EXHIBIT 3.5

                                     BYLAWS

                                       OF

                             CCA OF TENNESSEE, INC.


                                    ARTICLE I

                       NAME AND OFFICES OF THE CORPORATION

        The affairs of the corporation (the "Corporation") shall be conducted
using the name CCA of Tennessee, Inc., or such other name or names as the Board
of Directors may from time to time authorize. The Corporation may have such
offices, either within or without the State of Tennessee as the Board of
Directors may designate or as the business of the Corporation may require.

                                   ARTICLE II

                                    MEETINGS

        Section 1. Annual Meetings. An annual meeting of shareholders for the
purposes of electing directors and transacting such other business as may
properly come before the meeting shall be held within three (3) months of the
last day of the fiscal year at 10:00 a.m., or on such other date or at such
other time, or both, as shall be designated from time to time by the Board of
Directors, the Chairman of the Board, or the President.

        Section 2. Special Meetings. A special meeting of shareholders may be
called for any purpose or purposes by the Board of Directors, the Chairman of
the Board, or the President.

        Section 3. Place of Meetings. Annual and special meetings of
shareholders shall be held at the principal office of the Corporation or at such
other place, either within or without the State of Tennessee, as the Board of
Directors, the Chairman of the Board, or the President shall designate.

        Section 4. Notice of Meetings. Notice stating the date, time, and place
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is being called, shall be provided to each shareholder
entitled to vote at such meeting no fewer than ten (10) days nor more than two
(2) months before the date of such meeting. In the case of special meetings of
shareholders, the notice of meeting shall include the purpose or purposes for
which the meeting is being called. Notice may be in writing, or oral if
reasonable in the circumstance, and notice shall be deemed provided when
received or, if mailed, when deposited in the United States mail addressed to
the shareholder at his or her address as it appears in the Corporation's current
record of


                                   Bylaws - 1






shareholders, with first class postage affixed thereon. When a meeting is
adjourned to another date, time, or place, it shall not be necessary to provide
any notice of the adjourned meeting if the new date, time, or place to which the
meeting is adjourned is announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the original meeting. If after the adjournment, however,
the Board of Directors fixes a new record date for the adjourned meeting
pursuant to Section 9 of this Article II, a new notice of the adjourned meeting
shall be provided.

        Section 5. Waiver of Notice. A shareholder may waive in writing any
notice required by these Bylaws, provided that the waiver must be signed by the
shareholder entitled to the notice and must be delivered to the Corporation for
inclusion in the minutes or for filing with the corporate records. A
shareholder's attendance at a meeting (i) waives objection to lack of notice or
defective notice of the meeting unless the shareholder at the beginning of the
meeting (or promptly upon his or her arrival) objects to holding the meeting or
transacting business at the meeting and (ii) waives objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.

        Section 6. Quorum and Voting. The holders of a majority of shares
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum. Once a share is represented for any purpose at a meeting,
the holder of such share is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting, unless a new record date
is or must be set for the adjourned meeting. A meeting may be adjourned despite
the absence of a quorum. If a quorum exists, action on a matter, other than the
election of directors, is approved by the shareholders if the votes cast
favoring the action exceeds the votes cast opposing the action.

        Section 7. Proxies. A shareholder may vote his or her shares in person
or by proxy and may appoint a proxy to vote or otherwise act for him or her by
signing a proxy or other appointment form, either personally or by his or her
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. An appointment is valid for eleven (11) months unless another period is
expressly provided in the proxy or other appointment form. An appointment of a
proxy is revocable by the shareholder unless the proxy or other appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest, as provided in the Tennessee Business Corporation Act.

        Section 8. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting. If all
shareholders entitled to vote on the action consent to taking such action
without a meeting, the affirmative vote of the number of shares that would be
necessary to authorize or take such action at a meeting is the act of the
shareholders. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each shareholder entitled to vote on the
action in one (1) or more counterparts, and indicating each shareholder's vote
or abstention on the action, and such written


                                   Bylaws - 2






consent or consents must be delivered to the Corporation for inclusion in the
minutes or for filing with the corporate records. A consent effected as provided
in this section shall have the effect of a meeting vote and may be described as
such in any document.

        Section 9. Record Date. For the purpose of determining the shareholders
entitled to notice of or entitled to vote at any meeting of shareholders, or for
the purpose of determining the shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors may fix a future date as the record date for
such purpose, provided that such record date shall not be more than seventy (70)
days before the meeting or action requiring a determination of shareholders. If
no record date is fixed by the Board of Directors: (i) the record date shall be
at the close of business on the day next preceding the day on which notice of
the meeting is given, or, if notice is waived, at the close of business on the
eleventh day next preceding the day on which such meeting is held; (ii) the
record date for the determination of shareholders entitled to consent to an
action in writing without a meeting shall be at the close of business on the
eleventh day next preceding the date on which the first shareholder, being
entitled so to do, signs such a consent; and (iii) the record date for the
determination of shareholders for any other purpose shall be at the close of
business on the date on which the Board of Directors adopts the resolution or
resolutions relating thereto. A determination of shareholders entitled to notice
of or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it shall do
if the meeting is adjourned to a date more than four (4) months after the date
fixed for the original meeting.

        Section 10. List of Shareholders. After a record date has been fixed for
a meeting, the Secretary shall prepare or cause to be prepared a complete list
of the shareholders entitled to notice of the meeting, arranged in alphabetical
order by class of stock and series, if any, and showing the address of each
shareholder and the number of shares registered in the name of the shareholder.
The shareholders' list shall be available for inspection by any shareholder,
beginning two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the Corporation's
principal office or at the place identified in the meeting notice in the city
where the meeting will be held. If the right to vote at any meeting is
challenged, the person presiding thereat may rely on such list as evidence of
the right of the person challenged to vote at such meeting.

                                   ARTICLE III

                                    DIRECTORS

        Section 1. Management. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of, the Board of Directors.



                                   Bylaws - 3






        Section 2. Number. The number of directors, which shall not be less than
three (3), of the Corporation shall be as fixed from time to time by the Board
of Directors by a vote of two-thirds of the whole Board.

        Section 3. Election and Term of Office. Except in the case of the
filling of vacancies, directors shall be elected at the annual meeting of
shareholders by a plurality of the votes cast by shareholders entitled to vote
in the election, a quorum being present. Each director, including a director
elected to fill a vacancy, shall hold office until the next annual meeting of
shareholders and until his or her successor is elected and qualified, or until
his or her earlier death, resignation, or removal.

        Section 4. Resignation. Any director may resign at any time by
delivering written notice to the Board of Directors, the Chairman of the Board,
the President, or the Corporation. A resignation shall be effective when notice
thereof is so delivered, unless the notice specifies a later effective date.

        Section 5. Removal. One or more directors may be removed with or without
cause by a vote of the majority of the shareholders or with cause by a vote of a
majority of the number of directors then prescribed if allowed by the
Corporation's Charter or by the Tennessee Business Corporation Act. A director
may be removed only at a meeting called for the purpose, and the notice of the
meeting must state that the purpose, or one (1) of the purposes, of the meeting
is the removal of a director or directors.

        Section 6. Annual and Other Regular Meetings. An annual meeting of the
Board of Directors shall be held immediately following the annual meeting of
shareholders, at the place of such annual meeting of shareholders. The Board of
Directors may provide for the holding of other regular meetings of the Board of
Directors, and may fix the dates, times, and places thereof.

        Section 7. Special Meetings. A special meeting of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, or
any two (2) directors, at such date, time, and place as may be specified by the
person or persons calling the meeting.

        Section 8. Notice. Notice of an annual or other regular meeting of the
Board of Directors need not be provided. Notice stating the date, time, and
place of any special meeting of the Board of Directors shall be provided to each
director in writing, or it may be provided orally if reasonable in the
circumstances, no fewer than two (2) days before such meeting. Notice shall be
deemed provided when received or, if mailed, five (5) days after it is deposited
in the United States mail addressed to the director at his or her address as it
appears in the Corporation's current record of directors, with first class
postage affixed thereon. Notice of an adjourned meeting need not be given if the
time and place to which such meeting is adjourned are fixed at the meeting at
which the adjournment is taken and if the period of adjournment does not exceed
one (a) month in any one (1)


                                   Bylaws - 4






adjournment. At the adjourned meeting, the Board of Directors may transact any
business that might have been transacted at the original meeting.

        Section 9. Waiver of Notice. A director may waive in writing any notice
required by these Bylaws, provided that the waiver must be signed by the
director entitled to the notice and must be filed with the minutes or corporate
records. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting (or promptly upon his or her arrival) objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.

        Section 10. Quorum and Voting. A majority of the number of directors
then in office shall constitute a quorum for the transaction of business,
provided that at no time shall a quorum consist of fewer than one-third (1/3) of
the number of directors then prescribed. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors. 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: (i) the director objects at the beginning of the meeting
(or promptly upon his or her arrival) to holding the meeting or transacting
business at the meeting; (ii) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting; or (iii) the director
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.

        Section 11. Telephone Meetings. Any or all directors may participate in
a meeting of the Board of Directors by use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other during the meeting, and participation
in such a meeting shall constitute presence in person at such a meeting.

        Section 12. Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors may be taken without a
meeting if all directors consent to taking such action without a meeting. The
affirmative vote of the number of directors that would be necessary to authorize
or take such action at a meeting is the act of the Board of Directors. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by each director in one (1) or more counterparts, and
indicating each director's vote or abstention on the action, and such written
consent or consents shall be included in the minutes or filed with the corporate
records reflecting the action taken. Any action taken under this section shall
be effective when the last director signs the consent, unless the consent
specifies a different effective date. A consent effected as provided in this
section shall have the effect of a meeting vote and may be described as such in
any document.

        Section 13. Executive Committee. The Board of Directors, by the vote of
a majority of the directors then in office, may create an Executive Committee of
the Board of Directors consisting of


                                   Bylaws - 5






one (1) or more directors, who shall serve at the pleasure of the Board of
Directors. Subject to any specific directions or restrictions given by the Board
of Directors, the Executive Committee may exercise all the authority of the
Board of Directors, except that the Executive Committee may not: (i) authorize
distributions to shareholders, except according to a formula or method
prescribed by the Board of Directors; (ii) approve or propose to the
shareholders action that the Tennessee Business Corporation Act requires to be
approved by shareholders; (iii) fill vacancies on the Board of Directors or on
any committee of the Board of Directors; (iv) amend the Charter of the
Corporation pursuant to the provision of the Tennessee Business Corporation Act
allowing the amendment of corporate charters by boards of directors; (v) amend
or repeal these Bylaws or adopt new bylaws; (vi) approve a plan of merger not
requiring shareholder approval; (vii) authorize or approve the reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; or (viii) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except within limits
specifically prescribed by the Board of Directors. So far as applicable, the
provisions of Sections 7 through 12 of this Article III shall apply to the
Executive Committee as well as to the Board of Directors. The Executive
Committee shall report its acts and proceedings to the Board of Directors at the
next following regular meeting of the Board of Directors and at such other time
or times as the Board of Directors shall request.

        Section 14. Other Committees. The Board of Directors, by the vote of a
majority of the directors then in office, may designate one or more committees
of the Board of Directors other than the Executive Committee, each such
committee to consist of one (1) or more directors, who shall serve at the
pleasure of the Board of Directors. Any such committee, to the extent specified
by the Board of Directors, may exercise the authority of the Board of Directors,
except that no such committee may exercise any authority forbidden to the
Executive Committee by Section 13 of this Article III. So far as applicable, the
provisions of Section 13 of this Article III shall apply to each such committee
as well as to the Executive Committee, whether or not there is an Executive
Committee.

        Section 15. Reliance Upon Information, Opinions, Reports, or Statements.
To the full extent allowed by law, a director shall be, in the performance of
his or her duties, protected in relying in good faith upon information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by (i) one or more officers or
employees of the Corporation whom the director reasonably believes to be
reliable and competent in the matters presented; (ii) legal counsel, public
accountants, or other persons as to matters the director reasonably believes are
within the person's professional or expert competence; or (iii) a committee of
the Board of Directors of which he or she is not a member if the director
reasonably believes the committee merits confidence.

        Section 16. Compensation. Directors and members of any committee created
by the Board of Directors shall be entitled to such reasonable compensation for
their services as directors and members of such committee as shall be fixed from
time to time by the Board or a committee thereof,


                                   Bylaws - 6






and shall also be entitled to reimbursement for any reasonable expenses incurred
in attending meetings of the Board or of any such committee meetings. Any
director receiving such compensation shall not be barred from serving the
Corporation in any other capacity and receiving reasonable compensation for such
other services.

                                   ARTICLE IV

                                    OFFICERS

        Section 1. General. The Corporation shall have a President and a
Secretary, and may have a Chairman of the Board, one or more Vice Presidents, a
Treasurer, and such other officers as may from time to time be deemed advisable
by the Board of Directors, the Chairman of the Board, if appointed or elected,
or the President. Any two (2) or more offices may be held by the same person,
except the offices of President and Secretary. The President shall be the chief
executive officer of the Corporation unless the Board of Directors appoints a
Chairman of the Board, in such case the Chairman of the Board shall be the chief
executive officer unless the Board of Directors deems otherwise. The Chairman of
the Board, the President, any Vice President, the Secretary, and the Treasurer
shall be appointed by the Board of Directors. Each other officer may be
appointed by the Board of Directors, the Chairman of the Board, if appointed or
elected, or the President. Each officer shall hold office until the meeting of
the Board of Directors following the next annual meeting of shareholders and
until his or her successor has been appointed and qualified, or until his or her
earlier death, resignation, or removal. The Chairman of the Board, if appointed
or elected, must be a director of the Corporation. Any other officer may be, but
is not required to be, a director of the Corporation. Each officer shall have
the authority and perform the duties set forth in these Bylaws or, to the extent
consistent with these Bylaws, the duties prescribed by the Board of Directors or
prescribed by an officer authorized by the Board of Directors to prescribe the
duties of other officers.

        Section 2. Resignation. Any officer may resign at any time by delivering
notice to the Corporation. A resignation shall be effective when notice thereof
is so delivered, unless the notice specifies a later effective date.

        Section 3. Removal. The Board of Directors may remove any officer at any
time with or without cause, and any officer appointed by another officer may be
removed likewise by such other officer.

        Section 4. Vacancies. Any vacancy occurring in any office for any reason
may be filled by the Board of Directors or by an officer having the power of
appointment with respect to the office in question.

        Section 5. Reliance Upon Information, Opinions, Reports, or Statements.
To the full extent allowed by law, an officer shall be, in the performance of
his or her duties, protected in relying in good faith upon information,
opinions, reports, or statements, including financial statements and


                                   Bylaws - 7






other financial data, if prepared or presented by (i) one or more officers or
employees of the Corporation whom the officer reasonably believes to be reliable
and competent in the matters presented; or (ii) legal counsel, public
accountants, or other persons as to matters the officer reasonably believes are
within the person's professional or expert competence.

        Section 6. Chairman of the Board. The Chairman of the Board, if
appointed or elected, when present, shall preside at all meeting of the Board of
Directors. The Chairman of the Board may be, but is not required to be, the
chief executive officer of the Corporation. The Chairman of the Board shall also
perform such other duties and have such other powers as the Board of Directors
shall from time to time prescribe.

        Section 7. President. The President shall be the chief executive officer
of the Corporation unless the Board appoints a Chairman of the Board to serve in
such capacity. The President shall exercise general supervision over the
management of the business and affairs of the Corporation and shall perform such
other duties and have such other powers as the Board of Directors, or the
Chairman of the Board, if he or she is the chief executive officer of the
Corporation, shall from time to time prescribe. In the absence of the
appointment or election of a Chairman of the Board, or in the event of his or
her absence or his or her inability or refusal to act, the President shall
perform the duties of the Chairman of the Board, and when so acting shall have
all the powers of and be subject to any restrictions that may have been placed
upon the Chairman of the Board by the Corporation's Board of Directors.

        Section 8. Vice Presidents. In the absence of the President or in the
event of his or her inability or refusal to act, the Vice President, if elected
or appointed, or in the event there is more than one Vice President, the Vice
Presidents in the order designated, or in the absence of any designation, then
in the order of their appointment, may perform the duties of the President, and
when so acting shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice President shall also perform such
other duties and have such other powers as the Board of Directors or the
President, or the Chairman of the Board if he or she is the chief executive
officer of the Corporation, may from time to time prescribe.

        Section 9. Secretary and Assistant Secretaries. The Secretary shall,
when possible, attend all meetings of the shareholders and all meetings of the
Board of Directors, shall prepare or supervise the preparation of minutes of the
proceedings of the shareholders, the Board of Directors, and the Executive
Committee and other committees, and shall keep such minutes, along with all
written consents to action without a meeting, in a book or books devoted to that
purpose. The Secretary shall be the officer primarily responsible for
authenticating records of the Corporation. The Secretary shall keep a record of
the shareholders of the Corporation, arranged alphabetically for class and
series, if any, giving the names and addresses of all shareholders and the
number of shares held by each, and shall cause such a list as of the appropriate
record date to be open for inspection prior to and at any meeting of
shareholders, as provided in Section 10 of Article II. The Secretary shall give,
or cause to be given, notice of meetings of the shareholders and special
meetings of the Board


                                   Bylaws - 8






of Directors. The Secretary shall also perform such other duties as are
generally performed by a secretary of a Corporation and, in addition, if the
Corporation does not have a Treasurer, those duties prescribed in Section 10
hereof, and shall perform such other duties and have such other powers as the
Board of Directors or the President, or the Chairman of the Board if he or she
is the chief executive officer, may from time to time prescribe. Any Assistant
Secretary may, in the absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties of the Secretary, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Secretary. Each Assistant Secretary shall also perform such other duties and
have such other powers as the Board of Directors, the President, the Secretary,
or the Chairman of the Board if he or she is the chief executive officer, may
from time to time prescribe.

        Section 10. Treasurer and Assistant Treasurers. The Treasurer, if
appointed or elected, shall have custody of the Corporation's funds and
securities, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements, and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation as ordered by the Board of Directors or by an officer
authorized by the Board of Directors so to order, taking proper vouchers for
such disbursements, and shall render to the Board of Directors, the Chairman of
the Board, and the President an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
also perform such other duties as are generally performed by a treasurer of a
Corporation and, in addition, shall perform such other duties and have such
other powers as the Board of Directors or the President, or the Chairman of the
Board if he or she is the chief executive officer, may from time to time
prescribe. Any Assistant Treasurer may, in the absence of the Treasurer or in
the event of his or her inability or refusal to act, perform 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. Each Assistant Treasurer shall also perform
such other duties and have such other powers as the Board of Directors, the
President, the Treasurer, or the Chairman of the Board if he or she is the chief
executive officer, may from time to time prescribe.

                                    ARTICLE V

                                 SHARES OF STOCK

        Section 1. Certificates. Unless the Board of Directors authorizes the
issuance of some or all of the shares of the Corporation as un-certificated
shares, the shares of the Corporation shall be represented by certificates
signed on behalf of the Corporation by the Chairman of the Board, the President,
or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary,
or an Assistant Secretary. The certificates shall be in such form as shall be
approved by the Board of Directors and shall be numbered and registered in the
order issued. Each certificate shall include, as a minimum, the name of the
Corporation and that the Corporation is organized under the laws of the State of
Tennessee, the name of the person to whom issued, and the number and class of
shares and the designation of the series, if any, the certificate represents.
The name of the person or entity


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owning the shares, the number of shares, and the date of issue shall be entered
in the Corporation's books and on the certificate or its stub. Share
certificates exchanged or returned shall be canceled by the Secretary and placed
in their original place in the stock book.

        Section 2. Lost, Destroyed, or Stolen Certificates. The Corporation may
issue a new certificate in the place of any certificate previously issued and
alleged to have been lost, destroyed, or stolen, on production of such evidence
of loss, destruction, or theft as the Board of Directors may require. The Board
of Directors may require the owner of such lost, destroyed, or stolen
certificate, or his or her legal representative, to provide to the Corporation a
bond in such sum as the Board of Directors may direct, and with such surety or
sureties as may be satisfactory to the Board of Directors, to indemnify the
Corporation against any claims, loss, liability, or damage it may suffer on
account of issuing a new certificate.

        Section 3. Transfers of Shares. Transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation only as permitted
in this section and only by the holder of record thereof, or by his or her duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed with such proof of the
authenticity of the signature and of authority to transfer as the Corporation
may require. The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable, or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

        Section 4. Voting. The holders of the shares shall be entitled to vote
for each share of stock standing in their/its name.

                                   ARTICLE VI

          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS

        Section 1. Indemnification and Advancement of Expenses. The Corporation
shall indemnify and advance expenses to each director and officer of the
Corporation, or any person who may have served at the request of the
Corporation's Board of Directors or its President as a director or officer of
another corporation (and, in either case, such person's heirs, executors, and
administrators), to the full extent allowed by the laws of the State of
Tennessee, both as now in effect and as hereafter adopted. The Corporation may
indemnify and advance expenses to any employee or agent of the corporation who
is not a director or officer (and such person's heirs, executors, and
administrators) to the same extent as to a director or officer, if the Board of
Directors determines that doing so is in the best interests of the Corporation.


                                   Bylaws - 10





        Section 2. Non-Exclusivity of Rights. The indemnification and expense
advancement provisions of Section 1 of this Article VI shall not be exclusive of
any other right which any person (and such person's heirs, executors and
administrators) may have or hereafter acquire under any statute, provision of
the Charter, provision of these Bylaws, resolution adopted by the shareholders,
resolution adopted by the Board of Directors, agreement, or insurance (purchased
by the Corporation or otherwise), both as to action in such person's official
capacity and as to action in another capacity.

        Section 3. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any individual who is or was a director, officer,
employee, or agent of the Corporation, or who, while a director, officer,
employee, or agent of the corporation, is or was serving at the request of the
corporation's Board of Directors or its President as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise against any expense,
liability, or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability, or loss under this
Article or the Tennessee Business Corporation Act.

                                   ARTICLE VII

                                   FISCAL YEAR

        The fiscal year of the Corporation shall be the calendar year, unless
fixed otherwise by the Board of Directors from time to time.

                                  ARTICLE VIII

                                 CORPORATE SEAL

        The corporate seal, if any, shall be in such form as shall be approved
from time to time by the Board of Directors.

                                   ARTICLE IX

                              AMENDMENTS TO BYLAWS

        These Bylaws may be amended or repealed, and new Bylaws may be adopted,
by a majority vote of the Board of Directors or the shareholders.


                                   Bylaws - 11