act.

                  (9) VICE PRESIDENT. The vice president shall perform such
duties and exercise such powers as may be assigned to him from time to time by
the board of directors of the executive committee. In the absence of either the
chairman of the board or the president, or both, or in the case of his or their
inability to act, a vice president shall perform the duties and exercise the
powers of either the chairman of the board of directors or the



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president, or both, but subject to the control of the board of directors and
the executive committee.

                  (10) THE SECRETARY. The secretary shall keep or cause to be
kept in books the minutes of the meetings of the shareholders and the board of
directors; shall see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; shall be custodian of the
records and of the seal of the corporation and see that the seal is affixed to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; shall keep directly or through a transfer agent a register
of the post office address of each shareholder, and make proper changes in such
register, retaining and filing his authority for such entries; shall see that
the books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and in general shall perform all
duties incident to the office of secretary and such other duties as may, from
time to time, be assigned to him by the board of directors or the executive
committee.

                  (11) ASSISTANT SECRETARIES. At the request of the secretary or
in his absence or disability, any assistant secretary shall have power to
perform all the duties of the secretary, and when so acting, shall have all the
powers of, and be subject to all restrictions upon, the secretary. The assistant
secretaries shall perform such other duties as from time to time may be assigned
to them by the board of directors, by the executive committee, by the chairman
of the board or by the president.

                  (12) THE TREASURER. The treasurer shall give such bond for
faithful performance of his duties as the board of directors shall require.
He shall have charge and custody of, and be responsible for, all funds and
securities of the Corporation and deposit all such funds and securities of
the Corporation and deposit all such funds in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of these bylaws; at all reasonable times
exhibit the books of accounts and records to any of the directors of the
Corporation, upon application during business hours at the office of the
Corporation or where such books and records are dept; render a statement of
the condition of the finances of the Corporation at all regular meetings of
the board of directors, if called upon to do so, and a full financial report
at the annual meeting of the shareholders, if called upon to do so; receive
and give receipts for moneys due and payable to the Corporation from any
source whatsoever; and in general, perform all of the duties ncident to the
office of treasurer and such other duties as from time to time may be
assigned to him by the board of directors or by the executive committee.





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                  (13) ASSISTANT TREASURERS. At the request of the treasurer or
in his absence or disability any assistant treasurer shall have power to perform
all the duties of the treasurer, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the treasurer. The assistant
treasurers shall perform such other duties as from time to time may be assigned
to them by the board of directors, by the executive committee, by the chairman
of the board or by the president.

                  (14) SALARIES. The salaries of the officers shall be fixed
from time to time by the executive committee of the board of directors. No
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.

                                   ARTICLE VII

                            SHARES AND THEIR TRANSFER

                  (1) CERTIFICATES OF SHARES. Certificates for shares of each
class of the capital stock of the Corporation shall be in such form as the
board of directors shall approve and shall be numbered and shall be entered
in the books of the Corporation as they are issued. They shall exhibit the
holder's name and certify the number of shares owned by him and shall be
signed by or in the name of the Corporation by the president or a vice
president and the secretary or an assistant secretary of the Corporation;
provided, however, that where any such certificate is signed by a transfer
agent or an assistant transfer agent or by a transfer clerk acting on behalf
of the Corporation as a registrar, the signature of any such president, vice
president, secretary or assistant secretary may be facsimile printed or
engraved. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have delivered by the Corporation, such
certificate or certificates shall nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation. The share record books and the blank share certificate books
shall be kept by the secretary or by a transfer agent or by any other officer
or agent designated by the board of directors or by the executive committee
or by the president.



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                  (2) TRANSFER OF SHARES. Transfer of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the holder thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed and filed with the secretary of the Corporation or a
transfer agent of the Corporation, if any, and upon the surrender and
cancellation of the certificate or certificates for such shares, properly
endorsed. A person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof as regards the Corporation, and upon any
transfer of shares the person or persons into whose name or names such shares of
stock shall be transferred on the books of the Corporation shall be substituted
for the person or persons out of whose name or names such shares shall have been
transferred, with respect to all rights, privileges and obligations of holders
of stock of the Corporation and as against the Corporation or any other person
or persons. The term "person" or "persons" wherever used herein shall be deemed
in include any Firm, corporation, or association. Whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the secretary or to said transfer agent, shall be so expressed in the
entry of transfer.

                  (3) CLOSING OF TRANSFER BOOKS.  The board of directors may,
be resolution, direct that the stock transfer books of the Corporation be
closed for a period not exceeding fifty (50) days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date
for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period of not
exceeding Fifty (50) days preceding the date of any meeting of shareholders,
or the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital
stock shall go into effect or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders entitled
to notice of, and to vote at, any such meeting, and any adjournment thereof,
or entitled to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock or to give such consent, and in such
case such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as
aforesaid.

                  (4) LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any shares of the Corporation shall immediately notify the




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Corporation of any loss, theft, destruction or mutilation of the certificate;
and, the board of directors may, in its discretion, require the owner of the
lost, stolen or destroyed certificate, or his legal representatives, to give
to the Corporation and to such registrar, transfer agent and/or transfer
clerk as may be authorized or required to countersign such new certificate or
certificates a bond, in such sum as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be made
against them or any of them on account of or in connection with the alleged
loss, theft, or destruction of any such certificate.

                   (5) TRANSFER AGENT AND REGISTRAR: REGULATIONS. The
Corporation shall, if and whenever the board of directors shall so determine,
maintain one or more transfer offices or agencies, each in charge of the
transfer agent or transfer clerk designated by the board of directors, where
the shares of the capital stock of the Corporation shall be directly
transferable, and/or one or more registry offices, each in charge of a
registrar designated by the board of directors where such shares of stock
shall be registered, and, if the board of directors shall so determine, no
certificate for shares of the capital stock of the Corporation, in respect of
which a transfer agent or transfer clerk and/or registrar shall have been
designated, shall be valid unless countersigned by such transfer agent or
transfer clerk and/or registered by such registrar. The board may also make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of the capital
stock of the Corporation.

                                  ARTICLE VIII

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

                  (1) CONTRACTS, ETC. The executive committee may authorize any
officer or officers, or agent or agents of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the executive committee or by these
bylaws, no officer, 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 to any amount.

                  (2) CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the



By-laws of Total Trim, Inc.
Page 15

Corporation, shall be signed by the president, any vice president, or the
secretary of the Corporation.

                  (3) DEPOSITS. All cash and securities of the Corporation
shall be place din trust and/or deposited from time to time to the credit of
the Corporation in such responsible banks or trust companies as the board of
directors or the executive committee or the chairman of the board or the
president may from time to time designated, or as may be designated by any
other officer or officers of the Corporation to whom such power may be
delegated by the board of directors of the executive committee.

                  (4) GENERAL AND SPECIAL ACCOUNTS. The board of directors or
the executive committee or the chairman of the board or the president may from
time to time authorize the opening and keeping, with responsible banks or trust
companies as it or he may designate, of general and special trust and/or bank
accounts, and may make such special rules and regulations, with respect thereto,
not inconsistent with the provisions of these bylaws, as it or he may deem
expedient.

                                   ARTICLE IX

                                BOOKS AND RECORDS

                  (1) LOCATION. The books and records of the Corporation except
the original or a duplicate stock ledger, may be kept outside the State of
Alabama at such place or places as the board of directors may from time to time
determine, except as otherwise required by law.

                  (2) EXAMINATION BY SHAREHOLDERS. The board of directors shall,
subject to the laws of Alabama, have power to determine from time to time
whether or to what extent and at what time and places and under what conditions
and regulations any accounts and books of the Corporation, or any of them, shall
be open to the inspection of the shareholders; and no shareholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by the laws of Alabama, unless and until authorized to do so by
resolution of the board of directors or of the shareholders; provided, however,
that, subject to such reasonable restrictions as the board of directors may
prescribe, the Corporation shall at any time, upon the written request of any
registered holder of its shares, mail to such shareholder a statement of the
assets then belonging to the Corporation; provided, further, that an original or
duplicate share ledger, containing the names and



By-laws of Total Trim, Inc.
Page 16

addresses of the shareholders and the number of shares held by them
respectively, shall at all times, during the usual hours for business, be
open to the examination of every stockholder at the principal office or place
of business of the Corporation in Alabama or at the office of any duly
appointed transfer agent or registrar.


                                    ARTICLE X

                             DIVIDEND, SURPLUS, ETC.

                  The board of directors shall have power, subject to the
provisions of the certificate of incorporation of the Corporation, to fix and
determine and to vary from time to time, the amount of the working capital of
the Corporation before declaring any dividends among its shareholders; to direct
and determine the use and disposition of any net profits or surplus; to
determine the amount of any reserves necessary in thelrjudgment before declaring
any dividends among its shareholders; to determine from time to time the amount
of the net earnings and net profits of the Corporation available for dividends;
to determine the amount of any dividends; and to declare and pay the same.

                                   ARTICLE XI

                                  MISCELLANEOUS

                  (1) COMPENSATION OF DIRECTORS. The directors shall receive
such compensation and/or fees, and expenses in connection with attendance at
meetings or other performance of their duties, as from time to time may be fixed
by the board of directors. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity, as an
officer, agent or otherwise, and receiving compensation therefor.

                  (2) PROXIES OF THE CORPORATION. Except as otherwise in these
bylaws or in the articles of incorporation the Corporation provided, and unless
otherwise provided by resolution of the board of directors or of the executive
committee, the President may from time to time appoint an attorney or attorneys
or agent or agents of the Corporation, in the name and on behalf of the
Corporation to cast the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to contest in writing to
any action by such




By-laws of Total Trim, Inc.
Page 17

corporation and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.

                  (3) WAIVER OF NOTICE. Whenever any notice whatever is required
to be given by these bylaws of the articles of incorporation or the laws of the
State of Alabama, a waiver thereof in writing, or by telegraph, cable, radio or
wireless by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto; and any such
notice with respect to any shareholders' or directors' meeting may be dispensed
with, if any shareholder shall attend such shareholders' meeting, either in
person or by proxy, or if every director shall attend such directors' meeting in
person.

                  (4) CONFLICTS OF INTEREST. Except as otherwise provided in the
articles of incorporation, a director of the Corporation shall not in the
absence of fraud be disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser, or otherwise, nor in the absence
of fraud shall any transaction or contract of the Corporation be void or
voidable or affected by reason of the fact that any director, or any firm of
which any director is a member, or any corporation of which any director is an
officer, director or shareholder, is in any way interested in such transaction
or contract. Nor shall any director be liable to account to the Corporation for
any profit realized by him from or through any such transaction or contract of
the Corporation by reason of the fact that he or any firm of which he is an
officer, director or shareholder, was interested in such transaction or
contract.

                  (5) INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. Every person who is, or has been, a director, officer, employee or agent
of the Corporation, or of a subsidiary or an affiliate of the Corporation, shall
be indemnified by the Corporation to the extent provided in Section 10-2A-21,
Code of Alabama, 1975, and in the articles of incorporation. The foregoing
rights of indemnification shall be without prejudice to any other rights to
which any such director, officer, employee or agent may be entitled as a matter
of law.



By-laws of Total Trim, Inc.
Page 18
                                   ARTICLE XII

                                   AMENDMENTS

Subject to any restrictive provisions of law or of the Corporation's articles of
incorporation, all bylaws of the Corporation shall be subject to alteration or
repeal and new bylaws may be made either by the affirmative vote of the holders
of record of a majority of the outstanding stock of the Corporation entitled to
vote in respect thereof at an annual meeting or at any special meeting, provided
that notice of the proposed alteration or repeal or of the proposed new bylaws
be included in the notice of such meeting, or by the affirmative vote of a
majority of the board of directors at any regular or special meeting, provided
that notice of the proposed alteration or repeal or of the new proposed bylaws
be included in the notice of any such special meeting.

                                  ARTICLE XIII

                          REQUIREMENTS OF REIMBURSEMENT

                  If the Corporation pays for travel and entertainment expenses
of any shareholder during any tax year and the Internal Revenue Service
subsequently disallows any or all of said travel and entertainment expenses, the
shareholder on whose behalf said expenses were paid is required to reimburse to
the Corporation the amount of said disallowance.

                                   ARTICLE XIV

                                  MISCELLANEOUS

         Throughout these bylaws, the masculine gender shall be deemed to
include the feminine gender and vice-versa.