BYLAWS OF

                             CENTRALIA HOLDING CORP.

                                  SHAREHOLDERS

     Section 1. Annual Meeting. An annual meeting of the shareholders shall be
held at such place, either within or without the State of Georgia, on such date
and at such time as the Board of Directors may by resolution provide, or if the
Board of Directors fails to provide, then such meeting shall be held at the
principal office of the Corporation at 10:00 A.M. on the fourth Friday of the
fourth calendar month after the end of the Corporation's fiscal year, if not a
legal holiday under the laws of the State of Georgia, and if a legal holiday, on
the next succeeding business day.

     Section 2. Special Meeting. Special meetings of the shareholders may be
called at any time by the Board of Directors. A special meeting of the
shareholders shall be called if the holders of at least twenty-five percent
(25%) of the votes entitled to be cast on any issue to be considered at the
proposed special meeting sign, date and deliver to the Corporation's Secretary
one or more written demands for the meeting describing the purpose or purposes
for which it is to be held. A special meeting called by the Board of Directors
shall be held at such place, either within or without the State of Georgia, as
is stated in the notice thereof. A special meeting called at the demand of
shareholders pursuant to this Section 2 shall be held at such place in the State
of Georgia as is stated in the notice thereof.

     Section 3. Notice of Meetings. Written notice of each meeting of
shareholders, stating the date, time and place of the meeting, and describing
the purpose or purposes of the meeting if it is a special meeting, shall be
mailed to each shareholder entitled to vote at such meeting at such
shareholder's address shown on the Corporation's current record of shareholders
not less than ten (10) nor more than sixty (60) days prior to such meeting. If
an amendment to the Articles of Incorporation, a plan of merger or share
exchange, or a sale of assets of the Corporation is to be considered at any
annual or special meeting, the written notice shall state that consideration of
such action is one of the purposes of such meeting. A shareholder may waive
notice of a meeting before or after the meeting. The waiver must be in writing,
must be signed by the shareholder entitled to the notice, and must be delivered
to the Corporation for inclusion in the minutes or filing with the corporate
records. A shareholder's attendance at a meeting (1) waives objection to lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding a meeting or transacting business at
the meeting, and (2) 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. Neither the business transacted at, nor the purpose of, any meeting
need be stated in a waiver of notice of a meeting, except that, with respect to
a waiver of notice of a meeting at which an amendment to the



Articles of Incorporation, a plan of merger or share exchange, a sale of assets,
or any other action that would entitle the shareholder to dissenter's rights, is
submitted to a vote of shareholders, the same material that the Georgia Business
Corporation Code would have required to be sent to the shareholder in a notice
of the meeting must be delivered to the shareholder prior to such shareholder's
execution of the waiver of notice, or the waiver itself must expressly waive the
right to such material.

     Notice of any meeting shall be given by or at the direction of the Chief
Executive Officer or the Secretary. No notice need be given of the new date,
time or place of reconvening any adjourned meeting, if the new date, time and
place to which the meeting is adjourned are announced at the adjourned meeting
before adjournment, except that, if a new record date for the adjourned meeting
is or must be fixed under the applicable provisions of the Georgia Business
Corporation Code, notice of the adjourned meeting must be given to persons who
are shareholders as of the new record date.

     Section 4. List of Shareholders. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make an alphabetical
list of the shareholders entitled to notice of a meeting of shareholders or any
adjournment thereof, arranged by voting group (and within each voting group by
class or series of shares) and showing the address of and number of shares held
by each shareholder. Such list shall be available for inspection by any
shareholder, his agent, or his attorney at the time and place of the meeting.

     Section 5. Quorum; Required Shareholder Vote. A quorum for the transaction
of business at any annual or special meeting of shareholders shall exist when
the holders of shares representing a majority of the votes entitled to be cast
are represented either in person or by proxy at such meeting. Once a share is
represented for any purpose at a meeting other than solely to object to holding
the meeting or transacting business at the meeting, it 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 (under the provisions of the
Georgia Business Corporation Code) set for that adjourned meeting. If a quorum
is present, the affirmative vote of such number of shares as is required by the
Georgia Business Corporation Code (as in effect at the time the vote is taken)
for approval of a matter shall be the act of the shareholders, unless a greater
vote is required by the Articles of Incorporation.

     Section 6. Proxies. A shareholder may vote either in person or by a proxy
that such shareholder has duly executed in writing. No proxy shall be valid
after eleven (11) months from the date of its execution unless a longer period
is expressly provided in the proxy.

     Section 7. Action of Shareholders Without Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if one or more written consents, describing the action so taken, are
signed by all of the shareholders entitled to vote on the action. A written
consent shall not be valid unless the consenting shareholder has been furnished
the same material that, under the Georgia Business Corporation Code, would have
been required to be sent to shareholders in a


                                       2



notice of a meeting at which the proposed action would have been submitted to
the shareholders for action, including notice of any applicable dissenters'
rights, or the consent expressly waives the right to receive the material
otherwise required to be furnished. Action by written consent pursuant hereto
shall have the same force and effect as a unanimous affirmative vote of the
shareholders entitled to vote on the action and shall be filed with the minutes
of the proceedings of the shareholders.

     Section 8. Conduct of Shareholders Meetings. The Chief Executive Officer
shall preside at shareholders' meetings and shall establish such reasonable
procedures for the conduct of shareholders' meetings as such officer deems to be
necessary or appropriate, subject to the authority of the Board of Directors to
appoint a different presiding officer and to establish additional or different
procedures.

                                    DIRECTORS

     Section 1. Power of Directors. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, the Board of Directors, subject to any
limitation set forth in the Articles of Incorporation, bylaws approved by the
shareholders, or agreements among the shareholders that are otherwise lawful.

     Section 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of the number of directors provided in the Articles of
Incorporation for the initial Board of Directors (or, if the initial Board of
Directors is not provided for in the Articles of Incorporation, the number of
directors elected by the incorporator as the initial Board of Directors), and
such number shall be subject to change by amending this Section of these Bylaws.
Unless otherwise permitted by the Georgia Business Corporation Code, directors
shall be natural persons who are 18 years of age or older. At each annual
meeting the shareholders shall elect the directors, who shall serve until their
successors are elected and qualified; provided that at any shareholders' meeting
with respect to 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 the holders of a majority of the shares entitled to vote
at an election of directors.

     Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice. The
Board of Directors may hold regular meetings in accordance with such schedule as
may be established by the Board of Directors and no notice of such regular
meetings need be given. Special meetings of the Board of Directors may be called
by the Chief Executive Officer or by any director, and written notice of the
time and place of such meetings shall be given to each director by first class
mail at least six (6) days before the meeting or by telephone, telegraph, telex,
facsimile, cablegram or in person at least two (2) days before the meeting. Any
director may waive notice required to be given of a meeting, either before or
after the meeting, and shall be deemed to have waived notice if he is present at
or participates in such meeting unless the director at the beginning of the
meeting (or promptly upon the director's arrival) objects to holding the meeting
or transacting


                                       3



business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be stated in the notice or waiver
of notice of such meeting. Any meeting may be held at any place within or
without the State of Georgia.

     Section 4. Quorum; Vote Requirement. A majority of the number of directors
last fixed in accordance with Article II, Section 2, of these Bylaws shall
constitute a quorum for the transaction of business at any meeting. When a
quorum is present, the vote of a majority of the directors present shall be the
act of the Board of Directors, unless a greater vote is required by law, by the
Articles of Incorporation, or by these Bylaws.

     Section 5. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if one or more written consents,
describing the action so taken, are signed by all the directors or all members
of such committee and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records.

     Section 6. Committees. The Board of Directors may designate from among its
members such committees as it deems necessary or desirable, each composed of one
or more directors, which may exercise such authority as is delegated by the
Board of Directors, provided that no committee shall have the authority of the
Board of Directors in reference to (1) approve or propose to shareholders action
that the Georgia Business Corporation Code requires to be approved by
shareholders; (2) fill vacancies on the Board of Directors or any of its
committees; (3) amend the Articles of Incorporation pursuant to Section
14-2-1002 of the Georgia Business Corporation Code; (4) adopt, amend or repeal
bylaws; or (5) approve a plan of merger not requiring shareholder approval.

     Section 7. Vacancies. A vacancy occurring in the Board of Directors may be
filled by the shareholders, or by the Board of Directors, or, if the directors
remaining in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the directors remaining in office.

                                    OFFICERS

     Section 1. Executive Structure of the Corporation. The officers of the
Corporation shall be elected by the Board of Directors and shall consist of such
persons as are elected by the Board of Directors, with such titles as are
required by these Bylaws and as may be otherwise established by the Board of
Directors. Each officer shall hold office for the term for which such officer
has been elected or appointed and until such officer's successor has been
elected or appointed and has qualified, or until such officer's earlier
resignation, removal from office or death. Any two or more offices may be held
by the same person.


                                        4



     Section 2. Chief Executive Officer. The Board of Directors shall designate
an officer as the Chief Executive Officer of the Corporation (in addition to any
other title the officer may have), and such officer shall give general
supervision and direction to the affairs of the Corporation, subject to the
direction of the Board of Directors.

     Section 3. Secretary. The Board of Directors shall designate an officer as
the Secretary of the Corporation, and such officer shall have responsibility for
preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the Corporation.

     Section 4. Other Duties and Authority. Each officer, employee and agent of
the Corporation shall have such duties and authority as may be conferred upon
such officer, employee or agent by the Board of Directors or delegated to such
officer, employee or agent by the Chief Executive Officer or by one or more
officers to whom such authority is delegated by the Chief Executive Officer.

     Section 5. Removal of Officers. Any officer may be removed at any time by
the Board of Directors with or without cause, and such vacancy may be filled by
the Board of Directors. This provision shall not prevent the making of a
contract of employment for a definite term with any officer and shall have no
effect upon any cause of action which any officer may have as a result of such
officer's removal in breach of a contract of employment.

     Section 6. Compensation. The salaries of the officers shall be fixed from
time to time by the Chief Executive Officer or by one or more officers to whom
such authority is delegated by the Chief Executive Officer, subject to the
authority of the Board of Directors to fix salaries to the extent it desires to
do so. No officer shall be prevented from receiving such salary by reason of the
fact that such officer is also a director of the Corporation.

                                      STOCK

     Section 1. Stock Certificates. The shares of stock of the Corporation shall
be represented by certificates in such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholders of the
Corporation in numerical order from the stock book of the Corporation, and each
of which shall bear the name of the Corporation and state that it is organized
under the laws of the State of Georgia, the name of the shareholder, the number
and class (and the designation of the series, if any) of the shares represented,
and which shall be signed by the Chief Executive Officer of the Corporation.

     Section 2. Transfer of Stock. Shares of stock of the Corporation shall be
transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or such


                                        5



shareholder's duly authorized attorney-in-fact and with all taxes on the
transfer having been paid. The Corporation may refuse any requested transfer
until furnished evidence satisfactory to it that such transfer is proper. Upon
the surrender of a certificate for transfer of stock, such certificate shall at
once be conspicuously marked on its face "Cancelled" and filed with the
permanent stock records of the Corporation. The Board of Directors may make such
additional rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.

                              DEPOSITORIES AND SEAL

     Section 1. Depositories. All funds of the Corporation shall be deposited in
the name of the Corporation in such bank, banks, or other financial institutions
as the Board of Directors may from time to time designate and shall be drawn out
on checks, drafts or other orders signed on behalf of the Corporation by such
person or persons as the Board of Directors (or as one or more officers duly
authorized in accordance with these Bylaws) may from time to time designate.

     Section 2. Seal. The seal of the Corporation shall be as follows:

                          INDEMNIFICATION OF DIRECTORS

     Section 1. Actions Against Directors. The Corporation shall indemnify, to
the fullest extent permitted by the Georgia Business Corporation Code, any
individual made a party to a proceeding (as defined in the Georgia Business
Corporation Code) because such individual is or was a director, against
liability (as defined in the Georgia Business Corporation Code) incurred in the
proceeding, if such individual acted in a manner such individual 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, such individual had no reasonable cause
to believe such individual's conduct was unlawful.

     Section 2. Advance for Expenses of Directors. The Corporation shall pay for
or reimburse the reasonable expenses incurred by a director who is a party to a
proceeding if:


                                        6



     (a) The director furnishes the Corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
set forth in Section 1 above; and

     (b) The director furnishes the Corporation a written undertaking, executed
personally or on the director's behalf to repay any advances if it is ultimately
determined that the director not entitled to indemnification.

     The written undertaking required by paragraph (b) above must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

                               AMENDMENT OF BYLAWS

     The Board of Directors may amend or repeal these Bylaws or adopt new
bylaws, (a) except to the extent the Articles of Incorporation or the Georgia
Business Corporation Code reserves such power exclusively to the shareholders,
or (b) unless the shareholders in amending or repealing a particular bylaw
provide expressly that the Board of Directors may not amend or repeal that
bylaw. The shareholders may amend or repeal these Bylaws or adopt new bylaws
even though these Bylaws may also be amended or repealed by the Board of
Directors.


                                        7