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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM U5S ANNUAL REPORT For the year ended December 31, 2001 Filed pursuant to the Public Utility Holding Company Act of 1935 by Great Plains Energy Incorporated (Name of registered holding company) 1201 Walnut Kansas City, Missouri 64106 (Address of principle executive offices) Name, Title and Address of Officer to Whom Notices and Correspondence Concerning This Statement Should be Addressed: Andrea F. Bielsker Vice President - Finance, Chief Financial Officer and Treasurer Great Plains Energy Incorporated 1201 Walnut Kansas City, Missouri 64106

The 2001 Form U5S is hereby amended as follows: 1. Substituted Exhibits Certain exhibits to the 2001 Form U5S were submitted previously on Form SE. The following exhibits are being filed herewith in electronic format and are substituted for the previously submitted exhibits in their entirety: B-5 Articles of Incorporation dated February 6, 2001 of Great Plains Power Incorporated B-6 Bylaws dated February 6, 2001 of Great Plains Power Incorporated B-7 Articles of Incorporation as amended February 4, 2000 of Kansas City Power & Light Receivables Company B-8 Bylaws of Kansas City Power & Light Receivables Company B-9 Amended and Restated Certificate of Incorporation dated December 23, 1993 of Wolf Creek Nuclear Operating Corporation B-10 Bylaws as amended December 1, 1993 of Wolf Creek Nuclear Operating Corporation B-11 Articles of Incorporation as amended February 2, 2000 of Home Service Solutions Inc. B-12 Bylaws dated May 7, 1998 of Home Service Solutions, Inc. B-13 Articles of Incorporation as amended September 1, 1998 of Worry Free Service, Inc. B-14 Bylaws dated January 29, 1997 of Worry Free Service, Inc. B-15 Certificate of Incorporation dated May 22, 1998 of R.S. Andrews Enterprises, Inc. B-16 Bylaws of R.S. Andrews Enterprises, Inc., certified on May 22, 1998, with minutes of action dated September 13, 2001, fixing number of directors at four.

B-17 Articles of Incorporation and Articles of Amendment dated July 31, 1998 of R.S. Andrews Termite & Pest Control, Inc. (name subsequently changed to RSA Services Termite & Pest Control, Inc.) B-18 Bylaws of R.S. Andrews Termite & Pest Control, Inc., dated October 17, 1995 (name subsequently changed to RSA Services Termite & Pest Control) B-19 Articles of Incorporation of R.S. Andrews Enterprises of Alabama, Inc. B-20 Bylaws of R.S. Andrews Enterprises of Alabama, Inc., dated October 1, 1998. B-21 Articles of Incorporation of R.S. Andrews Enterprises of Charleston, Inc. B-22 Bylaws of R.S. Andrews Enterprises of Charleston, Inc., dated January 22, 1999. B-23 Articles of Incorporation of R.S. Andrews Enterprises of Columbus, Inc. B-24 Bylaws of R.S. Andrews Enterprises of Columbus, Inc., dated January 22, 1999. B-25 Articles of Incorporation of R.S. Andrews Enterprises of Dallas, Inc. B-26 Bylaws of R.S. Andrews Enterprises of Dallas, Inc., dated June 25, 1999. B-27 Articles of Incorporation of R.S. Andrews Enterprises of Kansas, Inc. B-28 Bylaws of R.S. Andrews Enterprises of Kansas, Inc., dated October 1, 1998. B-29 Articles of Incorporation of R.S. Andrews Enterprises of South Carolina, Inc. B-30 Bylaws of R.S. Andrews Enterprises of South Carolina, Inc., dated December 3, 1998.

B-31 Articles of Incorporation of R.S. Andrews of Chattanooga, Inc. B-32 Bylaws of R.S. Andrews of Chattanooga, Inc., dated October 6, 1999. B-33 Articles of Incorporation of R.S. Andrews of Fairfax, Inc. B-34 Bylaws of R.S. Andrews of Fairfax, Inc., dated September 7, 1999. B-35 Articles of Incorporation of R.S. Andrews of Maryland, Inc. B-36 Bylaws of R.S. Andrews of Maryland, Inc., dated August 23, 1999. B-37 Amended and Restated Articles of Incorporation of R.S. Andrews Services, Inc., dated September 1, 1995. B-38 Amended and Restated Bylaws of R.S. Andrews Services, Inc., dated September 1, 1995. B-39 Articles of Incorporation of R.S. Andrews of Stuart II, Inc. B-40 Bylaws of R.S. Andrews of Stuart II, Inc., dated November 2, 1999. B-41 Articles of Incorporation of R.S. Andrews of Tidewater, Inc. B-42 Bylaws of R.S. Andrews of Tidewater, Inc., dated July 26, 1999. B-43 Articles of Incorporation of R.S. Andrews of Wilmington, Inc. B-44 Bylaws of R.S. Andrews of Wilmington, Inc., dated October 6, 1999. B-45 Articles of Incorporation of R.S. Andrews of Jonesboro, Inc. B-46 Bylaws of R.S. Andrews of Jonesboro, Inc., dated November 8, 1999.

B-47 Articles of Incorporation of R.S. Andrews Enterprises of Virginia, Inc. B-48 Bylaws of R.S. Andrews Enterprises of Virginia, Inc., dated December 3, 1998. B-49 Articles of Incorporation of R.S. Andrews Enterprises of Tennessee, Inc. B-50 Bylaws of R.S. Andrews Enterprises of Tennessee, Inc., dated October 1, 1998. B-51 Amended and Restated Articles of Incorporation of Premier Service Systems, Inc. B-52 Articles of Dissolution of Premier Service Systems, Inc. dated December 31, 2001 B-53 Bylaws of Premier Service Systems, Inc., dated August 27, 1996. B-54 Articles of Incorporation of RSA Services of Florida, Inc. B-55 Articles of Dissolution of RSA Services of Florida, Inc. dated December 31, 2001 B-56 Articles of Incorporation of R.S. Andrews of DeSoto, Inc. B-57 Articles of Dissolution of R.S. Andrews of DeSoto, Inc. dated December 31, 2001 B-58 Articles of Incorporation of R.S. Andrews Enterprises of Florida, Inc. B-59 Articles of Incorporation of R.S. Andrews of Grapevine, Inc. B-60 Articles of Dissolution of R.S. Andrews of Grapevine, Inc. dated December 31, 2001 B-61 Articles of Incorporation of R.S. Andrews Home Warranty of Florida, Inc.

B-62 Articles of Dissolution of R.S. Andrews Home Warranty of Florida, Inc. dated December 31, 2001 B-63 Articles of Incorporation of R.S. Andrews Home Warranty of Texas, Inc. B-64 Articles of Dissolution of R.S. Andrews Home Warranty of Texas, Inc. dated December 31, 2001 B-65 Articles of Incorporation of R.S. Andrews of Orlando, Inc. B-66 Articles of Dissolution of R.S. Andrews of Orlando, Inc. dated December 31, 2001 B-67 Articles of Incorporation of R.S. Andrews of Palm Beach, Inc. B-68 Bylaws of R.S. Andrews of Palm Beach, Inc., dated October 13, 1999. B-69 Articles of Incorporation of R.S. Andrews of Sacramento, Inc. B-70 Articles of Dissolution of R.S. Andrews of Sacramento, Inc. dated December 31, 2001 B-71 Articles of Incorporation of R.S. Andrews Showcase of Atlanta, Inc. B-72 Articles of Dissolution of R.S. Andrews Showcase of Atlanta, Inc. dated December 31, 2001 B-73 Articles of Incorporation of R.S. Andrews of Florida, Inc. B-74 Bylaws of R.S. Andrews of Florida, Inc., dated July 30, 1999. B-75 Articles of Incorporation, Notice of Intent to Dissolve and Articles of Dissolution of R.S. Andrews of Grand Prairie, Inc. B-76 Articles of Incorporation of R.S. Andrews of Stuart I, Inc. B-77 Articles of Dissolution of R.S. Andrews of Stuart I, Inc. dated December 31, 2001

B-78 Bylaws of R.S. Andrews of Stuart I, Inc., dated November 2, 1999. B-79 Articles of Incorporation of R.S. Andrews Enterprises of Topeka, Inc. B-80 Articles of Dissolution of R.S. Andrews Enterprises of Topeka, Inc. dated December 31, 2001 B-81 Articles of Incorporation of R.S. Andrews of Vero Beach, Inc. B-82 Articles of Dissolution of R.S. Andrews of Vero Beach, Inc. dated December 31, 2001 B-83 Articles of Incorporation, dated November 3, 1992, and Certificate of Amendment, dated December 10, 1996, of KLT Inc. B-84 Bylaws of KLT Inc., as amended through February 12, 2001 B-85 Amended Articles Accepting Close Corporation Law dated May 22, 2000 of KLT Investments Inc. B-86 Amended and Restated Bylaws of KLT Investments Inc., dated July 3, 2000. B-87 Amended Articles Accepting Close Corporation Law dated May 31, 2000 of KLT Investments II Inc. B-88 Amended and Restated Bylaws of KLT Investments II Inc., dated July 3, 2000. B-89 Certificate of Incorporation dated April 25, 1997 of Energetechs, Inc. B-90 Bylaws of Energetechs, Inc., dated June 30, 1997. B-91 Amended Articles Accepting Close Corporation Law dated May 19, 2000 of KLT Energy Services Inc B-92 Bylaws of KLT Energy Services Inc., as amended through July 3, 2000

B-93 Certificate of Formation, dated May 16, 1997, Certificates of Amendment dated January 21, 1998 and August 31, 1999, of Custom Energy Holdings, LLC B-94 Amended and Restated Limited Liability Company Agreement dated December 31, 1999 of Custom Energy Holdings, LLC B-95 Certificate of Formation dated September 24, 1998 of Strategic Energy, LLC B-96 Amended and Restated Limited Liability Company Agreement of Strategic Energy, LLC, dated December 31, 1999, and Amendment No. 1 dated April 27, 2001. B-97 Amended Articles Accepting Close Corporation Law dated May 31, 2000 of KLT Gas Inc. B-98 Amended and Restated Bylaws of KLT Gas Inc., dated July 3, 2000. B-99 Certificate of Formation dated December 19, 1995 of Apache Canyon Gas, LLC B-100 Amended and Restated Operating Agreement dated March 17, 1999 of Apache Canyon Gas, LLC B-101 Articles of Incorporation, dated November 19, 1999, of Far Gas Acquisition Corporation B-102 Amended and Restated Bylaws, dated January 6, 1997, of Far Gas Acquisition Corporation B-103 Certificate of Formation dated May 31, 2001 of Forest City, LLC B-104 Limited Liability Company Agreement dated May 31, 2001 of Forest City, LLC B-105 Certificate of Formation of Forest City Gathering, LLC, dated July 27, 2001. B-106 Limited Liability Company Agreement dated August 3, 2001 of Forest City Gathering, LLC B-107 Articles of Incorporation for a Close Corporation dated May 20, 1999 of KLT Gas Operating Company

B-108 Bylaws of KLT Gas Operating Company, dated June 21, 1999. B-109 Articles of Organization, dated January 12, 2000, and Amended Articles of Organization, dated January 17, 2000, of Patrick KLT Gas, LLC B-110 Members Agreement and Operating Agreement, dated January 14, 2000, of Patrick KLT Gas, LLC B-111 Amended Articles Accepting Close Corporation Law dated May 19, 2000 of KLT Telecom Inc. B-112 Amended and Restated Bylaws of KLT Telecom Inc., dated July 3, 2000. B-113 Certificate of Incorporation, dated May 28, 1997, and Certificate of Amendment, dated June 27, 1997, of Advanced Measurement Solutions, Inc. B-114 Bylaws dated June 5, 1997 of Digital Systems Engineering, Inc. (now known as Advanced Measurement Solutions, Inc.) B-115 Articles of Organization dated May 12, 1998 of Copier Solutions, LLC B-116 Operating Agreement dated June 2, 1998 of Copier Solutions, LLC B-117 Restated Certificate of Incorporation dated February 12, 1999 of eChannel, Inc. B-118 Certificate of Formation, dated January 8, 1997, and Certificate of Amendment, dated January 20, 1998, of Municipal Solutions, LLC B-119 Limited Liability Company Agreement dated January 9, 1997 of Municipal Solutions, LLC B-120 Certificate of Formation, dated January 8, 1997,and Certificate of Amendment, dated January 20, 1998, of Telemetry Solutions, LLC B-121 Limited Liability Company Agreement dated January 9, 1997 of Telemetry Solutions, LLC

B-122 Certificate of Organization Limited Liability Company dated August 17, 2000 of Globalutilityexchange.com, LLC B-123 Restated Articles of Incorporation dated April 16, 1998 of DTI Holdings, Inc. B-124 Bylaws of DTI Holdings, Inc., as amended through April 19, 2001 B-125 Second Restated Articles of Incorporation dated April 16, 1998 of Digital Teleport, Inc. B-126 Bylaws of Digital Teleport, Inc., as amended through April 19, 2001 B-127 Articles of Organization dated October 31, 2001 of Digital Teleport Nationwide, LLC B-128 Articles of Incorporation dated September 18, 1998 of Digital Teleport of Virginia, Inc. B-129 Bylaws of Digital Teleport of Virginia, Inc. E-1 KCP&L Employee Electrical Appliance and Computer Sales Program E-2 KCP&L Residential Heating and Cooling Systems Program F-9 Classified plant accounts and related depreciation or amortization reserve schedules of KCP&L for the year ended December 31, 2001. F-12 Chart of accounts of KLT Inc. and its subsidiaries as of December 31, 2001 F-13 Chart of accounts of R.S. Andrews Enterprises, Inc. and its subsidiaries as of December 31, 2001. 2. Item 10. Financial Statements and Exhibits Exhibit F-11, previously submitted in paper format, is replaced in its entirety with the following Exhibit F-11, which is filed herewith in electronic form. Exhibit F-14 is filed herewith.

Wolf Creek Nuclear Operating Corporation ("WCNOC") does not prepare income or cash flow statements. While WCNOC is considered not to be a public utility company for purposes of the Act, the Kansas Corporation Commission deems WCNOC to be an electric public utility under Kansas state law and requires WCNOC to file an annual report (which is filed herewith as Exhibit E- 4). F-11 Statement of Owners' Assets and Statement of Expenses of Wolf Creek Nuclear Operating Corporation for the year ended December 31, 2001. F-14 Classified plant accounts and related depreciation or amortization reserve schedules of Wolf Creek Nuclear Operating Corporation for the year ended December 31, 2001. 3. The following exhibits were inadvertently omitted from the 2001 Form U5S and are filed herewith. Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the Commission and are incorporated herein by reference and made a part hereof. B-130* Shareholders Agreement dated February 6, 2001, between KLT Telecom Inc. and Richard D. Weinstein (Exhibit 10.31 to Form 10-Q for period ended March 31, 2001, File No. 333-50049) B-131 Stockholders Agreement dated May 29, 1998, by and among R.S. Andrews Enterprises, Inc., Home Service Solutions Inc. and R. Stephen Andrews, individually and in his capacity as Voting Trustee and shareholder's representative, and First Amendment to Stockholders Agreement dated as of April 1, 1999, by and among R. S. Andrews Enterprises, Inc. and the stockholders of the Company set forth on the signature pages. C-21 Promissory Note dated November 4, 1994, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation in the face amount of $4,113,163. C-22 Promissory Note dated June 30, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation in the face amount of $4,314,704.

C-23 Promissory Note dated November 3, 1994, due May 15, 2003, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $3,970,378. C-24 Promissory Note dated April 1, 1995, due May 15, 2003, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $4,180,451. C-25 Promissory Note dated October 1, 1995, due May 15, 2003, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $3,955,768. C-26 Promissory Note dated December 9, 1994, due May 15, 2003, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $6,159,643. C-27 Promissory Note dated March 31, 1999, due October 1, 2006, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $2,090,419. C-28 Promissory Note dated August 18, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $3,863,290. C-29 Promissory Note dated July 1, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $3,113,439. C-30 Promissory Note dated May 12, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $5,318,971. C-31 Promissory Note dated November 2, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $3,243,051. C-32 Promissory Note dated March 21, 1997, due May 15, 2005, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $3,563,614. C-33 Promissory Note dated March 21, 1997, due May 15, 2006, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $6,712,389.

C-34 Promissory Note dated January 29, 1998, due May 15, 2006, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $8,613,347. C-35 Promissory Note dated March 30, 1999, due October 1, 2008, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $5,547,350. C-36 Amendment Agreement entered into among KLT Investments Inc., Kansas City Power & Light Company, Great Plains Energy Incorporated and John Hancock Life Insurance Company relating to certain promissory notes issued by KLT Investments Inc., including the promissory notes included in Exhibits C-21 through C-31, and C-33 through C-35. C-37 Amendment Agreement entered into among KLT Investments Inc., Kansas City Power & Light Company, Great Plains Energy Incorporated and Community Reinvestment Fund, Inc., made as of October 1, 2001, relating to the promissory note included in Exhibit C-32. C-38 Remaining Shares Put Option Agreement between KLT Telecom Inc. and Richard D. Weinstein, dated February 6, 2001. C-39 Remaining Shares Call Option Agreement between Richard D. Weinstein and KLT Telecom Inc., dated February 6, 2001. C-40 Lease Agreement dated October 1, 1984, between Kansas Gas and Electric Company and Kansas City Power & Light Company, with letter agreement dated April 9, 1991 between Kansas Gas and Electric Company and Kansas City Power & Light Company. C-41 Facilities Use Agreement by and between St. Joseph Light & Power Company and Kansas City Power & Light Company for Access by Kansas City Power & Light Company to the Cooper-Fairport-St. Joseph 345 Kilovolt Interconnection, dated March 5, 1990.

C-42 Construction and Financing Agreement by and between Associated Electric Cooperative, Inc. and Kansas City Power & Light Company for the Cooper-Fairport-St. Joseph 345 Kilovolt Interconnection, dated March 5, 1990. C-43 Short Term Railcar Lease Agreement between Kansas City Power & Light Company and Midwest Generation LLC, dated October 30, 2001. C-44 Net Lease of Railroad Equipment between Kansas City Power & Light Company and Pullman Leasing Company, dated January 11, 1989. C-45 Master Railcar Lease between The CIT Group/Equipment Financing, Inc. and Kansas City Power & Light Company, dated May 2, 2001. C-46 Master Lease Agreement between The Equipment Funding Group, a Division of Provident Commercial Group, Inc. and Kansas City Power & Light Company, dated June 18, 2001. C-47* Railcar Lease dated as of April 15, 1994, between Shawmut Bank Connecticut, National Association, and Kansas City Power & Light Company (Exhibit 10 to Form 10-Q for period ended June 30, 1994, File No. 1-707). C-48* Railcar Lease dated as of January 31, 1995, between First Security Bank of Utah, National Association, and Kansas City Power & Light Company (Exhibit 10-o to Form 10-K for year ended December 31, 1994, File No. 1-707). C-49* Railcar Lease dated as of September 8, 1998, between CCG Trust Corporation and Kansas City Power & Light Company (Exhibit 10(b) to Form 10-Q for period ended September 30, 1998, File No. 1-707). E-3 Electric Kansas Supplemental 2001 Annual Report to the State of Kansas State Corporation Commission for the year ending December 31, 2001 of Kansas City Power & Light Company (filed on Form SE) E-4 Electric Utility Annual Report of Wolf Creek Nuclear Operating Corporation to the State of Kansas State Corporation Commission for the year ending December 31, 2001 (filed on Form SE).

4. Exhibits filed with this Amendment No. 1. A listing of all exhibits filed with this Amendment No. 1 follows. Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the Commission and are incorporated herein by reference and made a part hereof. B-5 Articles of Incorporation dated February 6, 2001 of Great Plains Power Incorporated B-6 Bylaws dated February 6, 2001 of Great Plains Power Incorporated B-7 Articles of Incorporation as amended February 4, 2000 of Kansas City Power & Light Receivables Company B-8 Bylaws of Kansas City Power & Light Receivables Company B-9 Amended and Restated Certificate of Incorporation dated December 23, 1993 of Wolf Creek Nuclear Operating Corporation B-10 Bylaws as amended December 1, 1993 of Wolf Creek Nuclear Operating Corporation B-11 Articles of Incorporation as amended February 2, 2000 of Home Service Solutions Inc. B-12 Bylaws dated May 7, 1998 of Home Service Solutions, Inc. B-13 Articles of Incorporation as amended September 1, 1998 of Worry Free Service, Inc. B-14 Bylaws dated January 29, 1997 of Worry Free Service, Inc. B-15 Certificate of Incorporation dated May 22, 1998 of R.S. Andrews Enterprises, Inc. B-16 Bylaws of R.S. Andrews Enterprises, Inc., certified on May 22, 1998, with minutes of action dated September 13, 2001, fixing number of directors at four.

B-32 Bylaws of R.S. Andrews of Chattanooga, Inc., dated October 6, 1999. B-33 Articles of Incorporation of R.S. Andrews of Fairfax, Inc. B-34 Bylaws of R.S. Andrews of Fairfax, Inc., dated September 7, 1999. B-35 Articles of Incorporation of R.S. Andrews of Maryland, Inc. B-36 Bylaws of R.S. Andrews of Maryland, Inc., dated August 23, 1999. B-37 Amended and Restated Articles of Incorporation of R.S. Andrews Services, Inc., dated September 1, 1995. B-38 Amended and Restated Bylaws of R.S. Andrews Services, Inc., dated September 1, 1995. B-39 Articles of Incorporation of R.S. Andrews of Stuart II, Inc. B-40 Bylaws of R.S. Andrews of Stuart II, Inc., dated November 2, 1999. B-41 Articles of Incorporation of R.S. Andrews of Tidewater, Inc. B-42 Bylaws of R.S. Andrews of Tidewater, Inc., dated July 26, 1999. B-43 Articles of Incorporation of R.S. Andrews of Wilmington, Inc. B-44 Bylaws of R.S. Andrews of Wilmington, Inc., dated October 6, 1999. B-45 Articles of Incorporation of R.S. Andrews of Jonesboro, Inc. B-46 Bylaws of R.S. Andrews of Jonesboro, Inc., dated November 8, 1999.

B-63 Articles of Incorporation of R.S. Andrews Home Warranty of Texas, Inc. B-64 Articles of Dissolution of R.S. Andrews Home Warranty of Texas, Inc. dated December 31, 2001 B-65 Articles of Incorporation of R.S. Andrews of Orlando, Inc. B-66 Articles of Dissolution of R.S. Andrews of Orlando, Inc. dated December 31, 2001 B-67 Articles of Incorporation of R.S. Andrews of Palm Beach, Inc. B-68 Bylaws of R.S. Andrews of Palm Beach, Inc., dated October 13, 1999. B-69 Articles of Incorporation of R.S. Andrews of Sacramento, Inc. B-70 Articles of Dissolution of R.S. Andrews of Sacramento, Inc. dated December 31, 2001 B-71 Articles of Incorporation of R.S. Andrews Showcase of Atlanta, Inc. B-72 Articles of Dissolution of R.S. Andrews Showcase of Atlanta, Inc. dated December 31, 2001 B-73 Articles of Incorporation of R.S. Andrews of Florida, Inc. B-74 Bylaws of R.S. Andrews of Florida, Inc., dated July 30, 1999. B-75 Articles of Incorporation, Notice of Intent to Dissolve and Articles of Dissolution of R.S. Andrews of Grand Prairie, Inc. B-76 Articles of Incorporation of R.S. Andrews of Stuart I, Inc. B-77 Articles of Dissolution of R.S. Andrews of Stuart I, Inc. dated December 31, 2001

B-94 Amended and Restated Limited Liability Company Agreement dated December 31, 1999 of Custom Energy Holdings, LLC B-95 Certificate of Formation dated September 24, 1998 of Strategic Energy, LLC B-96 Amended and Restated Limited Liability Company Agreement of Strategic Energy, LLC, dated December 31, 1999, and Amendment No. 1 dated April 27, 2001. B-97 Amended Articles Accepting Close Corporation Law dated May 31, 2000 of KLT Gas Inc. B-98 Amended and Restated Bylaws of KLT Gas Inc., dated July 3, 2000. B-99 Certificate of Formation dated December 19, 1995 of Apache Canyon Gas, LLC B-100 Amended and Restated Operating Agreement dated March 17, 1999 of Apache Canyon Gas, LLC B-101 Articles of Incorporation, dated November 19, 1999, of Far Gas Acquisition Corporation B-102 Amended and Restated Bylaws, dated January 6, 1997, of Far Gas Acquisition Corporation B-103 Certificate of Formation dated May 31, 2001 of Forest City, LLC B-104 Limited Liability Company Agreement dated May 31, 2001 of Forest City, LLC B-105 Certificate of Formation of Forest City Gathering, LLC, dated July 27, 2001. B-106 Limited Liability Company Agreement dated August 3, 2001 of Forest City Gathering, LLC B-107 Articles of Incorporation for a Close Corporation dated May 20, 1999 of KLT Gas Operating Company B-108 Bylaws of KLT Gas Operating Company, dated June 21, 1999.

B-109 Articles of Organization, dated January 12, 2000, and Amended Articles of Organization, dated January 17, 2000, of Patrick KLT Gas, LLC B-110 Members Agreement and Operating Agreement, dated January 14, 2000, of Patrick KLT Gas, LLC B-111 Amended Articles Accepting Close Corporation Law dated May 19, 2000 of KLT Telecom Inc. B-112 Amended and Restated Bylaws of KLT Telecom Inc., dated July 3, 2000. B-113 Certificate of Incorporation, dated May 28, 1997, and Certificate of Amendment, dated June 27, 1997, of Advanced Measurement Solutions, Inc. B-114 Bylaws dated June 5, 1997 of Digital Systems Engineering, Inc. (now known as Advanced Measurement Solutions, Inc.) B-115 Articles of Organization dated May 12, 1998 of Copier Solutions, LLC B-116 Operating Agreement dated June 2, 1998 of Copier Solutions, LLC B-117 Restated Certificate of Incorporation dated February 12, 1999 of eChannel, Inc. B-118 Certificate of Formation, dated January 8, 1997, and Certificate of Amendment, dated January 20, 1998, of Municipal Solutions, LLC B-119 Limited Liability Company Agreement dated January 9, 1997 of Municipal Solutions, LLC B-120 Certificate of Formation, dated January 8, 1997,and Certificate of Amendment, dated January 20, 1998, of Telemetry Solutions, LLC B-121 Limited Liability Company Agreement dated January 9, 1997 of Telemetry Solutions, LLC B-122 Certificate of Organization Limited Liability Company dated August 17, 2000 of Globalutilityexchange.com, LLC

B-123 Restated Articles of Incorporation dated April 16, 1998 of DTI Holdings, Inc. B-124 Bylaws of DTI Holdings, Inc., as amended through April 19, 2001 B-125 Second Restated Articles of Incorporation dated April 16, 1998 of Digital Teleport, Inc. B-126 Bylaws of Digital Teleport, Inc., as amended through April 19, 2001 B-127 Articles of Organization dated October 31, 2001 of Digital Teleport Nationwide, LLC B-128 Articles of Incorporation dated September 18, 1998 of Digital Teleport of Virginia, Inc. B-129 Bylaws of Digital Teleport of Virginia, Inc. B-130* Shareholders Agreement dated February 6, 2001, between KLT Telecom Inc. and Richard D. Weinstein (Exhibit 10.31 to Form 10-Q for period ended March 31, 2001, File No. 333-50049) B-131 Stockholders Agreement dated May 29, 1998, by and among R.S. Andrews Enterprises, Inc., Home Service Solutions Inc. and R. Stephen Andrews, individually and in his capacity as Voting Trustee and shareholder's representative, and First Amendment to Stockholders Agreement dated as of April 1, 1999, by and among R. S. Andrews Enterprises, Inc. and the stockholders of the Company set forth on the signature pages. C-21 Promissory Note dated November 4, 1994, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation in the face amount of $4,113,163. C-22 Promissory Note dated June 30, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation in the face amount of $4,314,704. C-23 Promissory Note dated November 3, 1994, due May 15, 2003, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $3,970,378.

C-24 Promissory Note dated April 1, 1995, due May 15, 2003, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $4,180,451. C-25 Promissory Note dated October 1, 1995, due May 15, 2003, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $3,955,768. C-26 Promissory Note dated December 9, 1994, due May 15, 2003, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $6,159,643. C-27 Promissory Note dated March 31, 1999, due October 1, 2006, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $2,090,419. C-28 Promissory Note dated August 18, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of Corporate Credit Inc. in the face amount of $3,863,290. C-29 Promissory Note dated July 1, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $3,113,439. C-30 Promissory Note dated May 12, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $5,318,971. C-31 Promissory Note dated November 2, 1995, due May 15, 2004, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $3,243,051. C-32 Promissory Note dated March 21, 1997, due May 15, 2005, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $3,563,614. C-33 Promissory Note dated March 21, 1997, due May 15, 2006, issued by KLT Investments Inc. to the order of NDH Capital Corporation Inc. in the face amount of $6,712,389.

C-42 Construction and Financing Agreement by and between Associated Electric Cooperative, Inc. and Kansas City Power & Light Company for the Cooper-Fairport-St. Joseph 345 Kilovolt Interconnection, dated March 5, 1990. C-43 Short Term Railcar Lease Agreement between Kansas City Power & Light Company and Midwest Generation LLC, dated October 30, 2001. C-44 Net Lease of Railroad Equipment between Kansas City Power & Light Company and Pullman Leasing Company, dated January 11, 1989. C-45 Master Railcar Lease between The CIT Group/Equipment Financing, Inc. and Kansas City Power & Light Company, dated May 2, 2001. C-46 Master Lease Agreement between The Equipment Funding Group, a Division of Provident Commercial Group, Inc. and Kansas City Power & Light Company, dated June 18, 2001. C-47* Railcar Lease dated as of April 15, 1994, between Shawmut Bank Connecticut, National Association, and Kansas City Power & Light Company (Exhibit 10 to Form 10-Q for period ended June 30, 1994, File No. 1-707). C-48* Railcar Lease dated as of January 31, 1995, between First Security Bank of Utah, National Association, and Kansas City Power & Light Company (Exhibit 10-o to Form 10-K for year ended December 31, 1994, File No. 1-707). C-49* Railcar Lease dated as of September 8, 1998, between CCG Trust Corporation and Kansas City Power & Light Company (Exhibit 10(b) to Form 10-Q for period ended September 30, 1998, File No. 1-707). E-1 KCP&L Employee Electrical Appliance and Computer Sales Program E-2 KCP&L Residential Heating and Cooling Systems Program E-3 Electric Kansas Supplemental 2001 Annual Report to the State of Kansas State Corporation Commission for the year ending December 31, 2001 of Kansas City Power & Light Company (filed on Form SE)

E-4 Electric Utility Annual Report of Wolf Creek Nuclear Operating Corporation to the State of Kansas State Corporation Commission for the year ending December 31, 2001 (filed on Form SE). F-9 Classified plant accounts and related depreciation or amortization reserve schedules of KCP&L for the year ended December 31, 2001. F-11 Statement of Owners' Assets and Statement of Expenses of Wolf Creek Nuclear Operating Corporation for the year ended December 31, 2001. F-12 Chart of accounts of KLT Inc. and its subsidiaries as of December 31, 2001. (pursuant to Rule 26(b)). F-13 Chart of accounts of R.S. Andrews Enterprises, Inc. and its subsidiaries as of December 31, 2001. (pursuant to Rule 26(b)). F-14 Classified plant accounts and related depreciation or amortization reserve schedules of Wolf Creek Nuclear Operating Corporation for the year ended December 31, 2001.

SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Registrant has duly caused this Amendment No. 1 to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated May 21, 2002. Great Plains Energy Incorporated /s/ Andrea F. Bielsker Andrea F. Bielsker Senior Vice President - Finance, Chief Financial Officer and Treasurer

                                                      Exhibit B-5

                                                            FILED
                                                      FEB 06 2001
                                                    /s/Matt Blunt
                                               SECRETARY OF STATE



                                                State of Missouri
                        Rebecca McDowell Cook, Secretary of State

(SEAL OF THE SECRETARY OF STATE
MISSOURI)

Corporations Division
P.O. Box 778, Jefferson City, MO 65102

                    James C. Kirkpatrick State Information Center
            600 W. Main Street, Rm 322, Jefferson City, Mo. 65101


                    Articles of Incorporation
                 (to be submitted in duplicate)

The undersigned natural person(s) of the age of eighteen years or
more for the purpose of forming a corporation under The General
and Business Corporation Law of Missouri adopt the following
Articles of Incorporation:

                           Article One

The name of the corporation is Great Plains Power Incorporated.


                           Article Two

The address, including street and number, if any, of the
corporation's initial registered office in this state is 1201
Walnut, Kansas City, Missouri 64106 and the name of its initial
agent at such address is Jeanie Sell Latz.


                          Article Three

The aggregate number, class and par value, if any, of shares
which the corporation shall have authority to issue shall be:

     Five Hundred (500) shares, all of which shall be no par
     common stock.

The preferences, qualifications, limitations, restrictions,
and the special or relative rights, including convertible
rights, if any, in respect to the shares of each class are
as follows:

     There shall be no preferences, qualifications,
     limitations, restrictions, or special or relative
     rights, including convertible rights, in respect to the
     shares herein authorized.


                          Article Four

The extent, if any, to which the preemptive right of a
shareholder to acquire additional shares is limited or denied.

     No holder of outstanding shares of any class shall have
     any preemptive right to subscribe for or acquire shares
     of stock or any securities of any kind issued by the
     Corporation.


                          Article Five

The  name  and  place  of residence of each  incorporator  is  as
follows:

      Name                 Street                   City

Marcus Jackson    10205 West 121st Street    Overland Park, KS


                           Article Six
    (Designate which and complete the applicable paragraph.)

  (X)  The number of directors to constitute the first board of
       directors is ten (10).  Thereafter the number of directors
       shall be fixed by, or in the manner provided by the bylaws.
       Any changes in the number will be reported to the Secretary
       of State within thirty calendar days of such change.  (NOTE:
       If the number of directors is to be one or two, do not check
       this box.)

     OR

  ( )  The number of directors to constitute the board of
       directors is _____.  (The number of directors to
       constitute the board of directors must be stated herein
       if there are to be less than three directors.  The person
       to constitute the first board of directors may, but not
       need, be named.)


                          Article Seven

The duration of the corporation is perpetual. (indicate either
perpetual or the date the corporation expires)


                          Article Eight

The corporation is formed for the following purposes:

     To acquire or build generation facilities or to engage in
     any other lawful purpose.

     IN WITNESS WHEREOF, these Articles of Incorporation have
been signed on February 6, 2001 (month/day/year).

 /s/Marcus Jackson               Marcus Jackson
 Signature                       Printed Name

 State of MISSOURI     )
                       ) ss
 County of JACKSON     )

     I, Jacquetta L. Hartman, A Notary Public, do hereby certify
that on February 6, 2001, personally appeared before me Marcus
Jackson, who being duly sworn by me, acknowledged that he/she
signed as his/her own free act and deed the foregoing document in
the capacity therein set forth and declared that the statements
therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the
day and year before written.

(Notarial Seal or Stamp)     /s/Jacquetta L. Hartman
(Jacquetta L. Hartman        Notary Public
Notary Public-Notary Seal    My Commission Expires April 8, 2004
STATE OF MISSOURI
RAY COUNTY                   My County of Commission Ray
MY COMMISSION EXP.
APR. 8, 2004)

                                                            FILED
                                                      FEB 06 2001
                                                    /s/Matt Blunt
                                               SECRETARY OF STATE

                                                      Exhibit B-6

                                         Adopted February 6, 2001



                GREAT PLAINS POWER INCORPORATED


                            BY-LAWS


                        FEBRUARY 6, 2001


                 GREAT PLAINS POWER INCORPORATED


                             BY-LAWS



                            ARTICLE I

                             Offices

     Section 1.     The registered office of the Corporation in
the State of Missouri shall be at 1201 Walnut, in Kansas City,
Jackson County, Missouri.

     Section 2.     The Corporation also may have offices at such
other places either within or without the State of Missouri as
the Board of Directors may from time to time determine or the
business of the Corporation may require.


                           ARTICLE II

                          Shareholders

     Section 1.     All meetings of shareholders shall be held at
such place within or without the State of Missouri as may be
selected by the Board of Directors, but if the Board of Directors
shall fail to designate a place for said meeting to be held, then
the same shall be held at the registered office of the
Corporation.

      Section 2.  An annual meeting of the shareholders shall  be
held  on  the first Tuesday of May in each year, if not  a  legal
holiday, and if a legal holiday, then on the first succeeding day
which is not a legal holiday, at ten o'clock in the forenoon, for
the  purpose of electing directors of the Company and transacting
such  other  business  as  may properly  be  brought  before  the
meeting.

     Section 3.     Special meetings of the shareholders may be
called by the Chairman of the Board, by the President, by the
Board of Directors, or by the holders of not less than one-fifth
of all outstanding shares entitled to vote at such meeting.

     Section 4.     Written or printed notice of each meeting of
the shareholders, annual or special, shall be given in the manner
provided in the corporation laws of the State of Missouri.  In
case of a call for any special meeting, the notice shall state
the time, place and purpose of such meeting.

     Any notice of a shareholders' meeting sent by mail shall be
deemed to be delivered when deposited in the United States mail
with postage thereon prepaid addressed to the shareholder at his
address as it appears on the records of the Corporation.

     Section 5.     Meetings of the shareholders may be held
without notice at any time and place, either within or without
the State of Missouri, if all shareholders entitled to vote at
any such meeting shall have waived notice thereof or shall be
present in person or represented by proxy, and any action
required to be taken by shareholders may be taken at any such
meeting.

     Section 6.     At least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each, shall be
prepared by the officer having charge of the transfer book for
shares of the Corporation. Such list, for a period of ten days
prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by
any shareholder at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The original
share ledger or transfer book, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who are
the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.

     Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at any such
meeting.

     Section 7.     Each outstanding share entitled to vote under
the provisions of the Articles of Incorporation of the
Corporation shall be entitled to one vote on each matter
submitted at a meeting of the shareholders.  A shareholder may
vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

     In all elections for directors, each shareholder shall be
entitled to one vote for each share owned by him or her, and each
shareholder may cast the whole number of votes, either in person
or by proxy, for one candidate, or distribute them among two or
more candidates.  There shall be no cumulative voting.

     Section 8.     At any meeting of shareholders, a majority of
the outstanding shares entitled to vote represented in person or
by proxy shall constitute a quorum for the transaction of busi
ness, except as otherwise provided by statute or by the Articles
of Incorporation or by these By-Laws.  The holders of a majority
of the shares represented in person or by proxy and entitled to
vote at any meeting of the shareholders shall have the right
successively to adjourn the meeting to the same or a different
location and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be present.
The time and place to which any such adjournment is taken shall
be publicly announced at the meeting, and no notice need be given
of any such adjournment to shareholders not present at the
meeting.  At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been
transacted at the meeting as originally called.

     Section 9.     Shares standing in the name of another
corporation may be voted by such officer, agent, or proxy, as the
by-laws of such corporation may prescribe, or in the absence of
such provision, as the board of directors of such corporation may
determine.

     Section 10.    The Chairman of the Board, or in his absence
the President of the Corporation, shall convene all meetings of
the shareholders and shall act as chairman thereof.  The Board of
Directors may appoint any other officer of the Corporation or
shareholder to act as chairman of any meeting of the shareholders
in the absence of the Chairman of the Board and the President.

     The Secretary of the Corporation shall act as secretary of
all meetings of shareholders.  In the absence of the Secretary at
any meeting of shareholders, the presiding officer may appoint
any person to act as secretary of the meeting.

     Section 11.    Unless otherwise provided by statute or by
the Articles of Incorporation, any action required to be taken by
shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.


                           ARTICLE III

                       Board of Directors

     Section 1.     The property, business and affairs of the
Corporation shall be managed and controlled by a Board of
Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these By-Laws directed or
required to be exercised or done by the shareholders.

     Section 2.     The Board of Directors shall consist of ten
directors who shall be elected at the annual meeting of the
shareholders.  Each director shall be elected to serve until the
next annual meeting of the shareholders and until his successor
shall be elected and qualified.  Directors need not be share
holders.

     Section 3.     In case of the death or resignation of one or
more of the directors of the Corporation, a majority of the
remaining directors, though less than a quorum, may fill the
vacancy or vacancies until the successor or successors are
elected at a meeting of the shareholders.  A director may resign
at any time and the acceptance of his resignation shall not be
required in order to make it effective.

     Section 4.     The Board of Directors may hold its meetings
either within or without the State of Missouri at such place as
shall be specified in the notice of such meeting, and members of
the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar conversations whereby
all persons participating in the meeting can hear each other and
participating in a meeting in this manner shall constitute
presence in person at the meeting.

     Section 5.     Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors by
resolution shall from time to time determine. The Secretary shall
give at least three days' notice of the time and place of each
such meeting to each director in the manner provided in Section 9
of this Article III.  The notice need not specify the business to
be transacted.

     Section 6.     Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the
President or two members of the Board and shall be held at such
place as shall be specified in the notice of such meeting.  The
Secretary shall give not less than one day's notice of the time,
place and purpose of each such meeting to each director in the
manner provided in Section 9 of this Article III.

     Section 7.     The act of the majority of the directors
present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

      Section  8.  At any meeting of shareholders, a majority  of
the outstanding shares entitled to vote represented in person  or
by  proxy  shall  constitute  a quorum  for  the  transaction  of
business,  except  as otherwise provided by  statute  or  by  the
articles of consolidation or by these By-Laws.  The holders of  a
majority  of  the shares represented in person or  by  proxy  and
entitled  to vote at any meeting of the shareholders  shall  have
the right successively to adjourn the meeting to a specified date
not  longer than ninety days after any such adjournment,  whether
or not a quorum be present.  The time and place to which any such
adjournment is taken shall be publicly announced at the  meeting,
and  no  notice  need  be  given  of  any  such  adjournment   to
shareholders  not present at the meeting.  At any such  adjourned
meeting at which a quorum shall be present, any business  may  be
transacted  which might have been transacted at  the  meeting  as
originally called.

     Section 9.     Whenever under the provisions of the statutes
or of the Articles of Incorporation or of these By-Laws notice is
required to be given to any director, it shall not be construed
to require personal notice, but such notice may be given by
telephone or by telegram addressed to such director at such
address as appears on the books of the Corporation, or by hand
delivery to the regular office of the director, or by mail by
depositing the same in a post office or letter box in a postpaid,
sealed wrapper addressed to such director at such address as
appears on the books of the Corporation.  Such notice shall be
deemed to be given at the time when the same shall be thus
telephoned, telegraphed, hand delivered or mailed.

     Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting except where a director attends
a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened.

     Section 10.    The Board of Directors may by resolution
provide for an Executive Committee of said Board, which shall
serve at the pleasure of the Board of Directors and, during the
intervals between the meetings of said Board, shall possess and
may exercise any or all of the powers of the Board of Directors
in the management of the business and affairs of the Corporation,
except with respect to any matters which, by resolution of the
Board of Directors, may from time to time be reserved for action
by said Board.

     Section 11.    The Executive Committee, if established by
the Board, shall consist of the President of the Corporation and
two additional directors who shall be elected by the Board of
Directors to serve at the pleasure of said Board until the first
meeting of the Board of Directors following the next annual
meeting of shareholders and until their successors shall have
been elected.  Vacancies in the Committee shall be filled by the
Board of Directors.

     Section 12.    Meetings of the Executive Committee shall be
held whenever called by the Chairman or by a majority of the
members of the Committee, and shall be held at such time and
place as shall be specified in the notice of such meeting and
shall be subject to the provisions of Section 4 of this Article
III.  The Secretary shall give at least one day's notice of the
time, place and purpose of each such meeting to each Committee
member in the manner provided in Section 9 of this Article III,
provided, that if the meeting is to be held outside of Kansas
City, Missouri, at least three days' notice thereof shall be
given.

     Section 13.    At all meetings of the Executive Committee, a
majority of the Committee members shall constitute a quorum and
the unanimous act of all the members of the Committee present at
a meeting where a quorum is present shall be the act of the
Executive Committee.  All action by the Executive Committee shall
be reported to the Board of Directors at its meeting next suc
ceeding such action.

     Section 14.  In addition to the Executive Committee provided
for  by  these  By-Laws,  the Board of Directors,  by  resolution
adopted by a majority of the whole Board of Directors, (i)  shall
designate,   as  standing  committees,  an  Audit  Committee,   a
Compensation Committee and a Governance Committee, and  (ii)  may
designate one or more special committees, each consisting of  two
or more directors.  Each standing or special committee shall have
and  may  exercise so far as may be permitted by law and  to  the
extent provided in such resolution or resolutions or in these By-
Laws,  the  responsibilities of the business and affairs  of  the
corporation.   The  Board of Directors may,  at  its  discretion,
appoint qualified directors as alternate members of a standing or
special committee to serve in the temporary absence or disability
of  any member of a committee.  Except where the context requires
otherwise, references in these By-Laws to the Board of  Directors
shall  be  deemed to include the Executive Committee, a  standing
committee  or a special committee of the Board of Directors  duly
authorized and empowered to act in the premises.

     Section 15.  Each standing or special committee shall record
and  keep a record of all its acts and proceedings and report the
same from time to time to the Board of Directors.

      Section  16.  Regular meetings of any standing  or  special
committee, of which no notice shall be necessary, shall  be  held
at such times and in such places as shall be fixed by majority of
the committee.  Special meetings of a committee shall be held  at
the  request  of  any member of the committee.   Notice  of  each
special meeting of a committee shall be given not later than  one
day prior to the date on which the special meeting is to be held.
Notice of any special meeting need not be given to any member  of
a  committee, if waived by him in writing or by telegraph  before
or  after the meeting; and any meeting of a committee shall be  a
legal  meeting without notice thereof having been given,  if  all
the members of the committee shall be present.

      Section 17.  A majority of any committee shall constitute a
quorum for the transaction of business, and the act of a majority
of  those present, by telephone conference call or otherwise,  at
any  meeting at which a quorum is present shall be the act of the
committee.   Members  of  any  committee  shall  act  only  as  a
committee and the individual members shall have no power as such.

      Section  18.  The members or alternates of any standing  or
special  committee shall serve at the pleasure of  the  Board  of
Directors.

     Section 19.    If all the directors severally or
collectively shall consent in writing to any action to be taken
by the directors, such consents shall have the same force and
effect as a unanimous vote of the directors at a meeting duly
held.  The Secretary shall file such consents with the minutes of
the meetings of the Board of Directors.

                           ARTICLE IV

                            Officers

     Section 1.     The officers of the Corporation may include a
Chairman of the Board, a President, one or more Vice Presidents,
a Secretary, and a Treasurer, all of whom shall be appointed by
the Board of Directors.  Any one person may hold two or more
offices except that the offices of President and Secretary may
not be held by the same person.

     Section 2.     The officers shall be elected annually by the
Board of Directors.  The office of the Vice President may or may
not be filled as may be deemed advisable by the Board of
Directors.

     Section 3.     The Board of Directors may from time to time
appoint such other officers as it shall deem necessary or ex
pedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the Board of
Directors or the President may from time to time determine.

     Section 4.     The officers of the Corporation shall hold
office until their successors shall be chosen and shall qualify.
Any officer appointed by the Board of Directors may be removed at
any time by the affirmative vote of a majority of the whole
Board.  If the office of any officer becomes vacant for any
reason, or if any new office shall be created, the vacancy may be
filled by the Board of Directors.

     Section 5.     The salaries, if any, of all officers of the
Corporation shall be fixed by the Board of Directors.


                            ARTICLE V

                  Powers and Duties of Officers

     Section 1.     The President shall be the principal
executive officer of the Corporation.  He/she shall preside at
all meetings of the shareholders and at all meetings of the Board
of Directors, and shall perform such other duties as the Board of
Directors shall from time to time prescribe.

     Section 2.     The President shall have general and active
management of, and exercise general supervision of, the business
and affairs of the Corporation, subject, however, to the right of
the Board of Directors to delegate any specific power to any
other officer or officers of the Corporation, and shall see that
all orders and resolutions of the Board of Directors are carried
into effect.  He/she may sign with the Secretary of the
Corporation stock certificates, deeds, mortgages, bonds,
contracts or other instruments; and in general shall perform all
duties incident to the office of president and such other duties
as may be prescribed by the Board of Directors from time to time.

     Section 3.     In the absence of the President or in the
event of his/her inability or refusal to act, the Vice President
(or in the event there be more than one vice president, the vice
presidents in the order designated, or in the absence of any
designation, then in the order of election) shall perform the
duties of the President and when so acting, shall have the powers
of the President, and shall perform such other duties as from
time to time may be assigned to him/her by the President or by
the Board of Directors.

     Section 4.     The Secretary shall attend all meetings of
the shareholders, the Board of Directors and the Executive
Committee, if any, and shall keep the minutes of such meetings.
He/she shall give, or cause to be given, notice of all meetings
of the shareholders, the Board of Directors and the Executive
Committee, if any, and shall perform such other duties as may be
prescribed by the Board of Directors or President.

     The Secretary shall keep the corporate books and records,
prepare the necessary reports to the State and to the directors.
He/she shall in all respects perform those usual and customary
duties which such officer performs in business corporations.

     Section 5.     The Treasurer shall have the custody of all
moneys and securities of the Corporation.  He/she is authorized
to collect and receive all moneys due the Corporation and to
receipt therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all checks, drafts,
vouchers or other instruments for the payment of money to the
Corporation and to deposit the same to the credit of the
Corporation in such depositaries as may be designated by the
Board of Directors.  He/she is authorized to pay interest on
obligations and dividends on stocks of the Corporation when due
and payable.  He/she shall, when necessary or proper, disburse
the funds of the Corporation, taking proper vouchers for such
disbursements.  He/she shall render to the Board of Directors and
the President, whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as may be
prescribed by the Board of Directors or the President.

     Section 6.     Unless otherwise ordered by the Board of
Directors, the Chairman of the Board, the President or any Vice
President of the Corporation (a) shall have full power and
authority to attend and to act and vote, in the name and on
behalf of this Corporation, at any meeting of shareholders of any
corporation in which this Corporation may hold stock, and at any
such meeting shall possess and may exercise any and all of the
rights and powers incident to the ownership of such stock, and
(b) shall have full power and authority to execute, in the name
and on behalf of this Corporation, proxies authorizing any
suitable person or persons to act and to vote at any meeting of
shareholders of any corporation in which this Corporation may
hold stock, and at any such meeting the person or persons so
designated shall possess and may exercise any and all of the
rights and powers incident to the ownership of such stock.


                           ARTICLE VI

                      Certificates of Stock

     Section 1.     The Board of Directors shall provide for the
issue, transfer and registration of the certificates representing
the shares of capital stock of the Corporation, and shall appoint
the necessary officers, transfer agents and registrars for that
purpose.

     Section 2.     Until otherwise ordered by the Board of Di
rectors, stock certificates shall be signed by the Chairman of
the Board, the President or a Vice President and by the
Secretary.  In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have
been used on, any stock 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 been delivered by the
Corporation, such certificate or certificates may nevertheless be
issued by the Corporation with the same effect as if 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.

     Section 3.     Transfers of stock shall be made on the books
of the Corporation only by the person in whose name such stock is
registered or by his attorney lawfully constituted in writing,
and unless otherwise authorized by the Board of Directors, only
on surrender and cancellation of the certificate transferred.  No
stock certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation. The
person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the
Corporation.


                           ARTICLE VII

                            Dividends

     Dividends may be declared at such times as the Board of
Directors shall determine from the net earnings, or earned
surplus, in accordance with law.  Stock dividends may be declared
if justified and provided capital is not impaired by such action.


                          ARTICLE VIII

                           Fiscal Year

     Section 1.     The fiscal year of the Corporation shall be
the calendar year.

     Section 2.     As soon as practicable after the close of
each fiscal year, the Board of Directors shall cause a report of
the business and affairs of the Corporation to be made to the
shareholders.


                           ARTICLE IX

                        Waiver of Notice

     Whenever by statute or by the Articles of Incorporation or
by these By-Laws any notice whatever is required to be given, a
waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.


                            ARTICLE X

               Indemnification by the Corporation

     The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business Corporation
Law of Missouri, as now in effect or as hereafter amended, any
person made or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative, including an action by
or in the right of the Corporation) by reason of the fact that
he/she is or was a director, officer, employee or agent of the
Corporation or serves any other enterprises as such at the
request of the Corporation.

     The foregoing right of indemnification shall be deemed
exclusive of any other rights to which such persons may be
entitled apart from this Article X.  The foregoing right of
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.


                           ARTICLE XI

                           Amendments

     The Board of Directors may make, alter, amend or repeal By-
Laws of the Corporation by a majority vote of the whole Board of
Directors at any regular meeting of the Board or at any special
meeting of the Board if notice thereof has been given in the
notice of such special meeting.  Nothing in this Article shall be
construed to limit the power of the shareholders to make, alter,
amend or repeal By-Laws of the Corporation at any annual or
special meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such meeting,
provided a quorum is present.

                                                      Exhibit B-7

                                      As Amended February 4, 2000

                    ARTICLES OF INCORPORATION

          KANSAS CITY POWER & LIGHT RECEIVABLES COMPANY

                           ----------


                           ARTICLE ONE
                              NAME

          The name of the corporation (the "Corporation") is:
"Kansas City Power & Light Receivables Company".



                           ARTICLE TWO
                   REGISTERED OFFICE AND AGENT

          The address of the Corporation's registered office in
the State of Delaware is One Commerce Center, Suite 800, City of
Wilmington, County of New Castle.  Its registered agent at such
address is Peter H. Sorensen.



                          ARTICLE THREE
                       OBJECTS AND POWERS

          The nature of the Corporation's business, and its
objects, purposes and powers are as follows:

(1)  to enter into any agreement to purchase for purposes of
     facilitating securitization transactions, purchase loans
     secured by or otherwise acquire, own, hold, sell, transfer,
     exchange or dispose of interests in, or undivided interests
     in, accounts, securities, or other assets of KANSAS CITY
     POWER & LIGHT COMPANY and/or its affiliates which qualify as
     financial assets under generally accepted accounting
     principles (all such assets, "Permitted Assets");

          (2)  to enter into agreements providing for the sale
     issuance of beneficial interests in the form of debt
     securities, equity securities or sales of Permitted Assets
     or undivided interests therein (the "Permitted Sales");

          (3)  to enter into, and perform, any agreement
     providing for the borrowing by the Corporation to facilitate
     any activity authorized herein, either on an unsecured basis
     or secured by a pledge of all or any portion of the
     Corporation's assets, provided that all such borrowings
     shall be either from KANSAS CITY POWER & LIGHT COMPANY or in
     the form of a securitization transaction as described in
     clauses (1) or (2) above (all of the foregoing, "Permitted
     Financings");

          (4)  pending distribution to holders of beneficial
     interests (including debt securities), to invest proceeds in
     short term interest earning assets that mature no later than
     the next scheduled date the proceeds must be distributed
     from the Permitted Financings and the Permitted Sales in
     financial assets, as determined by the Corporation's Board
     of Directors or any officer or agent exercising authority
     delegated by the Corporation's Board of Directors;

          (5)  to service, administer and collect (collectively,
     "servicing") the Permitted Assets, the Permitted Sales and
     the Permitted Financings, and to enter into contracts and
     subcontracts providing for servicing and the delegation of
     such servicing;

          (6)  to enter into any agreement providing for the
     governance, management and administration of the activities
     of the Corporation; and

          (7)  to transact any business, to engage into and
     perform any agreement, to engage in any act or activity, and
     to exercise all powers authorized herein or permitted to
     corporations by the General Corporation Law of Delaware, but
     only to the extent that such business, acts, activity or
     powers are incident or necessary to the foregoing or to the
     accomplishment of such objects, purposes and powers.



                          ARTICLE FOUR
                          CAPITAL STOCK

          4.1. Total Number of Shares.  The total number of
shares of all classes of capital stock ("Shares") which the
Corporation shall have the authority to issue is 10,000,
consisting of 10,000 Shares of common stock, $0.01 par value per
share ("Common Stock").

          4.2. Dividends.  Dividends upon all classes and series
of Shares shall be payable only when, as and if declared by the
Board of Directors from funds lawfully available therefor, which
funds shall include, without limitation, the Corporation's
capital surplus. Dividends upon any series of Shares may be paid
in cash, property, or Shares or other securities or evidences of
indebtedness of the Corporation or any other issuer, as may be
determined by resolution or resolutions of the Board of
Directors.



                          ARTICLE FIVE
                            DIRECTORS

          5.1. Number of Directors.  The Board of Directors of
the Corporation shall consist of not less than three nor more
than five members, including at least one person who is
Independent, and who shall otherwise qualify as provided in
subsection 9.6.1 hereof.  To the fullest extent permitted by
applicable law, including the General Corporation Law of the
State of Delaware as in effect from time to time, each
Independent Director's fiduciary duty in respect of any decision
on any matter referred to in Article Nine shall be to the
Corporation (including its creditors) rather than solely to the
Corporation's stockholders. In furtherance of the foregoing, when
voting on matters subject to the vote of the Board of Directors,
including those matters referred to in Article Nine,
notwithstanding that the Corporation is not then insolvent, each
Independent Director shall take into account the interests of the
creditors of the Corporation as well as the interests of the
Corporation.

          5.2. Reliance upon Records, etc.  A member of the Board
of Directors, or a member of any committee designated by the
Board of Directors, shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the
records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the
Corporation's officers or employees or committees of the Board of
Directors, or by any person as to matters the member reasonably
believes are within such other person's professional, expert or
other competence and who has been selected with reasonable care
by or on behalf of the Corporation.



                           ARTICLE SIX
                         INDEMNIFICATION

          6.1. Indemnification.

          6.1.1.         Each person who was or is made a party
     or is threatened to be made a party to or is involved in any
     action, suit or proceeding, whether civil, criminal,
     arbitral, governmental, administrative, investigative or
     otherwise (hereinafter, a "Proceeding"), by reason of the
     fact that he or she, or a Person of whom he or she is the
     legal representative, is or was a director, officer or
     employee of the Corporation or is or was serving at the
     request of the Corporation as a director, officer or
     employee of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with
     respect to employee benefit plans, whether the basis of such
     proceeding is alleged action in an official capacity as a
     director, officer or employee or in any other capacity while
     serving as a director, officer or employee, shall be
     indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General
     Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the
     extent that such amendment permits the Corporation to
     provide broader indemnification rights than said law
     permitted the Corporation to provide prior to such
     amendment), against all expenses, liability and loss
     (including penalties, fines, judgments, reasonable
     attorneys' fees and charges, and amounts paid or to be paid
     in settlement) reasonably incurred or suffered by such
     person in connection therewith, and such indemnification
     shall continue as to a person who has ceased to be a
     director, officer or employee and shall inure to the benefit
     of his or her heirs, executors and administrators; provided,
     however, that the Corporation shall indemnify any such
     person seeking indemnification in connection with a
     proceeding (or part thereof) initiated by such person (other
     than pursuant to subsection 6.1.2) only if such proceeding
     (or part thereof) was authorized by the Board of Directors
     of the Corporation.  The right to indemnification conferred
     in this subsection 6.1.1 shall be a contract right and shall
     include the right to be paid by the Corporation the
     reasonable expenses incurred in defending any such
     proceeding in advance of its final disposition; provided,
     however, that, if the Delaware General Corporation Law
     requires, the payment of such expenses incurred by a
     director or officer in his or her capacity as a director or
     officer (and in any other capacity in which service was or
     is rendered by such person while a director or officer,
     including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a
     proceeding shall be made only upon delivery to the
     Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advanced if it
     shall ultimately be determined that such director or officer
     is not entitled to be indemnified under this subsection
     6.1.1 or otherwise.

          6.1.2.         If a claim which the Corporation is
     obligated to pay under subsection 6.1.1 is not paid in full
     by the Corporation within 60 days after a written claim has
     been received by the Corporation, the claimant may at any
     time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in
     whole or in part, the claimant shall be entitled to be paid
     also the reasonable expense of prosecuting such claim. It
     shall be a defense to any such action (other than an action
     brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition
     where the required undertaking, if any is required, has been
     tendered to the Corporation) that the claimant has not met
     the standards of conduct which make it permissible under the
     Delaware General Corporation Law for the Corporation to
     indemnify the claimant for the amount claims, but the burden
     of proving such defense shall be on the Corporation. Neither
     the failure of the Corporation (including its Board of
     Directors, independent legal counsel or its shareholders) to
     have made a determination prior to the commencement of such
     action that indemnification of the claimant is proper in the
     circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the
     Corporation (including its Board of Directors, independent
     legal counsel or its shareholders) that the claimant has not
     met such applicable standard of conduct, shall be a defense
     to the action or create a presumption that the claimant has
     not met the applicable standard of conduct.

          6.1.3.         The provisions of this Section 6.1 shall
     cover claims, actions, suits and proceedings, civil or
     criminal, whether now pending or hereafter commenced, and
     shall be retroactive to cover acts or omissions or alleged
     acts or omissions which heretofore have taken place. If any
     part of this Section 6.1 should be found to be invalid or
     ineffective in any proceeding, the validity and
     effectiveness of the regaining provisions shall not be
     affected.

          6.1.4.         The right to indemnification and the
     payment of expenses incurred in defending a proceeding in
     advance of its final disposition conferred in this Section
     6.1 are non-exclusive of any other right which any person
     may have or hereafter acquire under any statute, provision
     of this Certificate of Incorporation, or any Corporation By-
     Law, insurance policy or agreement, vote of shareholders or
     disinterested directors or otherwise.

          6.1.5.         The Corporation may maintain insurance,
     at its expense, to protect itself and any director, officer,
     employee or agent of the Corporation or another corporation,
     partnership, joint venture, trust or other enterprise
     against any such expense, liability or loss, whether or not
     the Corporation would have the power to indemnify such
     person against such expense, liability or loss under the
     Delaware General Corporation Law.

          6.1.6.         The Corporation may, to the extent
     authorized from time to time by the Board of Directors,
     grant rights to indemnification, and rights to be paid by
     the Corporation the expenses incurred in defending any
     proceeding in advance of its final disposition, to any agent
     of the Corporation to the fullest extent of the provisions
     of this Section 6.1 with respect to the indemnification and
     advancement of expenses of directors, officers and employees
     of the Corporation.

          6.2. Limitation of Monetary Damages.  A director shall
not be personally liable to the Corporation or its shareholders
for monetary damages for breach of fiduciary duty as a director,
except this provision shall not eliminate liability of a director
(a) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) for unlawful payment or dividend or
unlawful stock purchase or redemption under Delaware General
Corporation Law, Section 174, or (d) for any transaction from
which the director derived an improper personal benefit.

          Any repeal or modification of this Section 6.2 by the
Corporation's shareholders shall not adversely affect any right
of protection of a director of the Corporation existing at the
time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification. If the
Delaware General Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted
by the amended Delaware General Corporation Law.

          6.3. Severability.  In the event that any of the
provisions of this Article Six (including any provision within a
single sentence) are held by a court of competent jurisdiction to
be invalid, void or otherwise unenforceable, the remaining
provisions are severable and shall remain enforceable to the
fullest extent permitted by law.



                          ARTICLE SEVEN
                          INCORPORATOR

          The name and mailing address of the incorporator is:


          Name            Mailing Address

     Jeanie Sell Latz     1201 Walnut - 21J
                          Kansas City, Missouri 64106-2124



                          ARTICLE EIGHT
                        INITIAL DIRECTORS

          The names and mailing addresses of the initial
directors of the Corporation, each of whom shall serve as a
director until the first annual meeting of Shareholders of until
then successors are elected and qualify, are:


          Andrea F. Bielsker
          Kansas City Power & Light Company
          1201 Walnut - 19E
          Kansas City, Missouri 64106-2124

          Jeanie S. Latz
          Kansas City Power & Light Company
          1201 Walnut - 21J
          Kansas City, Missouri 64106-2124

          Peter H. Sorensen
          Lord Securities Corporation
          Two Wall Street, 7th Floor
          New York, New York 10005


                          ARTICLE NINE
                       SPECIAL PROVISIONS

          In furtherance and not in limitation of the powers
conferred herein and by law, the following provisions for
regulation of the Corporation, its directors and shareholders are
hereby established:

          9.1. Purchase of Shares.  The Corporation shall have
the right to purchase, take, receive or otherwise acquire, hold,
own, pledge, transfer or otherwise dispose of its own Shares to
the full extent of undivided profits, earned surplus, capital
surplus or other surplus or any other funds lawfully available
therefor.

          9.2. Transactions with Certain Persons.  No contract or
other transaction between the Corporation and one or more of its
directors or officers or between the Corporation or any other
person, corporation, firm, association or entity in which one or
more of its directors or officers are directors or officers or
are financially interested, shall be void or voidable because of
such relationship or interest, or because such director or
officer is present at or participates in a meeting of the Board
of Directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction, or solely because his or
her or their votes are counted for such purpose, if such contract
or transaction is permitted by the Delaware General Corporation
Law, Section 144, as now or hereafter in effect.

          9.3. Transfer Restrictions, etc.  Written restrictions
on the transfer or registration of transfer of the Corporation's
Shares, securities or evidences of indebtedness or any interest
therein may be entered into as part of an agreement, adopted as
By-Laws, or recognized by the Corporation as the Corporation's
Board of Directors may determine by resolution or resolutions.
Any such transfer restrictions shall be noted conspicuously on
the security or evidence of indebtedness. The Corporation may
from time to time enter into any agreement to which all, or less
than all, holders of record of the Corporation's issued and
outstanding Shares are parties, restricting the transfer or
registration of transfer of any or all of the Corporation's
Shares, upon such reasonable terms and conditions as may be
approved by resolution or resolutions adopted by the
Corporation's Board of Directors.

          9.4. No Liability of Shareholders.  The holders of
Corporation Shares shall not be personally or otherwise liable to
any extent whatsoever for the payment of the Corporation's debts,
liabilities and obligations, and the private property of the
holders of Corporation Shares shall not be subject to the payment
of the Corporation's debts, liabilities and obligations to any
extent whatsoever.

          9.5. Compromises and Arrangements with Creditors.
[intentionally deleted].

          9.6. Corporate Separateness.  At all times from and
after the establishment of the Corporation:

          9.6.1.         At least one of the Corporation's
     directors shall be a person who is Independent (each such
     director, an "Independent Director"); and

          9.6.2.         The Corporation's assets (other than
     collections on accounts receivable which may be commingled
     with the funds of the Person collecting such accounts
     receivable) will not be commingled with those of any other
     Person; and

          9.6.3.         The Corporation will maintain separate
     corporate records and books of account from those of any
     other Person; and

          9.6.4.         The Corporation will conduct its
     business from an office separate from any direct or ultimate
     parent of the Corporation.

          9.7. Election of Directors.  Elections of directors
need not be by written ballot unless the By-Laws of the
Corporation shall so provide.

          9.8. Bankruptcy, Dissolution, Merger, Indebtedness.

          9.8.1.         Notwithstanding any other provision of
     this Certificate of Incorporation, the unanimous approval of
     the Board of Directors, including the approval of the
     Independent Director, is required for any of the following:
     (a)  the filing by the Corporation of a voluntary bankruptcy
     petition under Section 301 of the Bankruptcy Code, 11 U.S.C.
      301, or any successor thereto; (b) any merger,
     consolidation or other combination of the Corporation with
     any other entity, including KANSAS CITY POWER & LIGHT
     COMPANY; (c) the sale of any assets of the Corporation
     except for Permitted Sales; (d) the amendment of this
     Certificate of Incorporation; or (e) the establishment of
     investment guidelines and criteria for investing proceeds
     from Permitted Financings and Permitted Sales.

          9.8.2.         Notwithstanding any other provision of
     this Certificate of Incorporation and any provision of law
     that otherwise so empowers the Corporation, the Corporation
     shall not, while any Permitted Sale, Permitted Financing or
     other indebtedness of the Corporation is outstanding, do any
     of the following:  (a) voluntarily dissolve the Corporation;
     or (b) other than any indebtedness (i) in connection with a
     Permitted Financing and (ii) in connection with the
     acquisition of Permitted Assets and any agreements entered
     into in connection therewith, incur any additional
     indebtedness of liability for borrowed money, or assume or
     guaranty any indebtedness or liability for borrowed money of
     any entity.

          9.9. Certain Definitions.  As used herein, the
following terms shall have the following meanings:


          "Affiliate" means any Person, other than the
     Corporation, that controls, is controlled by, or under
     common control with the Corporation.  For the purposes
     hereof, a Person shall be considered to be controlled by
     another Person if the latter Person, directly or through one
     or more other "controlled" Persons, (i) possesses the
     authority to appoint 50% or more of the governing body of
     the controlled Person, (ii) owns 50% or more of the voting
     stock of the controlled Person, or (iii) is governed by a
     governing body whose members, or some of them, comprise at
     least 50% of the governing body of the controlled Person.


          "Independent" means, with respect to the Corporation,
     any Person:  (i) who is not an officer, an employee, a
     pensioner, or a beneficial owner, directly or indirectly of
     10% or more of any equity interest in the Corporation or any
     Affiliate thereof, and who is not related by blood, marriage
     or adoption with any of the foregoing Persons; (ii) who has
     not been an employee of the Corporation or any Affiliate in
     the last five years; (iii) who is not affiliated with, or
     employed by, any Person providing services to, any of the
     Corporation's significant customers or suppliers; (iv) who
     is not affiliated with any tax exempt or other organization
     that receives significant contributions from the Corporation
     or any of its Affiliates; and (v) who has not provided and
     is not providing directly or indirectly, whether or not
     through any related corporation, partnership, limited
     liability company, limited liability partnership or other
     Person, legal, accounting or investment banking services for
     the Corporation or any Affiliate. In the case of an
     accountant, an accountant will only be Independent for
     purposes hereof only where he or she also meets the criteria
     of independence described in SEC Regulation S-X, Rule 2-
     01(B) and does not otherwise provide any professional
     services directly or indirectly to the Corporation or its
     Affiliates and none of his or her professional affiliates
     having managerial responsibilities participate in any such
     services.  A Person that is otherwise Independent of the
     Corporation shall not be precluded from serving as an
     Independent Director by virtue of his or her service as a
     director of any direct or indirect subsidiary of the
     Corporation which has articles of incorporation or a
     certificate of incorporation with a limited purpose similar
     to the Corporation's.

          "Person" means any individual, partnership,
     corporation, trust, unincorporated association, limited
     liability company, joint venture or other entity, or any
     government, or any government agency, authority or political
     subdivision thereof, or any other form of entity.

          9.10.     Amendments.  The Corporation reserves the
right to amend, alter, change or repeal any provision (except
Article Three and Sections 5.1, 9.5, 9.6, 9.8, 9.9 and 9.10)
contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute or this Certificate of
Incorporation, and all rights conferred upon shareholders herein
are granted subject to this reservation.

          9.11.     By-Laws.  The Corporation's Board of Directors is
authorized and empowered to amend, alter, change or repeal the
Corporation's By-Laws and to adopt new By-Laws; provided,
however, that the provisions of Sections 1,2,10,12,14,15 and 16
of Article III; Section 2 of Article VI; and the final sentence
of Article XII of the Corporation's By-laws shall not be amended,
altered or changed without the consent of the majority of its
Directors including the Independent Director.



                           ARTICLE TEN
                            DURATION

          The Corporation shall have perpetual duration and
existence.

                                                      Exhibit B-8

          KANSAS CITY POWER & LIGHT RECEIVABLES COMPANY

                             BY-LAWS


                            ARTICLE I
                             OFFICES

          Section 1.     Principal and Registered Office.  The
Corporation's principal office shall be in the City of Kansas
City, County of Jackson, State of Missouri.  The Corporation's
registered office in the State of Delaware shall be in the City
of Wilmington, County of New Castle.

          Section 2.     Other Offices.  The Corporation may also
have offices at such other places, both within and without the
States of Missouri and Delaware, as the Board of Directors may
from time to time determine or the business of the Corporation
may require to the extent not prohibited by law.



                           ARTICLE II
                    MEETINGS OF SHAREHOLDERS

          Section 1.     Location.  All meetings of shareholders
shall be held at the Corporation's principal office in Kansas
City, Missouri, or at such other place either within or without
the States of Missouri or Delaware as shall be designated from
time to time by the Board of Directors and stated in the notice
of the meeting.

          Section 2.     Annual Meetings.  Annual meetings of
shareholders shall be held on the date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.  At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote,
and shall transact any other business as may properly come before
the meeting.

          Section 3.     Notice of Annual Meeting.  Written
notice of the annual meeting stating the place, day and hour of
the meeting shall be given to each shareholder of record entitled
to vote at such meeting not less than 10 nor more than 60 days
before the date of the meeting.

          Section 4.     Special Meetings.  Special meetings of
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may
be called by the Chairman or the President, or a majority of the
Board of Directors, or upon the written request of shareholders
owning not less than 25% of all shares of capital stock of the
Corporation issued and outstanding and entitled to vote at such
meeting.  Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

          Section 5.     Notice of Special Meetings.  Written
notice of a special meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is
called, shall be given to each shareholder entitled to vote at
such meeting, not less than 10 nor more than 60 days before the
date of the meeting.

          Section 6.     Business of Special Meetings.  Business
transacted at any special meeting of shareholders shall be
limited to the purposes stated in the notice.

          Section 7.     Shareholder List.  The officer who has
charge of the Corporation's stock ledger shall prepare and make
at least 10 days before every meeting of shareholders, a complete
list of shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder
and the number of shares registered in the name of each
shareholder.  Such list shall be available for inspection by any
shareholder for any purpose germane to the meeting during
ordinary business hours for a period of at least 10 days prior to
the meeting either at a place within the city where the meeting
is to be held which place is specified in the notice of the
meeting or at the place where the meeting is to be held.  The
list of shareholders entitled to vote also shall be produced and
kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present.
The original stock transfer books shall be the only evidence as
to the shareholders entitled to examine the shareholder list or
stock transfer book, or to vote at any meeting of shareholders.

          Section 8.     Quorum.  The holders of a majority of
the Corporation's shares issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of shareholders for the
transaction of business except as otherwise provided by the
Delaware General Corporation Law or the Certificate of
Incorporation.  If, however, such quorum is not present or
represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present or represented.  At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.  If the
adjournment is for more than 30 days, or if after the adjournment
a new record date is fixed for the adjourned meeting, written
notice of the adjourned meeting shall be given to the
shareholders entitled to vote at the meeting.  Every meeting of
the shareholders may be adjourned from time to time until its
business is completed, and except as provided herein or by
applicable law, no notice need be given of such adjourned
meeting.

          Section 9.     Action by Shareholders.  When a quorum
is present at any meeting, the vote of the holders of a majority
of the shares having voting power present in person or
represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express
provision of the Delaware General Corporation Law or the
Certificate of Incorporation, a different vote is required, in
which case, such express provision shall govern and control the
decision of such question.

          Section 10.    Voting.  Each shareholder shall at every
meeting of the shareholders be entitled to one vote in person or
by proxy for each share having voting power held by such
shareholder, except as may otherwise be provided in the
Certificate of Incorporation or any Certificate of Designation
thereunder.

          Section 11.    Waiver of Notice.  Whenever any notice
is required to be given to any shareholder, a waiver thereof in
writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
equivalent to the giving of such notice.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened.

          Section 12.    Action Without a Shareholders' Meeting.
Any action required to be taken at any annual or special meeting
of shareholders of the Corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may
be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares entitled to
vote on such matters having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted.  Any such consent shall be delivered to the
Corporation at its registered office in the State of Delaware,
its principal place of business, or to an officer or agent of the
Corporation having custody of the minutes of the proceedings of
the shareholders.  Any delivery made to the Corporation's
registered office of corporate action by less than unanimous
written consent shall be given to those shareholders who have not
consented in writing.

          Section 13.    Form of Written Consent.  Every written
consent by a shareholder or shareholders shall bear the date of
signature of each shareholder who signs the consent.  No written
consent shall be effective with respect to the action referred
therein, unless, within 60 days of the earliest date of consent
delivered as required by these By-Laws and the Delaware General
Corporation Law, written consents signed by a sufficient number
of shareholders to take action are delivered to the Corporation
by delivery as provided in Section 12 of this Article II.



                           ARTICLE III
                       BOARD OF DIRECTORS

          Section 1.     General, Powers; Number, Tenure and
Qualifications.  The Corporation's business, properties and
affairs shall be managed by its Board of Directors (the "Board"),
comprised of the number and type of directors determined in the
Certificate of Incorporation.  Directors shall be elected at each
annual meeting of the shareholders, and shall hold office as
provided in the Certificate of Incorporation and until their
successors are elected and qualified.  At all times, at least one
member of the Board of Directors shall be an "Independent
Director" (as defined in Section 9.6.1 of the Certificate of
Incorporation and as further provided in Section 5.1 thereof).

          Section 2.     Vacancies.  Vacancies in the Board shall
be filled by the affirmative vote of a majority of the remaining
directors even though such remaining directors constitute less
than a quorum of the Board.  A director elected to fill a vacancy
shall serve a term as provided in the Certificate of
Incorporation.  Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election
at an annual or special meeting of shareholders.  If there are no
directors in office, then the shareholders may hold a special
meeting to elect directors, at least one of whom shall be an
Independent Director.

          Section 3.     Location of Meetings.  Meetings of the
Board, regular or special, shall be held at the Corporation's
principal office unless otherwise specified in the notice
thereof, in which event the meeting shall be held where specified
in the notice, either within or without the States of Missouri or
Delaware.

          Section 4.     Organizational Meetings.  The first
meeting of each newly-elected Board shall be held on the day and
time specified by the Corporation's Board.  No notice of such
meeting shall be necessary to the newly-elected directors in
order to legally constitute the meeting, provided a quorum is
present.

          Section 5.     Regular Meetings.  Regular meetings of
the Board shall be held at such times and places as the Board by
resolution may determine.

          Section 6.     Special Meetings.  Special meetings of
the Board may be called by the Chairman or President on 24 hours'
personal, telephonic, telegraphic or facsimile notice to each
director, or on three days' written notice to each director.
Upon the written request of a majority of directors constituting
the whole Board, special meetings may be called by the Chairman
or President, and appropriate notice given.  Any notice or waiver
thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the
business to be transacted at, nor the purposes of, such special
meeting except as expressly required by statute, the
Corporation's Certificate of Incorporation or these By-Laws.
Meetings of any committee of the Board may be called by the
Chairman, the President, or by the chairman of the committee, at
any time upon personal, telephonic, telegraphic or written notice
to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such
special meeting.

          Section 7.     Meetings by Conference Telephone, etc.
Meetings of the Board, and of any committee thereof, may be held
by means of a conference telephone or equivalent communication
equipment by which all persons participating in the meeting can
hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

          Section 8.     Quorum.  At all meetings of the Board, a
majority of the directors then holding office shall constitute a
quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a
quorum shall be the act of the Board, except as may otherwise
specifically be provided by statute, the Certificate of
Incorporation or these By-Laws.  If a quorum is not present at
any meeting of the Board, the directors present may adjourn the
meeting from time to time, without notice other than
announcements at the meeting, until a quorum shall be present.

          Section 9.     Action Without a Meeting.  Any action
required or permitted to be taken at any meeting of the Board or
of any committee thereof may be taken without a meeting or vote,
if a written consent setting forth the action taken is signed by
all members of the Board or committee, as the case may be, and
such written consent or consents are filed with the minutes of
proceedings of the Board or of such committee.  Such consents
shall have the same effect on a unanimous vote of the Board.

          Section 10.    Committees.  The Board may, by
resolution passed by a majority of the whole Board, designate one
or more committees, each committee to consist of two or more of
the directors of the Corporation.  Any such committee, to the
extent provided in the resolution or resolutions of the Board,
shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the
Corporation during intervals between meetings of the Board, and
may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have any
power or authority to declare a dividend or distribution from
capital or earned surplus, issue shares of the Corporation, amend
the Certificate of Incorporation, adopt an agreement of merger or
consolidation, recommend to the shareholders the sale, lease or
exchange of all or substantially all of the Corporation's
property and assets, recommend to the shareholders a dissolution
of the Corporation or a revocation thereof, fill vacancies in the
Board, or amend these By-Laws, authorize the issuance of stock or
adopt a certificate of ownership and merger pursuant to Delaware
General Corporation Law, Section 253, or adopt any plan of
bankruptcy or reorganization under the United States Bankruptcy
Code, as amended (the "Bankruptcy Code") or any similar state
laws, or otherwise take any action described in Sections 15 or 16
of this Article III or any other action which requires the
consent of the Independent Director.  Such committee or
committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board.

          Section 11.    Committee Minutes and Reports.  Each
committee shall keep regular minutes of its meetings and report
the same to the Board whenever required or requested.

          Section 12.    Compensation.  The Board shall have the
authority to fix the compensation of directors.  The directors
may be paid a fixed sum for attendance at each meeting of the
Board and/or a stated salary as directors.  No such payment shall
preclude any director from serving the Corporation in any other
capacity and receiving-compensation therefor.  Members of special
or standing committees may be compensated for attending committee
meetings.  The Independent Director shall be paid an annual fee
of not less than $2,500.

          Section 13.    Transactions with Directors, etc.
Insofar as not prohibited by applicable law, no contract or other
transaction between the Corporation and one or more of its
directors or any other corporation, partnership, association or
other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be either void or voidable because of such relationship or
interest, or because such director or directors are present at or
participates in the meeting of the Board or a committee thereof
which authorizes, approves or ratifies such contract or
transaction or solely because his or their votes are counted for
such purpose, if the contract or transaction is fair and
reasonable to the Corporation and if either:

          (a)  The material facts as to such relationship or
     interest and as to the contract or transaction are disclosed
     or are known to the Board or committee which, in good faith,
     authorizes, approves or ratifies the contract or transaction
     by the affirmative vote or consent of a majority of the
     disinterested directors even though the disinterested
     directors are less than a quorum; or

          (b)  The material facts as to his relationship or
     interest and as to such contract or transaction are
     disclosed or are known to the shareholders entitled to vote
     thereon, and the contract or transaction is specifically
     approved in good faith by vote or written consent of the
     shareholders; or

          (c)  The contract or transaction is fair as to the
     Corporation as of the time it is authorized, approved or
     ratified by the Board or a committee thereof or by the
     shareholders.

          Section 14.    Removal of Directors.  Any director may
be removed from office only for cause, and the Independent
Director may only be removed if a successor Independent Director
has been designated who is qualified under the Certificate of
Incorporation, and who is willing and able to serve as the
Independent Director effective immediately upon the removal of
such Independent Director.

          Section 15.    Institution of Insolvency Proceedings.
Notwithstanding anything to the contrary contained in the
Delaware General Corporation Law, the Certificate of
Incorporation or these By-Laws, the unanimous approval of the
Board of Directors is required for the filing by the Corporation
of a voluntary bankruptcy petition under Section 301 of the
Bankruptcy Code, 11 U.S.C.  301, or any successor thereto, or
consent to the institution of bankruptcy or insolvency
proceedings against it, or the filing of a petition or consent to
a petition seeking reorganization or relief under any applicable
federal or state laws relating to bankruptcy or insolvency, or
the consent to the appointment of receiver, liquidation,
assignee, trustee, sequestrator (or other similar official) of
the Corporation or a substantial part of its property, or the
making of any assignment for the benefit of creditors, or, except
as required by law, the admittance in writing of its inability to
pay its debts generally as they become due, or the taking of any
corporate action in furtherance of any such action.  To the
fullest extent  permitted by applicable law, when voting on
matters subject to the vote of the Board of Directors, including
those matters specified in this Section 15, notwithstanding that
the Corporation is not then insolvent, the Independent Director
shall take into account the interests of the creditors of the
Corporation as well as the interests of the Corporation and its
Stockholders.

          Section 16.    Merger, etc.  Notwithstanding anything
to the contrary contained in the Delaware General Corporation
Law, the Certificate of Incorporation or these By-Laws, the
unanimous approval of the Board of Directors including the
Independent Director is required for any of the following:

          (a)  the filing by the Corporation of a voluntary
     bankruptcy petition under Section 301 of the Bankruptcy
     Code, 11 U.S.C.  301, or any successor thereto;

          (b)  any merger, consolidation or other combination of
     the Corporation with any other entity, including Kansas City
     Power & Light Company;

          (c)  the sale of any assets of the Corporation except
     for Permitted Sales;

          (d)  the amendment of this Certificate of
     Incorporation; or

          (e)  the establishment of investment guidelines and
     criteria for investing proceeds from Permitted Financings
     and Permitted Sales.



                           ARTICLE IV
                             NOTICES

          Section 1.     Manner of Giving Notice.  Except as
otherwise required by law, whenever notice is required to be
given to any director or shareholder, such notice requirement can
be satisfied by giving written notice by mail, postage prepaid,
addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall
be deemed to be given at the time when the same is deposited in
the United States mail.  Notice to directors may also be given in
person, or by telegram, facsimile or telephone.

          Section 2.     Waiver of Notice.  Whenever any notice
is required to be given to any shareholder or director of the
Corporation, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.



                            ARTICLE V
                            OFFICERS

          Section 1.     Officers, Election, Terms.  The officers
of the Corporation shall be a President, a Treasurer, and a
Secretary.  The Board may also elect a Chairman of the Board, and
one or more Vice Presidents, Assistant Treasurers, Assistant
Secretaries and such other officers as the Board may from time to
time deem proper.  Subject to paragraph 9.6.1 of the Certificate
of Incorporation, the Corporation's officers shall be elected
annually by the Board at its regular annual organizational
meeting to serve for a term of one year and until their
respective successors are elected and qualified.  If the officers
or any of them for any reason should not be elected at the
regular annual meeting of the Board, they may be elected at any
regular or special meeting of the Board.  Any person may hold two
or more of the offices in the Corporation except the same person
may not serve as President and Secretary (or Assistant
Secretary).  The Board may in its discretion designate one or
more of the Vice Presidents as Executive or Senior Vice
Presidents.

          Section 2.     Duties of the Chairman of the Board.
The Chairman of the Board, if one is elected and serving, shall
preside at all meetings of the shareholders and Board.  He shall
have authority to execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the Corporation.  He shall
have power to endorse, when sold, assigned, transferred or
otherwise disposed of by the Corporation, all certificates or
shares of stock, bonds, or other securities issued by other
corporations, associations, trusts, whether public or private, or
by any government agency thereof, and owned or held by the
Corporation, and to make, execute and deliver all instruments or
assignments of transfer of any of such stocks, bonds or other
securities.  He may, with the approval of the Board, or shall, at
the Board's direction, delegate any or all of such duties to the
President.

          Section 3.     Duties of the President.  The President
shall be the Corporation's chief executive officer and shall be
responsible for all of the operations of the Corporation and
shall report to the Board.

          The President shall be responsible to the Chairman and
to the Board and shall see that all orders and resolutions of the
Board are carried into effect.  He shall, under the direction of
the Board, have general supervision and direction of the other
officers, employees and agents of the Corporation and shall see
that their duties, as assigned by the Board, are properly
performed.  He shall designate and assign the duties of the
officers under his supervision, with the approval of the Board or
at their direction.

          The President shall have authority to execute bonds,
mortgages and other contracts requiring a seal, under the seal of
the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the
Corporation, all certificates for shares, bonds, or other
securities or evidences of indebtedness issued by other
corporations, associations, trusts, whether public or private, or
by any government or agency thereof, and owned or held by the
Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds, or other
securities.  In the absence of the Chairman of the Board, or in
the event a Chairman is not elected, the President shall have
authority to do any and all things delegated to the Chairman of
the Board by the Board or by any committee of the Board having
authority.

          He shall have general authority over the Corporation's
business, and if the office of Chairman of the Board is vacant,
shall exercise the duties and have the powers of the Chairman of
the Board, and shall have such other powers and perform such
other duties as the Board may from time to time prescribe.

          Section 4.     Vice Presidents.  The Vice Presidents
(in order of the Executive Vice President, Senior Vice President
and other Vice Presidents, each class in order of the seniority
of its respective members or as designated by resolution of the
Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said
officers, and shall perform such other duties and exercise such
other powers as the Board, the Chairman of the Board or the
President may prescribe.  One or more Vice Presidents may be
designated by the Board as either "Executive Vice President" or
"Senior Vice President."

          Section 5.     Treasurer.  The Treasurer shall be the
Corporation's chief financial officer and shall have charge and
custody of, and shall be responsible for, all funds and
securities of the Corporation, and shall deposit all such funds
in the name of the Corporation in such banks or other
depositories as shall be selected or authorized to be selected by
the Board; shall render or cause to be rendered a statement of
the condition of the finances of the Corporation at all regular
meetings of the Board, and a full financial report at the annual
meeting of shareholders, if called upon so to do; shall receive
and give receipts for moneys due and payable to the Corporation
from any source whatsoever; and, in general, shall perform or
cause to be performed all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          Section 6.     Assistant Treasurer.  The Assistant
Treasurers shall perform such duties as from time to time may be
assigned to them by the Chairman of the Board, the President, the
Treasurer or the Board. At the request of the Treasurer, or in
case of his absence or inability to act, any Assistant Treasurer
may act in his or her place.

          Section 7.     Secretary.  The Secretary, if present,
shall act as secretary at all meetings of the Board and of the
shareholders and keep the minutes thereof in a book or books to
be provided for that purpose; shall see that all notices required
to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the
seal or cause it or a facsimile thereof to be affixed to all
certificates representing shares of the Corporation and to all
documents the execution of which on behalf of the Corporation
under its seal shall be duly authorized in accordance with the
provisions of these By-Laws; shall have charge of the stock
records of the Corporation; shall see that all reports,
statements and other documents required by law are properly kept
and filed; may sign, with any other proper officer of the
Corporation thereunto authorized, certificates for shares,
securities or evidences of indebtedness of the Corporation; and,
in general, shall perform all the duties incident to the office
of the Secretary and such other duties as from time to time may
be assigned to him by the Chairman of the Board or the Board.

          Section 8.     Assistant Secretaries.  The Assistant
Secretaries shall perform such duties as from time to time may be
assigned to them by the Chairman of the Board, the President, the
Secretary or the Board.  At the request of the Secretary, or in
case of his absence or inability to act, any Assistant Secretary
may act in his place.

          Section 9.     Compensation.  The salaries of the
Corporation's principal officers shall be fixed from time to time
by the Board, after taking account of any recommendations by any
committee to which the power to advise with respect to salaries
is delegated by the Board.  The Board may from time to time
delegate to any principal officer or any committee power to fix
the salaries of other officers, agents, factors and employees.
No officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these By-Laws.

          Section 10.    Other Officers.  The other officers of
the Corporation shall perform such duties and shall exercise such
powers as may be prescribed by the Board, or by the Chairman or
the President acting under authority delegated them by the Board.

          Section 11.    Vacancies.  Vacancies in office arising
from any cause may be filled by action of the Board at any
regular or special meeting of the Board.

          Section 12.    Removal of Officers.  The Board may
remove any officer from office at any time by a majority vote of
the whole Board of Directors.



                           ARTICLE VI
             CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

          Section 1.     Contracts, etc., How Executed.  The
Board may authorize any officer or officers or agent or agents 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 if the Board
so provides may be delegated by the person so authorized; and,
unless so authorized by the Board or these By-Laws, 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.

          Section 2.     Loans.  No loan shall be contracted on
behalf of the Corporation, and no negotiable paper shall be
issued in its name, unless (i) authorized by the Board and the
Certificate of Incorporation, and (ii) all necessary consents as
are required under the Certificate of Incorporation have been
obtained.  When so authorized, the Chairman of the Board, the
President or a Vice President or the Treasurer may effect loans
and advances at any time for the Corporation from any bank, trust
company or other institution or from any firm, corporation or
individual, and for such loans and advances the Chairman of the
Board, the President or a Vice President or the Treasurer shall
make, execute and deliver, with the counter-signature, unless
otherwise authorized by the Board of Directors including the
affirmative vote of the Independent Director, of the Secretary or
an Assistant Secretary, bonds, debentures, promissory notes or
other evidences of indebtedness of the Corporation and, when
authorized as aforesaid, as security for the payment of any and
all loans, advances, indebtedness and liabilities of the
Corporation, may mortgage, pledge, hypothecate or transfer any
real or personal property at any time held by the Corporation and
to that end execute and deliver instruments of mortgage or pledge
or otherwise transfer such property.  Any authority so granted by
the Board may be general or confined to specific instances, and
if the Board so provides, may be delegated by the person so
authorized.

          Section 3.     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 Corporation
shall be signed by such officer or officers, or agent or agents,
as shall from time to time be determined by resolution of the
Board.

          Section 4.     Deposits.  All funds of the Corporation
not otherwise employed shall be deposited from time to time to
the credit of the Corporation or otherwise as the Chairman of the
Board, the President or any other officer or officers authorized
by the Board shall direct in such banks, trust companies or other
depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to
whom power in that respect shall have been delegated by the
Board.  For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the
order of the Corporation may be endorsed, assigned and delivered
by such officer or officers or agent or agents as shall be
determined by the Chairman of the Board, the President or any
other officer or officers designated by the Board.

          Section 5.     General and Special Bank Accounts.  The
Board or the Chairman of the Board, the President or any other
officer or officers designated by the Board may from time to time
authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories
as may be selected by the Board. The Board may make such special
rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these By-Laws, as it may deem
expedient.



                           ARTICLE VII
                             SHARES

          Section 1.     Certificates for Shares.  Every holder
of shares shall be entitled to have a certificate, in such form
as the Board shall prescribe, certifying the number and class of
Corporation shares owned by him.  Each such certificate shall be
signed in the name of the Corporation by the Chairman or Vice
Chairman of the Board, the President or a Vice President, and by
the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary.  The signature of any such officer may be a
facsimile.  In case any officer, transfer agent or registrar who
has signed, or whose facsimile signature has been placed upon,
any such certificate shall cease to be such officer, transfer
agent or registrar, before such certificate shall have been
issued by the Corporation, such certificate may nevertheless be
issued by the Corporation with the same effect as if such person
were such officer, transfer agent or registrar at the date of
issue.  A record shall be kept of the respective names of the
persons, firms or corporations owning the shares represented by
certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of
cancellation.  Every certificate surrendered to the Corporation
for exchange or transfer shall be cancelled, and a new
certificate or certificates shall not be issued in exchange for
any existing certificates until such existing certificate shall
have been so cancel led, except in cases otherwise provided for
in this Article VII.

          Section 2.     Transfer of Shares.  Each transfer of
Corporation shares shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, or with a transfer agent
appointed as provided in this Article VII, upon the payment of
any taxes thereon and the surrender of the certificate or
certificates for such shares properly endorsed and in good
delivery form.  The person in whose name Corporation shares stand
on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation; provided that
whenever any transfer of shares shall be made for collateral
security and not absolutely, such fact, if known to the
Corporation or to any such transfer agent, shall be so expressed
in the entry of transfer if requested by both the transferor and
transferee.

          Section 3.     Regulations.  The Board may make such
rules and regulations as it may deem expedient, not inconsistent
with these By-Laws, concerning the issue, transfer and
registration of certificates for Corporation shares.  It may
appoint, or authorize the Chairman or President to appoint, one
or more transfer agents and one or more registrars, and may
require all certificates for shares of the Corporation to bear
the signature or signatures of any such transfer agents or
registrars.

          Section 4.     Date for Determining Shareholders of
Record.

          (a)  In order that the Corporation may determine the
     shareholders entitled to notice of or to vote at any meeting
     of shareholders or any adjournment thereof or entitled to
     receive payment of any dividend or other distribution or
     allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares
     or for the purpose of any other lawful action, the Board may
     fix in advance, a record date, which record date shall not
     precede the date upon which the resolution fixing the record
     date is adopted, and which shall not be more than 60 nor
     less than 10 days before the date of such meeting. If no
     record date is fixed by the Board, the record date shall be
     at the close of business on the day next preceding the day
     on which notice is given, or, if notice is waived, at the
     close of business on the day next preceding the day on which
     the meeting is held.  A determination of shareholders of
     record entitled to notice of or to vote at a meeting of
     shareholders shall apply to any adjournment of such meeting;
     provided, however, that the Board may fix a new record date
     for the adjourned meeting.

          (b)  If no record date has been fixed by the Board, the
     record date for determining shareholders entitled to consent
     to corporate action in writing without a meeting, when no
     prior action by the Board is required under the Delaware
     General Corporation Law, shall be the first date on which a
     signed written consent setting forth the action taken or
     proposed to be taken is delivered to the Corporation by
     delivery to its registered or principal office.  Delivery to
     the Corporation's registered office shall be by hand or by
     certified or registered mail, return receipt requested.

          Section 5.     Lost, Destroyed and Mutilated
Certificates.  The holder of any Corporation shares or other
securities shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate(s) therefor, and the
Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be
issued to him a new certificate or certificates for shares, upon
the surrender of the mutilated certificate, or in case of loss or
destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee
may, in its discretion, require the owner of the lost, destroyed
or mutilated certificate, or his legal representatives, to give
the Corporation a bond, in such sum and with such surety or
sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the
alleged loss, destruction or mutilation of any such certificate
or the issuance of such new certificate.

          Section 6.     Examination of Books by Shareholders or
Bondholders.  The Board shall, subject to any applicable
statutes, have the power to determine, from time to time, whether
and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents
of the Corporation, or any of them, shall be open to the
inspection of the shareholders or bondholders; and no shareholder
or bondholder shall have any right to inspect any account or book
or document of the Corporation, except as conferred by any such
statute, unless and until authorized so to do by resolution of
the Board or of the shareholders of the Corporation.



                          ARTICLE VIII
                        WAIVER OF NOTICE

          Whenever any notice whatsoever is required to be given
by these By-Laws or by statute, the person entitled thereto may
in person, or in the case of a shareholder by his attorney
thereunto duly authorized, waive such notice in writing
(including, telegraph, cable, radio or wireless), whether before
or after the meeting, or other matter in respect of which such
notice is to be given, and in such event such notice, and any
action to be taken after such notice or after the lapse of a
prescribed period of time, may be taken without such notice and
without the lapse of any period of time.



                           ARTICLE IX
                      BUSINESS COMBINATIONS

          The Corporation expressly elects not to be governed by
Section 203 of the Delaware General Corporation Law.  Any
"business combination" as defined in such Section 203 shall be
governed by the Corporation's Certificate of Incorporation and by
these By-Laws, without giving effect to said Section 203.  This
Article IX shall not be amended, altered or repealed except as
provided by law, and by the Corporation's Certificate of
Incorporation and these By-Laws.



                            ARTICLE X
                              SEAL

          The seal of the Corporation shall be in the form of a
circle and shall bear the word "Delaware", and may also bear the
name of the Corporation and the year of its incorporation.  It
need not be affixed to contracts and other agreements to which
the Corporation is a party for such contracts and agreements to
be binding.



                           ARTICLE XI
                           FISCAL YEAR

          The fiscal year of the Corporation shall end on
December 31 of each year.



                           ARTICLE XII
                           AMENDMENTS

          These By-Laws (including, without limitation, this
Article XII) may be altered, amended or repealed or new By-Laws
may be adopted by (i) the Board solely in the manner prescribed
in the Corporation's Certificate of Incorporation, or by (ii) the
Corporation's shareholders only upon the favorable vote of a
majority of the voting shares and only at an annual or special
meeting of shareholders where the notice of such meeting
specifically described such action and contains a copy of the
proposed alteration, amendment, or new By-Laws.  The foregoing
notwithstanding, Sections 1, 2, 10, 12, 14, 15 and 16 of Article
III and Section 2 of Article VI, and the last sentence of this
Article XII may not be altered, amended or repealed without the
unanimous vote of the Board of Directors, including the
affirmative vote of the Independent Director.

Exhibit B-9

         AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                OF

             WOLF CREEK NUCLEAR OPERATING CORPORATION

     We, Neil S. Carns, President, and Warren B. Wood, Secretary,
of Wolf Creek Nuclear Operating Corporation. a corporation
existing under the laws of the State of Delaware, do hereby
certify as follow:

     FIRST: That the name of the corporation is Wolf Creek Nuclear
Operating Corporation.

     SECOND: That the Certificate of Incorporation of the
Corporation was filed with the Secretary of State, Dover,
Delaware, on the 14th day of April, 1986, and a Restated
Certificate of Incorporation of the Corporation was flied with the
Secretary of State, Dover, Delaware, on the 12th day of December,
1986.

     THIRD: That the amendments to and the restatement of the
Certificate of Incorporation herein reflected have been duly
adopted in accordance with the provisions of Sections 243 and 242
of the General Corporation Law of the State of Delaware and in the
manner prescribed by Section 228 of the General Corporation Law,
unanimous written consent to said amendments and restatement
having been given by all Stockholders of the Corporation.

     FOURTH: That the text of the Certificate of Incorporation of
said Wolf Creek Nuclear Operating Corporation is hereby amended
and restated to read in full as follows:

         AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                OF

             WOLF CREEK NUCLEAR OPERATING CORPORATION

                           ARTICLE FIRST

     The name of the Corporation is Wolf Creek Nuclear Operating
Corporation.

                          ARTICLE SECOND

     Its registered office in the State of Delaware is to be
located at 32 Loockerman Square. Suite L-100, in the City of Dove
County of Kent The name of its registered agent at such address is
United States Corporation Company.

                           ARTICLE THIRD

     The nature of the business or purposes so be conducted or
promoted is to operate, maintain, repair, decontaminate and
decommission the Wolf Creek Generating Station as agent for the
owners of the Station and to engage in any other lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.

                          ARTICLE FOURTH

     (1)  The aggregate number of shares of capital stock which
this corporation shall have authority to issue shall be 100 shares
of Common Stock. No additional shares of capital stock of the
Corporation shall be authorized and issued.

     (2)  The shares of capital stock of the Corporation will be
divided into three classes of Common Stock as follows: forty-seven
(47) shares of 'Class A Stock", with a par value of One Dollar
($1) per share; forty-seven (47) shares of the "Class B Stock",
with a par value of One Dollar ($1) per share; and six (6) shares
of "Class C Stock", with a par value of One Dollar ($1) per share.

     (3)  The shares of all classes of Common Stock shall be
entitled in all respects to equal rights and privileges, except
for voting rights as expressly set forth in this Article.

          (i)  The Board of Directors shall consist of four (4)
     directors. With respect to the election of directors, holders
     of Class A Stock shall vote as a separate class and be
     entitled to elect one (1) director (the "Class A Director");
     holders of Class B Stock shall vote as a separate class and
     be entitled to elect one (1) director (the "Class B
     Director"); and holders of Class C Stock shall vote as a
     separate class and be entitled to elect one (1) director (the
     "Class C Director"). Each class shall act by a majority vote
     of its shareholders in electing the director for the class.
     The remaining director (the "Fourth Director") shall be
     elected by the unanimous vote of all shareholders of all
     classes of Common Stock voting together as a single class.

          (ii) Each of the Class A, Class B and Class C directors
     shall serve for a term of one (1) year and until his
     respective successor shall be elected and shall qualify. The
     holders of any class of Common Stock may, voting as a
     separate class, remove, with or without cause, the director
     who was originally elected by the shareholders of such class,
     voting as a separate class. The Fourth Director shall serve
     at the pleasure of the shareholders. At a meeting of the
     shareholders called for such purpose, the Fourth Director may
     be removed with or without cause by the holders of a majority
     of shares of all classes of common Stock voting together as a
     single class.

          (iii) In the event a vacancy occurs on the Board of
     Directors, that vacancy shall be filled only by a separate
     vote of the holders of that class of Common Stock which had
     elected the original director, except for filling a vacancy
     in the position held by the Fourth Director, which shall be
     filled in the same manner as the Fourth Director was elected.

          (iv) The holders of Class A Stock, Class B Stock, and
     Class C Stock shall in all matters, except as provided for in
     the General Corporation Law of Delaware, this Certificate of
     Incorporation or the By-Laws, vote together as a single class
     with each such share entitled to one vote.

          (4)  All one hundred (100) shares of Common Stock shall
     be issued to the owners of Wolf Creek Generating Station
     proportionately in accordance with their respective ownership
     interests in Wolf Creek Generating Station Unit No. 1 under
     the Wolf Creek Station Ownership Agreement dated December 28,
     1981, as amended prior to the date of such issuance.

          (5) No shareholder shall have the right or power to
     pledge, hypothecate, sell or otherwise dispose of any shares
     of stock in this Corporation (except as additional security
     under the provisions of any mortgage indenture with respect
     to its ownership interest in Wolf Creek Generating Station
     Unit No. 1) unless and to the same extent its respective
     ownership share in the Wolf Creek Generating Station Unit No.
     1 should change. In such event, the holder will surrender or
     cause to be surrendered its certificate representing shares
     of Common Stock to the Corporation for reissuance in
     accordance with Section (4) of this Article and the
     Corporation's By-Laws. Unless and until its respective
     ownership interest in the Wolf Creek Generating Station Unit
     No. 1 should change (in which case such holder will surrender
     or cause to be surrendered its certificate representing
     shares of Common Stock to the Corporation for reissuance in
     accordance with Section (4) of this Article and the
     Corporation's By-Laws), each of the following entities shall
     own and hold all of the following classes of shares of Common
     Stock of the Corporation:

     Kansas Gas and Electric Company         - Class A Shares
     Kansas City Power & Light Company       - Class B Shares
     Kansas Electric Power Cooperative. Inc. - Class C Shares

                           ARTICLE FIFTH

     (1) At all meetings of the Board of Directors, the Class A
Director shall have forty-seven (47) votes, the Class B Director
shall have forty-seven (47) votes, the Class C Director shall have
six (6) votes, and the Fourth Director shall have one (1) vote.

     (2) At all meetings of the Board of Directors, a majority of
the full number of Directors prescribed by Article Fourth of this
Certificate of Incorporation shall be required to constitute a
quorum for the transaction of business, even though there may be
one or more vacancies on the Board of Directors. All actions taken
by the Board of Directors shall require a majority of the votes of
the Directors present at any meeting of the Board of Directors at
which there is a quorum, provided that such majority must include
the votes of Directors who have been elected by the holders of two
(2) or more different classes of Common Stock voting as separate
classes.

                           ARTICLE SIXTH

     The Corporation is to have perpetual existence.

                          ARTICLE SEVENTH

     Subject to the provisions of the laws of the State of
Delaware, the following provisions are adopted for the management
of the business and for the conduct of the affairs of the
Corporation, and for defining, limiting and regulating the powers
of the Corporation, the Directors and the stockholders:

     (a)  The books of the Corporation may be kept outside the
State of Delaware at such place or places as may from time to time
be designated by the Board of Directors.

     (b)  The business and affairs of the Corporation shall be
managed by its Board of Directors.

     (c)  The Corporation reserves the right to amend, alter,
change, add to or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter
prescribed by statute; and all rights herein conferred are granted
subject to this reservation; provided, that no such amendment,
alteration, change, addition to or repeal of any provision hereof
shall be made without the unanimous approval of the holders of all
shares of all classes of Common Stock of the Corporation.

     (d)  In implementation of the Laws of 1986 of the State of
Delaware and of the amendments of Sections 102 and 145 of the
General Corporation Law of the State of Delaware effected by said
Laws of 1986,

          (1)  Directors of the Corporation shall not be liable to
     the Corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a Director, provided that this
     provision shall not eliminate or limit the liability of a
     Director (i) for any breach of a Director's duty of loyalty
     to the Corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section
     174 of Title 8 of the Delaware Code, (iv) for any transaction
     from which the Director derived an improper personal benefit,
     or (v) for any act or omission occurring prior to April 14,
     1986.

          (2)  Directors, officers and employees of the
     Corporation shall receive indemnification and advancement of
     expenses to the fullest extent authorized by Section 145 of
     Title 8 of the Delaware code as so amended.

                      IN WITNESS WHEREOF, we have signed this
Certificate this 23 day of December, 1993.

                              /s/ Neil S. Carns
                              Neil S. Carns President

[SEAL]


ATTEST:

/s/ Warren B. Wood
Warren B. Wood, Secretary

				BY-LAWS
				  OF
		WOLF CREEK NUCLEAR OPERATING CORPORATION
		(as amended effective December 1, 1993)

				ARTICLE I

				OFFICES


	Section 1.	The registered office in the State of Delaware shall
be at 229 South State Street, in the City of Dover, County of Kent,
Delaware.

	Section 2.	The Corporation also may have offices at such other
places both within or without the State of Delaware as the Board of
Directors may from time to time determine or the business of the
Corporation may require.


				ARTICLE II

				SHAREHOLDERS


	Section 1.	All meetings of shareholders shall be held at such
place within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of
meetings.

	Section 2.	Commencing in the year 1987 and in each year
thereafter, annual meetings of shareholders shall be held in December of
each year on the same date of and immediately preceding the regular
meeting of the Board of Directors held in that month.  Annual meetings
of shareholders shall be held for the purpose of electing directors of
the Corporation and transacting such other business as may properly be
brought before the meeting.

	Section 3.	Special meetings of the shareholders, for any purpose
or purposes, may be called by the owners of a majority of those shares
entitled to vote thereat, on ten (10) days written notice to each
shareholder which notice shall state the place, date and hour of the
meeting, and the purpose or purposes for which the meeting is called.

	Section 4.	Notice of the time and place of every meeting of
shareholders shall be delivered personally or mailed not less than ten
(10) days or more than sixty (60) days before the date of the meeting to
each shareholder of record entitled to vote at the meeting.

	Section 5.	Subject to the provisions in the Certificate of
Incorporation, each holder of Common Stock in this Corporation shall be
entitled at each shareholders' meeting to one (1) vote for each share of
Common Stock held by such shareholder.

	Section 6.	A shareholder entitled to vote may vote in person or
by proxy.  A proxy shall not be valid after three (3) years from its
date, unless the proxy provides for a longer period.

	Section 7.	The presence, in person or by proxy, of the holders of
a majority of the shares of all classes of Common Stock shall constitute
a quorum for the transaction of business at meetings of shareholders
except as otherwise provided by the General Corporation Law of Delaware,
by the Certificate of Incorporation or by these By-Laws.  With respect
to any issue which is to be acted upon by the holders of a class of
stock voting as a separate class, the presence, in person or by proxy,
of the holders of a majority of the shares of a given class shall
constitute a quorum of the class and the shareholders of the class shall
be authorized to act on any such issue at any meeting of shareholders.
A duly organized meeting of shareholders present can continue to do
business until adjournment even though enough shareholders withdraw to
leave less than a quorum.

	The holders of a majority of the shares of Common Stock
represented in person or by proxy at any meeting of the shareholders
shall have the right successively to adjourn the meeting without notice,
other than announcement at the meeting, to a specified date not longer
than thirty (30) days after any such adjournment, whether or not a
quorum be present.

	Section 8.	All elections and all other questions shall be
approved by a majority vote of all holders of the shares of all classes
of Common Stock voting together as a single class, unless the question
is one on which by express provisions of the General Corporation Law of
Delaware, these By-Laws or the Certificate of Incorporation a different
vote is required.

	Section 9.	Unless otherwise provided by law or by the Certificate
of Incorporation or by these By-Laws, any action required to be taken by
shareholders may be taken without a meeting if a consent, in writing,
setting forth the action so taken shall be signed by the holders of
outstanding stock, entitled to vote with respect to the subject matter
thereof, having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.  Prompt notice
of the taking of the corporate action without a meeting by less than the
unanimous written consent shall be given to those shareholders who have
not consented in writing.



				ARTICLE III

				BOARD OF DIRECTORS


	Section 1.	The Board of Directors of the Corporation shall
consist of that number of directors as is provided in the Certificate of
Incorporation.  Directors shall be elected in the manner and for the
terms set forth in the Certificate of Incorporation, and they shall have
the number of votes as set forth in the Certificate of Incorporation.

	Section 2.	In the event a vacancy occurs on the Board of
Directors, that vacancy shall be filled in the manner provided in the
Certificate of Incorporation.

	Section 3.	Regular meetings of the Board of Directors may be held
without special notice at such time and at such place as shall from time
to time be determined by the Board of Directors.

	Section 4.	Special meetings of the Board of Directors may be
called by the Chairman of the Board, Vice Chairman of the Board, the
Chief Executive Officer on five (5) days' notice to each director by
written notice or by means of telephone or similar communications
equipment.

	Section 5.	At all meetings of the Board of Directors, a majority
of the full number of directors prescribed by the Certificate of
Incorporation shall be required to constitute a quorum for the
transaction of business, even though there may be one or more vacancies
on the Board of Directors.  All actions taken by the Board of Directors
shall require a majority of the votes of the directors present at any
meeting at which there is a quorum, provided that such majority must
include the votes of directors who have been elected by the holders of
two (2) or more different classes of Common Stock voting as separate
classes.  In the event that not all the Class A, B and C Directors are
present at a meeting, action requiring a vote of the directors may be
taken only on those matters identified on the meeting agenda distributed
to the directors at least five days in advance of the meeting.  If a
quorum shall not be present at any meeting of the directors, the
directors present may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.  Members of the Board of Directors may participate in a meeting
of the Board by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each
other, and participation in a meeting in this manner shall constitute
presence in person at the meeting.

	Section 6.	A director may be removed in the manner set forth in
the Certificate of Incorporation.

	Section 7.	No compensation shall be paid to the directors, but
their reasonable and necessary expenses shall be reimbursed by the
Corporation.


	Section 8.	If all the directors consent in writing to any action,
such action shall be as valid as though it had been authorized by a
meeting of the Board of Directors.

	Section 9.	At the first meeting of the Board of Directors
following each annual meeting of shareholders, the Board of Directors
shall appoint, from its membership, a Chairman and a Vice Chairman.
Annually the position of Vice Chairman shall alternate between the Class
A Director and Class B Director.

	Section 10.	Notwithstanding any provisions in these By-Laws to the
contrary, any action taken by the Board of Directors or any committee of
the Board shall require an affirmative vote of directors who have been
elected by the holders of two (2) or more different classes of Common
Stock voting as separate classes.


				ARTICLE IV

				THE OFFICERS


	Section 1.	The officers of this Corporation shall consist of a
President who shall also be the Chief Executive Officer, one or more
Vice Presidents, a Secretary and a Treasurer, all of whom shall be
appointed by the Board of Directors and shall serve at the pleasure of
the Board.  In addition, the Board of Directors may elect such Assistant
Secretaries, Assistant Treasurers and other officers and agents as they
may deem proper or advisable with such terms of office, powers and
duties as shall be determined from time to time by the Board.  Any one
person, except the President, may hold two or more offices.

	Section 2.	At its first meeting after each annual meeting of the
shareholders, the Board of Directors shall appoint the officers of the
Corporation.  The Fourth Director shall be appointed the President and
Chief Executive Officer of the Corporation.  Any officer appointed by
the Board of Directors may be removed at any time by the Board of
Directors.  If the office of any officer becomes vacant for any reason,
or if any new office shall be created, the vacancy may be filled by the
Board of Directors.

	Section 3.	The Chairman of the Board, and in his absence the Vice
Chairman of the Board, shall preside at all meetings of the shareholders
and at all meetings of the Board of Directors, and they shall perform
such other duties as the Board of Directors shall from time to time
prescribe.


	Section 4.	The President shall be the Chief Executive Officer of
the Corporation, shall have general supervision of the business and
affairs of the Corporation, and shall perform whatever other duties the
Board of Directors may from time to time prescribe, provided all actions
taken by the President and Chief Executive Officer shall be in
accordance with policies approved by the Board of Directors.

	Section 5.	A Vice President shall, in the absence or disability
of the President, perform the duties and exercise the powers of
President.  A Vice President also shall perform whatever duties and have
whatever powers the President or Board of Directors may from time to
time assign.

	Section 6.	The Secretary shall attend all meetings of the
directors or the shareholders and shall keep or cause to be kept a true
and complete record of the proceedings of those meetings.  The Secretary
shall give, or cause to be given, notice of all meetings of the
directors or of the shareholders and shall perform whatever additional
duties the Board of Directors and President may from time to time
prescribe.  He shall have custody of the seal of the Corporation and
shall affix the same to all instruments requiring it, when authorized by
the directors or the President, and attest the same.

	Section 7.	The Treasurer shall have custody of corporate funds.
He shall keep full and accurate accounts of receipts and disbursements
and shall, in general, perform all duties incident to the office of
Treasurer and such other duties as may from time to time be prescribed
by the Board of Directors.

	Section 8.	Assistant Secretaries and Assistant Treasurers, if
appointed by the Board of Directors, shall exercise such powers and
duties and perform such functions as the Board of Directors shall assign
to them from time to time.

	Section 9.	 Contracts, documents and instruments shall be
executed by the President or a Vice President unless the Board of
Directors shall designate another procedure for their execution.

	Section 10.	Whenever an officer is absent or whenever for any
reason the Board of Directors may deem it desirable, the Board may
delegate the powers and duties of an officer to any other officer or
officers or to any director or directors.

	Section 11.	The salaries, if any, of all officers of the
Corporation shall be set by the Board of Directors.



				ARTICLE V

		CERTIFICATES FOR STOCK AND THEIR TRANSFER


	Section 1.	The interest of each shareholder of the Corporation
shall be evidenced by a certificate for shares of Common Stock in such
form as the Board of Directors may from time to time prescribe.  Each
certificate shall be signed by the President or any Vice President and
the Secretary.

	Section 2.	In accordance with the provisions in the Certificate
of Incorporation, shares of the Corporation shall only be transferred
upon the surrender to the Corporation of the share certificates duly
endorsed and accompanied by proper evidence of a transfer of an
ownership interest in the Wolf Creek Generating Station Unit No. 1
pursuant to the Wolf Creek Station Ownership Agreement dated December
28, 1981, as the same may be amended from time to time.  In that event,
the surrendered certificates shall be canceled and new certificates
issued to the person or entity entitled to them based on their
respective ownership interests in the Wolf Creek Generating Station Unit
No. 1.

	Section 3.	In case of the loss or destruction of any certificate
of shares of the Corporation, a new certificate may be issued in lieu
thereof under such regulations and conditions as the Board of Directors
may from time to time prescribe.


				ARTICLE VI

				INSPECTION OF BOOKS

	A shareholder shall have the right to inspect books of the
Corporation to the extent such right may be conferred by law, by these
By-Laws, by the Certificate of Incorporation, or by resolution of the
Board of Directors.


				ARTICLE VII

				CORPORATE SEAL

	The Corporate Seal of the Corporation shall have inscribed thereon
the name of the Corporation and the words "Corporate Seal", "Delaware",
and "1986".  Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.



				ARTICLE VIII

				WAIVER OF NOTICE

	Whenever by law or by the Certificate of Incorporation or by these
By-Laws, any notice whatever is required to be given, a waiver thereof
in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.


				ARTICLE IX

				FISCAL YEAR

	Section 1.	The fiscal year of the Corporation shall be the
calendar year.

	Section 2.	As soon as practical after the close of each fiscal
year, the Board of Directors shall cause a report of the business and
affairs of the Corporation to be made to the shareholders.


				ARTICLE X

				AMENDMENTS

	The By-Laws of the Corporation may be amended, added to, rescinded
or repealed at any meeting of shareholders by the unanimous vote of the
shares of all classes of Common Stock voting together as one class if
notice of such meeting is properly given.


				ARTICLE XI

				EMERGENCY PROVISIONS


	Section 1.	Notwithstanding any different provisions in the
preceding Articles of these By-Laws, the emergency By-Laws provided
herein shall be operative during any
emergency resulting from an attack on the United States or on a locality
in which the Corporation conducts its business or customarily holds
meetings of its Board of Directors or its stockholders, or during any
nuclear or atomic disaster, or during the existence of any catastrophe,
or other similar emergency condition, as a result of which a quorum of
the Board of Directors cannot readily be convened for action.

	Section 2.	During any such emergency, a meeting of the Board of
Directors may be called by any director or, if necessary, by any officer
who is not a director.  The meeting shall be held at such time and
place, within or without the State of Delaware, specified by the person
calling the meeting and in the notice of the meeting which shall be
given to such of the directors as it may be feasible at the time.  Such
advance notice shall be given as, in the judgment of the person calling
the meeting, circumstances permit.  Two (2) directors shall constitute a
quorum for the transaction of business.  To the extent required to
constitute a quorum at the meeting, the officers present shall be
deemed, in order of rank and within the same rank in order of seniority,
directors for the meeting.

	Section 3.	To the extent not inconsistent with the foregoing
emergency provisions, the By-Laws of the Corporation shall remain in
effect during any emergency, or until such time when a quorum of the
Board of Directors becomes available for the transaction of business, at
which time the emergency provisions of these By-Laws shall cease to be
operative.


				ARTICLE XII

				INDEMNIFICATION


	The Corporation shall indemnify to the full extent authorized or
permitted by the General Corporation Law of the State of Delaware, as
now in effect or as hereafter amended, any person who was or is or is
threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative, including an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or serves or served any
other enterprise as such at the request of the Corporation.  Such
indemnification may, in the discretion of the Board of Directors of the
Corporation, include advances of expenses incurred in defending any such
action, suit or proceeding in advance of final disposition thereof,
subject to the provisions of the General Corporation Law of the State of
Delaware.

 	The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which such persons may be entitled
apart from this Article XII.  The foregoing right of indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

                                                     Exhibit B-11

As amended June 2, 2000

                    Articles of Incorporation

                   Home Service Solutions Inc.


                           Article One

The name of the corporation is Home Service Solutions Inc.

                           Article Two

The address, including street and number, if any, of the
corporation's initial registered office in this state is: 1201
Walnut, Kansas City, Missouri 64106-2124 and the name of its
initial agent at such address is Jacquetta Hartman.

                          Article Three

The aggregate number, class and par value, if any, of shares
which the corporation shall have authority to issue shall be:

The aggregate number of shares which the Corporation shall have
authority to issue shall be Sixty Million (60,00,000) shares, all
of which shall be common stock shares of the par value of One
Dollar ($1.00) each, amounting in the aggregate to Sixty Million
Dollars ($60,000,000.00)

The preferences, qualifications, limitations, restrictions, and
the special or relative rights, including convertible rights, if
any, in respect to the shares of each class are as follows:

There shall be no preferences, qualifications, limitations,
restrictions, or special or relative rights, including
convertible rights, in respect to the shares herein authorized.

                          Article Four

The extent, if any, to which the preemptive right of a
shareholder to acquire additional shares is limited or denied.

No holder of outstanding shares of any class shall have any
preemptive right to subscribe for or acquire shares of stock or
any securities of any kind issued by the Corporation.

                          Article Five

The name and place of residence of each incorporator is as
follows:

Name           Street                   City

John J. DeStefano   8636 North Oregon        Kansas City,
Missouri 64154

                           Article Six
     (Designate which and complete the applicable paragraph)

/x/ The number of directors to constitute the first board of
directors is three (3).  Thereafter the number of directors shall
be fixed by, or in the manner provided by the bylaws.  Any
changes in the number will be reported to the Secretary of Sate
within thirty calendar days of such change.

     OR

/ / The number of directors to constitute the board of directors
is ______.  (The number of directors to constitute the board of
directors must be stated herein if there are to be less than
three directors.  The person to constitute the board of directors
may, but need not, be named).

The names of the members of the first Board of Directors are as
follows:

     John J. DeStefano
     Jeanie S. Latz
     Patrice S. Tribble

                          Article Seven

The duration of the corporation is perpetual.

                          Article Eight

The corporation is formed for the following purposes:

To provide for and invest in home services; to carry on any other
lawful businesses; and to have all of the powers conferred upon
corporations organized under The General and Business Corporation
Law of Missouri.

                                                     Exhibit B-12

                                                        CONFORMED





                  HOME SERVICE SOLUTIONS INC.





                             BYLAWS





                       DATED MAY 7, 1998



                   HOME SERVICE SOLUTIONS INC.


                             BYLAWS



                            ARTICLE I

                             Offices

     Section 1.     The registered office of the Corporation in
the State of Missouri shall be at 1201 Walnut, in Kansas City,
Jackson County, Missouri.

     Section 2.     The Corporation also may have offices at such
other places either within or without the State of Missouri as
the Board of Directors may from time to time determine or the
business of the Corporation may require.


                           ARTICLE II

                          Shareholders

     Section 1.     All meetings of shareholders shall be held at
such place within or without the State of Missouri as may be
selected by the Board of Directors, but if the Board of Directors
shall fail to designate a place for said meeting to be held, then
the same shall be held at the registered office of the
Corporation.

     Section 2.     An annual meeting of the shareholders shall
be held on the second Tuesday of April in each year, if not a
legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing
directors of the Corporation and transacting such other business
as may properly be brought before the meeting.

     Section 3.     Special meetings of the shareholders may be
called by the Chairman of the Board, by the President, by the
Board of Directors, or by the holders of not less than one-fifth
of all outstanding shares entitled to vote at such meeting.

     Section 4.     Written or printed notice of each meeting of
the shareholders, annual or special, shall be given in the manner
provided in the corporation laws of the State of Missouri.  In
case of a call for any special meeting, the notice shall state
the time, place and purpose of such meeting.

     Any notice of a shareholders' meeting sent by mail shall be
deemed to be delivered when deposited in the United States mail
with postage thereon prepaid addressed to the shareholder at his
address as it appears on the records of the Corporation.

     Section 5.     Meetings of the shareholders may be held
without notice at any time and place, either within or without
the State of Missouri, if all shareholders entitled to vote at
any such meeting shall have waived notice thereof or shall be
present in person or represented by proxy, and any action
required to be taken by shareholders may be taken at any such
meeting.

     Section 6.     At least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each, shall be
prepared by the officer having charge of the transfer book for
shares of the Corporation. Such list, for a period of ten days
prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by
any shareholder at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The original
share ledger or transfer book, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who are
the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.

     Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at any such
meeting.

     Section 7.     Each outstanding share entitled to vote under
the provisions of the Articles of Incorporation of the
Corporation shall be entitled to one vote on each matter
submitted at a meeting of the shareholders.  A shareholder may
vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

     In all elections for directors, each shareholder shall be
entitled to one vote for each share owned by him or her, and each
shareholder may cast the whole number of votes, either in person
or by proxy, for one candidate, or distribute them among two or
more candidates.  There shall be no cumulative voting.

     Section 8.     At any meeting of shareholders, a majority of
the outstanding shares entitled to vote represented in person or
by proxy shall constitute a quorum for the transaction of busi
ness, except as otherwise provided by statute or by the Articles
of Incorporation or by these Bylaws.  The holders of a majority
of the shares represented in person or by proxy and entitled to
vote at any meeting of the shareholders shall have the right
successively to adjourn the meeting to the same or a different
location and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be present.
The time and place to which any such adjournment is taken shall
be publicly announced at the meeting, and no notice need be given
of any such adjournment to shareholders not present at the
meeting.  At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been
transacted at the meeting as originally called.

     Section 9.     Shares standing in the name of another
corporation may be voted by such officer, agent, or proxy, as the
bylaws of such corporation may prescribe, or in the absence of
such provision, as the board of directors of such corporation may
determine.

     Section 10.    The Chairman of the Board, or in his absence
the President of the Corporation, shall convene all meetings of
the shareholders and shall act as chairman thereof.  The Board of
Directors may appoint any other officer of the Corporation or
shareholder to act as chairman of any meeting of the shareholders
in the absence of the Chairman of the Board and the President.

     The Secretary of the Corporation shall act as secretary of
all meetings of shareholders.  In the absence of the Secretary at
any meeting of shareholders, the presiding officer may appoint
any person to act as secretary of the meeting.

     Section 11.    Unless otherwise provided by statute or by
the Articles of Incorporation, any action required to be taken by
shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.


                           ARTICLE III

                       Board of Directors

     Section 1.     The property, business and affairs of the
Corporation shall be managed and controlled by a Board of
Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.

     Section 2.     The Board of Directors shall consist of three
directors who shall be elected at the annual meeting of the
shareholders.  Each director shall be elected to serve until the
next annual meeting of the shareholders and until his successor
shall be elected and qualified.  Directors need not be share
holders.

     Section 3.     In case of the death or resignation of one or
more of the directors of the Corporation, a majority of the
remaining directors, though less than a quorum, may fill the
vacancy or vacancies until the successor or successors are
elected at a meeting of the shareholders.  A director may resign
at any time and the acceptance of his resignation shall not be
required in order to make it effective.

     Section 4.     The Board of Directors may hold its meetings
either within or without the State of Missouri at such place as
shall be specified in the notice of such meeting, and members of
the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar conversations whereby
all persons participating in the meeting can hear each other and
participating in a meeting in this manner shall constitute
presence in person at the meeting.

     Section 5.     Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors by
resolution shall from time to time determine. The Secretary shall
give at least three days' notice of the time and place of each
such meeting to each director in the manner provided in Section 9
of this Article III.  The notice need not specify the business to
be transacted.

     Section 6.     Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the
President or two members of the Board and shall be held at such
place as shall be specified in the notice of such meeting.  The
Secretary shall give not less than one day's notice of the time,
place and purpose of each such meeting to each director in the
manner provided in Section 9 of this Article III.

     Section 7.     The act of the majority of the directors
present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

     Section 8.     The Board of Directors, by the affirmative
vote of a majority of directors, and irrespective of any personal
interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise.  By resolution,
the Board of Directors may be paid for expenses, if any, of
attendance at each meeting of the Board.

     Section 9.     Whenever under the provisions of the statutes
or of the Articles of Incorporation or of these Bylaws notice is
required to be given to any director, it shall not be construed
to require personal notice, but such notice may be given by
telephone or by telegram addressed to such director at such
address as appears on the books of the Corporation, or by hand
delivery to the regular office of the director, or by mail by
depositing the same in a post office or letter box in a postpaid,
sealed wrapper addressed to such director at such address as
appears on the books of the Corporation.  Such notice shall be
deemed to be given at the time when the same shall be thus
telephoned, telegraphed, hand delivered or mailed.

     Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting except where a director attends
a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened.

     Section 10.    The Board of Directors may by resolution
provide for an Executive Committee of said Board, which shall
serve at the pleasure of the Board of Directors and, during the
intervals between the meetings of said Board, shall possess and
may exercise any or all of the powers of the Board of Directors
in the management of the business and affairs of the Corporation,
except with respect to any matters which, by resolution of the
Board of Directors, may from time to time be reserved for action
by said Board.

     Section 11.    The Executive Committee, if established by
the Board, shall consist of the President of the Corporation and
two additional directors who shall be elected by the Board of
Directors to serve at the pleasure of said Board until the first
meeting of the Board of Directors following the next annual
meeting of shareholders and until their successors shall have
been elected.  Vacancies in the Committee shall be filled by the
Board of Directors.

     Section 12.    Meetings of the Executive Committee shall be
held whenever called by the Chairman or by a majority of the
members of the Committee, and shall be held at such time and
place as shall be specified in the notice of such meeting and
shall be subject to the provisions of Section 4 of this Article
III.  The Secretary shall give at least one day's notice of the
time, place and purpose of each such meeting to each Committee
member in the manner provided in Section 9 of this Article III,
provided, that if the meeting is to be held outside of Kansas
City, Missouri, at least three days' notice thereof shall be
given.

     Section 13.    At all meetings of the Executive Committee, a
majority of the Committee members shall constitute a quorum and
the unanimous act of all the members of the Committee present at
a meeting where a quorum is present shall be the act of the
Executive Committee.  All action by the Executive Committee shall
be reported to the Board of Directors at its meeting next suc
ceeding such action.

     Section 14.    If all the directors severally or
collectively shall consent in writing to any action to be taken
by the directors, such consents shall have the same force and
effect as a unanimous vote of the directors at a meeting duly
held.  The Secretary shall file such consents with the minutes of
the meetings of the Board of Directors.


                           ARTICLE IV

                            Officers

     Section 1.     The officers of the Corporation may include a
Chairman of the Board, a President, one or more Vice Presidents,
a Secretary, and a Treasurer, all of whom shall be appointed by
the Board of Directors.  Any one person may hold two or more
offices except that the offices of President and Secretary may
not be held by the same person.

     Section 2.     The officers shall be elected annually by the
Board of Directors.  The office of the Vice President may or may
not be filled as may be deemed advisable by the Board of
Directors.

     Section 3.     The Board of Directors may from time to time
appoint such other officers as it shall deem necessary or ex
pedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the Board of
Directors or the President may from time to time determine.

     Section 4.     The officers of the Corporation shall hold
office until their successors shall be chosen and shall qualify.
Any officer appointed by the Board of Directors may be removed at
any time by the affirmative vote of a majority of the whole
Board.  If the office of any officer becomes vacant for any
reason, or if any new office shall be created, the vacancy may be
filled by the Board of Directors.

     Section 5.     The salaries, if any, of all officers of the
Corporation shall be fixed by the Board of Directors.


                            ARTICLE V

                  Powers and Duties of Officers

     Section 1.     The Chairman of the Board shall be the
principal executive officer of the Corporation.  He/she shall
preside at all meetings of the shareholders and at all meetings
of the Board of Directors, and shall perform such other duties as
the Board of Directors shall from time to time prescribe.

     Section 2.     The President shall have general and active
management of, and exercise general supervision of, the business
and affairs of the Corporation, subject, however, to the right of
the Board of Directors to delegate any specific power to any
other officer or officers of the Corporation, and shall see that
all orders and resolutions of the Board of Directors are carried
into effect.  He/she may sign with the Secretary of the
Corporation stock certificates, deeds, mortgages, bonds,
contracts or other instruments; and in general shall perform all
duties incident to the office of president and such other duties
as may be prescribed by the Board of Directors from time to time.
In the absence of the Chairman of the Board, or if the office of
Chairman of the Board be vacant, the President shall preside at
all meetings of the shareholders and at all meetings of the Board
of Directors.

     Section 3.     In the absence of the President or in the
event of his/her inability or refusal to act, the Vice President
(or in the event there be more than one vice president, the vice
presidents in the order designated, or in the absence of any
designation, then in the order of election) shall perform the
duties of the President and when so acting, shall have the powers
of the President, and shall perform such other duties as from
time to time may be assigned to him/her by the President or by
the Board of Directors.

     Section 4.     The Secretary shall attend all meetings of
the shareholders, the Board of Directors and the Executive
Committee, if any, and shall keep the minutes of such meetings.
He/she shall give, or cause to be given, notice of all meetings
of the shareholders, the Board of Directors and the Executive
Committee, if any, and shall perform such other duties as may be
prescribed by the Board of Directors or President.

     The Secretary shall keep the corporate books and records,
prepare the necessary reports to the State and to the directors.
He/she shall in all respects perform those usual and customary
duties which such officer performs in business corporations.

     Section 5.     The Treasurer shall have the custody of all
moneys and securities of the Corporation.  He/she is authorized
to collect and receive all moneys due the Corporation and to
receipt therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all checks, drafts,
vouchers or other instruments for the payment of money to the
Corporation and to deposit the same to the credit of the
Corporation in such depositaries as may be designated by the
Board of Directors.  He/she is authorized to pay interest on
obligations and dividends on stocks of the Corporation when due
and payable.  He/she shall, when necessary or proper, disburse
the funds of the Corporation, taking proper vouchers for such
disbursements.  He/she shall render to the Board of Directors and
the President, whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as may be
prescribed by the Board of Directors or the President.

     Section 6.     Unless otherwise ordered by the Board of
Directors, the Chairman of the Board, the President or any Vice
President of the Corporation (a) shall have full power and
authority to attend and to act and vote, in the name and on
behalf of this Corporation, at any meeting of shareholders of any
corporation in which this Corporation may hold stock, and at any
such meeting shall possess and may exercise any and all of the
rights and powers incident to the ownership of such stock, and
(b) shall have full power and authority to execute, in the name
and on behalf of this Corporation, proxies authorizing any
suitable person or persons to act and to vote at any meeting of
shareholders of any corporation in which this Corporation may
hold stock, and at any such meeting the person or persons so
designated shall possess and may exercise any and all of the
rights and powers incident to the ownership of such stock.


                           ARTICLE VI

                      Certificates of Stock

     Section 1.     The Board of Directors shall provide for the
issue, transfer and registration of the certificates representing
the shares of capital stock of the Corporation, and shall appoint
the necessary officers, transfer agents and registrars for that
purpose.

     Section 2.     Until otherwise ordered by the Board of Di
rectors, stock certificates shall be signed by the Chairman of
the Board, the President or a Vice President and by the
Secretary.  In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have
been used on, any stock 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 been delivered by the
Corporation, such certificate or certificates may nevertheless be
issued by the Corporation with the same effect as if 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.

     Section 3.     Transfers of stock shall be made on the books
of the Corporation only by the person in whose name such stock is
registered or by his attorney lawfully constituted in writing,
and unless otherwise authorized by the Board of Directors, only
on surrender and cancellation of the certificate transferred.  No
stock certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation. The
person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the
Corporation.


                           ARTICLE VII

                            Dividends

     Dividends may be declared at such times as the Board of
Directors shall determine from the net earnings, or earned
surplus, in accordance with law.  Stock dividends may be declared
if justified and provided capital is not impaired by such action.


                          ARTICLE VIII

                           Fiscal Year

     Section 1.     The fiscal year of the Corporation shall be
the calendar year.

     Section 2.     As soon as practicable after the close of
each fiscal year, the Board of Directors shall cause a report of
the business and affairs of the Corporation to be made to the
shareholders.


                           ARTICLE IX

                        Waiver of Notice

     Whenever by statute or by the Articles of Incorporation or
by these Bylaws any notice whatever is required to be given, a
waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.


                            ARTICLE X

               Indemnification by the Corporation

     The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business Corporation
Law of Missouri, as now in effect or as hereafter amended, any
person made or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative, including an action by
or in the right of the Corporation) by reason of the fact that
he/she is or was a director, officer, employee or agent of the
Corporation or serves any other enterprises as such at the
request of the Corporation.

     The foregoing right of indemnification shall be deemed
exclusive of any other rights to which such persons may be
entitled apart from this Article X.  The foregoing right of
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.


                           ARTICLE XI

                           Amendments

     The Board of Directors may make, alter, amend or repeal
Bylaws of the Corporation by a majority vote of the whole Board
of Directors at any regular meeting of the Board or at any
special meeting of the Board if notice thereof has been given in
the notice of such special meeting.  Nothing in this Article
shall be construed to limit the power of the shareholders to
make, alter, amend or repeal Bylaws of the Corporation at any
annual or special meeting of shareholders by a majority vote of
the shareholders present and entitled to vote at such meeting,
provided a quorum is present.

     Upon motion duly made, seconded and unanimously adopted, the
undersigned, constituting the Board of Directors of Home Service
Solutions Inc., do this 7th day of May, 1998, adopt the foregoing
Bylaws, Articles I through XI inclusive, as the Bylaws of this
Corporation, and said Bylaws are hereby ratified and adopted by
the undersigned and each of them.

                           /s/John J. DeStefano
                           John J. DeStefano

                           /s/Jeanie S. Latz
                           Jeanie S. Latz

                           /s/Patrice S. Tribble
                           Patrice S. Tribble

                                                     Exhibit B-13

As amended September 1, 1998

                    Articles of Incorporation

                    Worry Free Service, Inc.


                            Article I

The name of the corporation is Worry Free Service, Inc.

                           Article II

The initial registered office of the Corporation in the State of
Missouri shall be located at 1201 Walnut, Kansas City, Missouri
64106.  The name of the initial registered agent at such address
shall be Janee C. Rosenthal.

                           Article III

The aggregate number of shares which the Corporation shall have
authority to issue shall be Fifteen Million Thirty Thousand
(15,030,000) shares, all of which shall be common shares of the
par value of One Dollar ($1.00) each, amounting in the aggregate
to Fifteen Million Thirty Thousand Dollars ($15,030,000.00)

                           Article IV

The holders of capital stock shall have no preemptive rights to
purchase any additional shares of the corporation's capital stock
hereafter issued or any securities exchangeable for or
convertible into such shares or any warrants or any instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.

                            Article V

The name and address of the incorporator is as follows:

     Mark G. English
     1201 Walnut
     Kansas City, MO 64106

                           Article VI

The initial Board of Directors of the Corporation shall consist
of three (3) persons.  Thereafter the number of directors shall
be fixed by the By-Laws of the Corporation and any changes in the
number will be reported to the Secretary of Sate within thirty
(30) calendar days of such change.
                           Article VII

The entire voting power of the Corporation shall be vested
exclusively in the holders of the shares of Common Stock, who
shall be entitled to one (1) vote for each such share held of
record.  In all elections of directors of the Corporation, each
share shall be entitled to one vote as to each director to be
elected and no shareholder shall have the right to cast votes in
the aggregate or to cumulate the votes for the election of any
director, and cumulative voting of shares in elections of
directors is hereby specifically negated.  Except as otherwise
provided in these Articles of Incorporation, the holders of
shares of Common Stocks shall be entitled to vote on any matter
which properly comes before a meeting of the shareholders of the
corporation and a majority of all of the votes cast by the
holders of the shares of Common Stock at a meeting of the
shareholders at which a quorum is present shall be sufficient to
approve any matter which properly comes before the meeting.


                          Article VIII

The Corporation shall have perpetual existence.

                           Article IX

The purpose for which this Corporation is formed is to engage in
any lawful business as permitted under the General and Business
Corporation Law of Missouri, and to carry on any other lawful
business whatsoever which is calculated directly or indirectly to
promote the interest of the Corporation or to enhance the value
of its property and to have and expedite all of the rights,
powers and privileges which are now or hereafter may be conferred
by the Laws of Missouri now enacted or hereinafter enacted
pertaining to this Corporation, or corporations of this class.

                            Article X

The By-Laws of the Corporation shall be adopted at the first
meeting of the Board of Directors of the Corporation.
Thereafter, the By-Laws of the Corporation may be repealed,
altered or amended by the Board of Directors at any meeting of
the Board of Directors, regular or special.

                           Article XI

The Corporation reserves the right to amend, alter, modify,
change or repeal any provision contained in these Articles of
Incorporation, or any amendment of the provisions hereof, in the
manner now or hereafter prescribed by statute, and all rights and
powers conferred herein on shareholders, directors, and officers
are subject to this reserve power; provided, however, that in
default of express statutory provision therefore, these Articles
of Incorporation may be amended in any respect by a majority vote
of the shareholders.

                                                     Exhibit B-14

                             BY-LAWS
                               OF
                    WORRY FREE SERVICE, INC.

                            ARTICLE I

                        Name and Location

     Section 1.     The name of the corporation shall be the name
set forth in the Articles of Incorporation, or such name as
adopted by the shareholders by Amendment to the Articles of
Incorporation from time to time.

     Section 2.     The corporation shall have offices and places
of business at such other place or places either within or
without the State of Missouri as may be determined from time to
time by the Board of Directors.

                           ARTICLE II

                          Shareholders

     Section 1.     The annual meeting of the shareholders of
this corporation for the election of directors and the
transaction of such other business as may properly come before
such meetings shall be held on the second Tuesday in April of
each year, if not a legal holiday, and if a legal holiday, then
on the next business day thereafter commencing with the year
1997.

     Section 2.     Special meetings of the shareholders may be
called at any time by the President, Board of Directors, or the
holders of not less than one-fifth (1/5) of the outstanding
shares of common stock entitled to vote at such meeting.

     Section 3.     Annual and special meetings of the
shareholders shall be held at the then registered office of the
corporation or at such other place within or without the State of
Missouri as the notice of such meeting shall specify, or as the
shareholders may agree.

     Section 4.     Written or printed notice of each meeting of
shareholders stating the place, day and hour of the meeting, and,
in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered or given not less than
ten (10) or more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of
the President or the Secretary or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at
such meeting.

     Section 5.     Any shareholders' meeting may be adjourned
from time to time until its business is completed, and the
shareholders present at any meeting, or any adjourned meeting,
though less than a quorum, may adjourn from time to time to a
specified date not longer than ninety (90) days after such
adjournment, without the notice other than announcement at the
meeting, until a quorum shall be obtained.

     Section 6.     At all meetings of the shareholders of this
corporation, the shareholders of record on the books of the
corporation holding a majority of the outstanding shares of
common stock entitled to vote shall constitute a quorum.  Every
decision of a majority of such quorum shall be valid as a
corporate act unless a larger vote is required by the Articles of
Incorporation, these By-Laws or the laws of the State of Missouri
then in effect.

     Section 7.     At any meeting of the shareholders, the
shareholders entitled to vote at such meeting may be represented
by proxy, evidence of which shall be in writing and exhibited to
the proper officers.

     Section 8.     At a meeting of the shareholders, inspectors
of election shall be required only upon the request of the
holders and proxies of holders of a majority of the stock
represented at such meeting.

     Section 9.     Any shareholder may waive notice of any
shareholders' meeting either in writing or by telegram, before or
after the time of such meeting and whether such shareholder
attends the meeting or not, and the presence of the shareholder
in person or by proxy at any shareholders' meeting shall be a
waiver of any notice required herein or by law provided for
except where a shareholder attends a meeting for the express
purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.  Whenever all
persons entitled to vote at any meeting or the shareholders
consent either by a writing on the records of the meeting, or
filed with the Secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the proceedings
at such meeting shall be as valid as if had at a meeting
regularly called and noticed, and at such meeting any business,
including the election of directors, may be transacted unless
excepted from the written consent or unless objected to at the
time for want of notice.  If any meeting of the shareholders be
irregular for want of notice, or of such consent, provided a
quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid,
and the irregularity or defect therein waived, by a writing
signed by all persons having the right to vote at such meeting.
Such consent or ratification and approval may be by proxy or
attorney, but all such proxies and powers of attorney must be in
writing and delivered to the Secretary.

     Section 10.    Persons holding stock which has been pledged,
or holding stock as executor, administrator, guardian or trustee,
may represent and vote the same on all issues.

     Section 11.    In all elections of directors, directors
shall be elected by a plurality of the votes cast by the holders
of shares entitled to cast votes for such directors.  The
directors shall not be elected by cumulative voting.

     Section 12.    Any action required by the shareholders to be
taken at a meeting of the shareholders of the corporation, or any
action which may be taken at a meeting of the shareholders, may
be taken without a meeting if consent in writing, setting forth
the action so to be taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter
thereof.  Such consent shall have the same force and effect as a
unanimous vote of the shareholders at a meeting duly held and may
be stated as such in a certificate or document filed by the
corporation.  The Secretary shall file such consent with the
minutes of the meeting of the shareholders.

                           ARTICLE III

                       Board of Directors

     Section 1.     The initial Board of Directors shall consist
of three (3) persons, which persons shall be elected by the
incorporators to serve until the first meeting of the
shareholders.  Thereafter, the Board of Directors shall consist
of three (3) persons, or such number of persons as set forth in
the amendments to these By-Laws made from time to time, which
persons shall be elected by the shareholders at the first meeting
of the shareholders and thereafter at the annual meeting or at a
special meeting called for that purpose.  Each director shall
hold office until the next succeeding annual meeting of
shareholders or until such director's successor is duly elected
and qualified, unless such director resigns or is removed from
office at an earlier date.  The directors shall hold office at
the pleasure of the shareholders and may be removed at any time,
with or without cause, by a majority vote of the shareholders.
In case of the death, resignation or removal of one or more of
the directors of the corporation, a majority of the survivors or
remaining directors may fill the vacancy or vacancies until the
successor or successors are elected at the next annual meeting of
the shareholders or until a special shareholders' meeting shall
be called and held to fill such vacancy or vacancies.

     Section 2.     All meetings of the Board of Directors of
this corporation may be held within or without the State of
Missouri as may be provided in the resolution or notice calling
such meeting.  The annual meeting of the directors for the
purpose of electing officers and transacting such other business
as may come before the meeting shall be held on the same day of
each year as the annual meeting of the shareholders and
immediately following its adjournment.  No notice of such annual
meeting of the directors need be given.  If for any reason such
annual meeting of the directors is not or cannot be held as
herein prescribed, the officers may be elected at the first
meeting of the directors thereafter called pursuant to these By-
Laws.  Regular meetings of the Board of Directors shall be held
at such times as the Board may from time to time provide and
without any notice other than the resolution or action providing
for such meetings.  Special meetings of the Board of Directors
may be called at any time upon the call of any member of the
Board.  Written notice of all special meetings of the Board of
Directors shall be given to each director, which notice shall
state the time, place and purpose of such meeting, and shall be
personally served upon each director at least one day before such
meeting, or sent by mail or telegram at least two days before
such meeting, addressed to the last known residence or place of
business of each director.  Attendance of a director at any
meeting, whether regular or special, shall constitute a waiver of
notice of such meeting except where a director attends a meeting
for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Whenever all persons entitled to vote at any meeting of the
directors consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the
proceedings at such meeting shall be as valid as if had at a
meeting regularly called and noticed, and at such meeting any
business may be transacted which is not excepted from the written
consent or objected to at the time for want of notice.  If any
meeting of the directors shall be irregular for want of notice,
or of such consent, provided a quorum was present at such
meeting, the proceedings of such meeting may be ratified and
approved and rendered likewise valid, and the irregularity or
defect therein waived, by a writing signed by all persons having
the right to vote at such meeting.  Whenever any notice is
required to be given to any director under any provisions of the
By-Laws, a waiver thereof in writing, signed by the person
entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

     Section 3.     A majority of the Board of Directors shall
constitute a quorum for the transaction of business, and the act
of the majority of the directors present at a meeting at which a
quorum is present shall be valid as a corporate act, except as
may be otherwise specifically required by law or by the Articles
of Incorporation or by these By-Laws; and if less than a quorum
be present at any meeting, those present may adjourn from time to
time and fix dates for subsequent meetings until a quorum shall
be present.

     Section 4.     The property and business of the corporation
shall be controlled and managed by the Board of Directors which
may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-Laws directed or required to be
exercised or done by the shareholders.

     Section 5.     The Board of Directors may by resolution
adopted by a majority of the entire Board, designate two or more
of the directors to constitute an agent or committee of the
Board, which agent or committee shall have and exercise all of
the authority of the Board of Directors to the extent provided in
said resolution in the management of the corporation and may have
the power to authorize the seal of the corporation to be affixed
to all papers which may require it.  Such agent or committee
shall keep a regular record of the actions taken in accordance
with the resolution authorizing such agent or committee to act
and shall report the same to the Board of Directors when
required.

     Section 6.     Directors as such shall not receive any
stated salary for their services but by resolution of the Board
of Directors a fixed sum and expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of
the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.

                           ARTICLE IV

                            OFFICERS

     Section 1.     The officers of the corporation shall consist
of a President, a Vice President, the Secretary, a Treasurer and
such other officers as may be deemed necessary to carry out the
purposes for which the corporation was formed.  The Board of
Directors may choose and appoint additional Vice Presidents, and
one or more Assistant Secretaries and Assistant Treasurers, and
such additional officers and agents, if any, as it may deem
necessary from time to time.  Any two or more offices may be held
by one and the same person.

     Section 2.     The initial officers shall be elected at the
first meeting of the Board of Directors and thereafter shall be
elected at the annual meeting of the Board of Directors.  A
majority of the votes cast shall be necessary for the election of
any person to an office of the corporation.  The officers shall
hold office at the pleasure of the Board of Directors from the
dates of their respective elections and may be removed at any
time with or without cause by a majority vote of all of the
directors.  Absent prior removal by the directors, the officers
shall continue in office from the date of their respective
elections until the first meeting of the Board of Directors after
the next annual meeting of the shareholders and until their
successors are duly elected and qualified.

     Section 3.     The President shall preside at all meetings
of the Board of Directors; shall sign all notes, agreements or
other instruments in writing made and entered into for or on
behalf of the corporation; and sign all certificates of stock,
and shall have general supervision over the business and affairs
of the corporation.  The President of the corporation shall be
its chief officer and shall perform such duties as usually
pertain to that office.

     Section 4.     The Vice Presidents in order of their
seniority shall perform all of the duties of the President in the
event of the death, disability or absence of the President and
such other duties, if any, as may be prescribed by the Board of
Directors.

     Section 5.     The Secretary shall keep an accurate record
of the proceedings of the meetings of the shareholders and
directors; shall give notice of the meetings of the shareholders
and of the directors required by law and these By-Laws; shall
countersign all certificates of stock; shall attach the corporate
seal to stock certificates and to all other documents and
instruments requiring it and shall perform such other duties as
are usually incident to the office of the Secretary.  The
Assistant Secretaries in the order of their seniority shall
perform all of the duties of the Secretary in the event of the
death, disability or absence of the Secretary and such other
duties, if any, as may be prescribed by the Board of Directors.
The Assistant Secretary is specifically authorized to perform the
duties and functions of the Secretary, including but not limited
to the attestation or certification of written documents on
behalf of the corporation and placing the corporate seal on such
documents when the Secretary of the corporation is absent from
the principal place of business and office of the corporation.

     Section 6.     The Treasurer shall have charge of the funds
of the corporation and shall keep an accurate account of all
financial transactions of the corporation.  The Treasurer shall
deposit or cause to be deposited all funds of the corporation in
the corporation's name in such banking institution or
institutions as may be designated by the Board of Directors.  The
Treasurer shall make a report to the shareholders at the annual
shareholders' meeting and shall make additional reports to the
President and to the Board of Directors whenever so directed by
the President or the Board. The Assistant Treasurer is
specifically authorized to perform the duties and functions of
the Treasurer when the Treasurer is absent from the principal
place of business and office of the corporation.  The Assistant
Treasurer shall also perform any other duties as may be
prescribed by the Board of Directors.

     Section 7.     The Board of Directors may require any
officer or officers to furnish the corporation a bond in such
form and sum and with security satisfactory to the Board of
Directors for the faithful performance of the duties of their
offices and the restoration to the corporation in case of death,
resignation or removal from office of such officer or officers of
all books, papers, vouchers, money and other property, whatsoever
kind, in their possession belonging to the corporation.  Nothing
contained in this section shall be construed as requiring such a
bond unless the directors in their discretion determine that such
bond shall be furnished.

     Section 8.     The Board of Directors shall from time to
time in its discretion fix or alter the compensation of any
officer.  The Board of Directors may delegate the power to alter
and fix compensation of any officer by a vote of the majority of
the full Board of Directors by a resolution at any meeting of the
Board of Directors.

     Section 9.     Checks, drafts or other orders for the
payment of money of this corporation shall be signed by such
person or persons as the Board of Directors may from time to time
designate.  A person so designated need not necessarily be an
officer of the corporation.

                            ARTICLE V

       Capitalization, Certificates of Stock and Transfers

     Section 1.     The authorized capital stock of this
corporation shall be as set forth in the Articles of
Incorporation or amendments thereto.

     Section 2.     The holders of capital stock shall have no
preemptive rights to purchase any additional shares of the
corporation's capital stock hereafter issued or any securities
exchangeable for or convertible into such shares or any warrants
or any instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire such shares.

     Section 3.     The certificates of stock of this corporation
shall be in such form, not inconsistent with the Articles of
Incorporation, as shall be prepared or approved by the Board of
Directors.  Such certificates shall be signed by the President or
a Vice President and by the Secretary or an Assistant Secretary
and shall bear the corporate seal.  All certificates shall be
consecutively numbered.  The name of the person owning the shares
represented thereby, with the number of such shares and the date
of issue, shall be entered on the books of the corporation.
Shares of the stock of the corporation shall be transferred only
on the books of the corporation upon the authority of the holder
thereof and upon surrender and cancellation of certificates for a
like number of shares.

     Section 4.     The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the
holder in fact thereof, and accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
provided by the laws of Missouri.

     Section 5.     In the case of the loss or destruction of any
certificate of stock, a new certificate may be issued upon the
following conditions:  The owner shall file with the Secretary an
affidavit giving the facts in relation to the ownership and the
loss or destruction of said certificate, stating its number and
the number of shares represented thereby.  The Secretary shall
present such affidavit to the Board of Directors, and if the
Board of Directors shall be satisfied that such certificate has
been destroyed or lost, and that a new certificate ought to be
issued in lieu thereof, the Board may direct the officers of the
corporation to issue a new certificate upon the filing of a bond
in such penal sum, with such condition, in such forms and with
such surety as the Board of Directors may prescribe, to indemnify
and save harmless this corporation from any loss, expense, damage
or liability occasioned by the issuance of such new certificate,
and upon the filing of such bond, the proper officers of the
corporation shall issue a new certificate for the number of
shares to the owner of the certificate so lost or destroyed.

     Section 6.     Any and all stock not issued shall be held by
the corporation subject to the disposal of the Board of Directors
and such unissued stock shall neither vote nor participate in
dividends.

     Section 7.     All the issued and outstanding stock of the
corporation that may be purchased or otherwise acquired by the
corporation shall be treasury stock, and shall be subject to the
disposal of the Board of Directors and such treasury stock shall
neither vote nor participate in dividends while held by the
corporation.

     Section 8.     The records of the corporation concerning
transfers of common stock of the corporation shall be closed for
a period of thirty (30) days before the day of payment of any
dividend and before each annual meeting of the shareholders and
the shareholders of record before such closing of the books prior
to the payment of dividend or each annual meeting of the
shareholders shall be considered the correct and true record of
the shareholders for the purpose of the payment of such a
dividend and for all purposes with respect to such annual meeting
of the shareholders.

                           ARTICLE VI

                              Seal

     Section 1.     The seal of the corporation shall be in
circular form with the following words on:  "WORRY FREE SERVICE,
INC. - MISSOURI - CORPORATE SEAL."

     Section 2.     The corporate seal may be affixed to any
instrument by impression only, unless by resolution of a majority
of the Board of Directors specific authorization is given to
attach the corporate seal to multiple instruments by
reproduction, by engraving, printing, or other facsimile process.

                           ARTICLE VII

                      Agents and Attorneys

     Section 1.     The Board of Directors may appoint such
agents, attorneys and attorneys-in-fact of the corporation as it
may deem proper and may by written power of attorney authorize
such agents, attorneys or attorneys-in-fact to represent it and
for it and in its name, place and stead and for its use and
benefit to transact any and all business which said corporation
is authorized to transact or do by its Articles of Incorporation
and in its name, place and stead and as its corporate act and
deed, to sign, acknowledge and execute any and all contracts or
instruments in writing necessary or convenient in the transaction
of such business as fully to all intents and purposes as said
corporation might or could do if it acted by or through its
regularly elected and qualified officers.

     Section 2.     The appointments, authorization and powers
referred to in Section 1 of this Article shall not be valid
unless authorized or permitted by resolution passed by a majority
of the Board of Directors at any meeting of the Directors,
regular or special.

                          ARTICLE VIII

            Indemnification of Directors and Officers

     Section 1.     Any person, by reason of the fact that such
person was or is a director or officer of the corporation or is
or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified by the corporation for
expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with any suit, action or proceeding, including attorneys' fees,
if such person was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, other than an action, suit or proceeding by or in
the right of the corporation.  However, the corporation shall not
indemnify such officer or director if such person did not act in
good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation.
Termination of any suit, action or proceedings by judgment,
order, settlement or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that such officer or
director did not act in good faith and in a manner such person
did not reasonably believe to be in or not opposed to the best
interest of the corporation.

     Section 2.     Any person, by reason of the fact that such
person was or is a director or officer of the corporation or is
or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified by the corporation for
expenses, judgments, fines and amounts paid in settlements
actually and reasonably incurred by such person in connection
with any suit, action or proceeding, including attorneys' fees,
if such person was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, administrative or investigative,
brought by or in the right of the corporation.  However, the
corporation shall not indemnify such officer or director if such
person did not act in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests
of the corporation, and if such person be adjudged liable for
negligence or misconduct in the performance of such person's duty
to the corporation, the corporation shall only indemnify such
person to the extent that the Court in which the action or suit
was brought shall determine upon application that such person is
reasonably entitled to indemnity for all or any portion thereof
of such judgments, fines or expenses, including but not limited
to attorneys' fees, which the Court shall deem proper.

     Section 3.     The corporation shall indemnify any officer
or director who is successful on the merits or otherwise in
defense of any suit, action or proceedings referred to in Section
1 and Section 2 to the extent of all expenses actually and
reasonably incurred by such person in connection with such
defense, including, but not limited to, attorneys' fees.

     Section 4.     The corporation shall not indemnify any
director or officer for any fine, settlement, judgment or
reasonable expenses or attorneys' fees, unless a determination is
made that such director or officer has met the applicable
standards of conduct set forth in this Article.  Such
determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such quorum
is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by a majority vote of the common
stockholders.

     Section 5.     The corporation shall upon written request of
the officer or director pay the expenses of defending any actual
or threatened action, suit or proceedings in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by the officer or director to repay such amount
unless it shall be ultimately determined as provided in Section 4
that such person is entitled to be indemnified by the
corporation.

     Section 6.     The corporation shall have the power to
purchase insurance on behalf of any officer or director of the
corporation or anyone serving at the request of the corporation
as a director or officer of another corporation, partnership,
joint venture, trust or other enterprises against any liability
asserted against or incurred by such person in such capacity,
whether or not the corporation would have the power to indemnify
him against such liability under this Article.  The right of
indemnification under this Article shall not be exclusive, but
shall be in addition to all other rights and remedies to which
any director or officer may be entitled as a matter of law.

                           ARTICLE IX

          Joint Meetings of Directors and Shareholders

     Joint meetings of the directors and shareholders of this
corporation may be held at any time or at any place pursuant to a
resolution duly adopted by the Board of Directors or pursuant to
the written consent of the shareholders and directors.

     The minutes of any joint meeting of the shareholders and
directors as provided in Section 1 of this Article shall
affirmatively show the number of shares of stock of the
corporation represented at such meeting and the number of shares
of stock voted for or against any resolution, motion or
proposition submitted at such meeting.

                            ARTICLE X

                       Amendment of Bylaws

     These By-Laws may be amended, repealed or replaced by the
affirmative vote of a majority of the members of the Board of
Directors of the Corporation present at any Board meeting duly
called and convened, provided the substance of the proposed
amendment, repeal or replacement is stated in the notice of the
Board meeting at which such matter is to be considered and acted
upon.

     Upon motion duly made, seconded and unanimously adopted, the
undersigned, constituting the Board of Directors of Worry Free
Service, Inc. do this 29th day of January, 1997, adopt the
foregoing By-Laws, Articles I through X inclusive, as the By-Laws
of this corporation, and said By-Laws are hereby ratified and
adopted by the undersigned and each of them.

                               /s/Gregory J. Orman
                               Gregory J. Orman

                               /s/Mark Schroeder
                               Mark Schroeder

                               /s/Mark G. English
                               Mark G. English

Exhibit B-15

                   CERTIFICATE OF INCORPORATION
                                OF

                  R. S. ANDREWS ENTERPRISES, INC.


                             ARTICLE I
                               NAME

     The name of the corporation (the "Corporation") is R.S.
Andrews Enterprises, Inc.

                            ARTICLE II
                REGISTERED OFFICE: REGISTERED AGENT

     The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle, ZIP Code 19801, and the name of
its registered agent at that address is The Corporation Trust
Company.

                            ARTICLE III
                              PURPOSE

     The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware. The Corporation
shall possess and exercise all of the powers and privileges
granted by the General Corporation Law of the State of Delaware,
by any other law or by this Certificate, together with all such
powers and privileges incidental thereto as may be necessary or
convenient to the conduct, promotion or attainment of the purposes
of the Corporation.

                            ARTICLE IV
                           CAPITAL STOCK

     The Corporation shall have authority, acting by its Board of
Directors, to issue not more than One Hundred Million
(100,000,000) shares of capital stock divided into classes as
follows:

     (A) Common Stock. Fifty Million (50,000,000) shares of common
stock, $0.00l par value per share (the "Common Stock"), such
shares entitled to one (1) vote per share on any matter on which
stockholders of the Corporation are entitled to vote, and such
shares being entitled to participation in dividends and to receive
the remaining net assets of the Corporation upon dissolution,
subject to the rights of the Blank Check Preferred Stock and the
Series A Convertible Preferred Stock as hereinafter expressly set
forth herein, by law or by the Board of Directors pursuant to this
Article IV.

     (B) Blank Check Preferred Stock. Thirty Five Million
(35,000,000) shares of preferred stock, $0.001 par value per share
(the "Blank Check Preferred Stock"), which may be issued from time
to time in one or more series and entitled to such preferences to
the Common Stock and the Series A Convertible Preferred Stock (as
defined below) as to dividends and distribution of assets of the
Corporation on dissolution and shall have such distinctive
designations as determined by the Board of Directors, with full
power and authority to fix the number of shares constituting such
series and to fix the relative rights and preferences of the
shares of the series so established to the full extent allowable
by law, with respect to dividends, redemptions, payment on
liquidation, sinking fund provisions, conversion privileges and
voting rights. A]I shares of the Blank Check Preferred Stock shall
be of equal rank and shall be identical, except in respect to the
particulars that may be fixed by the Board of Directors as
hereinabove provided and which may vary among the series.
Different series of the Blank Check Preferred Stock shall not be
construed to constitute different classes of stock for the purpose
of voting by classes, except when such voting by classes is
expressly required by law.

     (C) Series A Convertible Preferred Stock. Fifteen Million
(15,000,000) shares of preferred stock, par value $0.001 per
share, designated as Series A Convertible Preferred Stock (the
"Series A Convertible Preferred Stock"). Except as hereafter
provided in this Article IV, the Series A Convertible Preferred
Stock and the Common Stock shall be identical in all respects and
for all purposes, and the holders of Series A Convertible
Preferred Stock and the holders of Common Stock voting together
and without distinction as to class shall be entitled to one (1)
vote per share in all proceedings and as to all matters with
respect to which stockholders of the Corporation shall be entitled
to vote. A description of the liquidation preference and
conversion rights of the Series A Convertible Preferred Stock is
as follows:

          (1)  Liquidation. Dissolution or Winding Up.

               (a)  In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or
involuntary. holders of shares of the then outstanding Series A
Convertible Preferred Stock shall be entitled to receive out of
the assets of the Corporation available for distribution to
holders of the Corporation's capital stock of all classes, whether
such assets are capital, surplus, or earnings, an amount equal to
$5,000,000 before any payment shall be made or any assets
distributed to the holders of the shares of Common Stock (the
"Liquidation Preference"). If the assets of the Corporation
available for distribution to holders of the Corporation's capital
stock of all classes shall be insufficient to permit the payment
in full in the holders of the Series A Convertible Preferred Stock
of the full preferential amount thus distributable , then the
entire assets of the Corporation available for such distribution
shall be distributed ratably among the holders of the Series A
Convertible Preferred Stock. After such payment shall have been
made in full to the holders of the Series A Convertible Preferred
Stock, any remaining assets shall be distributed among the holders
of the Series A Convertible Preferred Stock and the holders of
Common Stock of the Corporation, share and share alike, and
without any distinction as to class, in proportion to their
respective stockholdings.

               (b)  Notwithstanding anything in Section
IV(C)(1)(a) to the contrary, if the amount paid by the holders of
Series A Convertible Preferred Stock to the Corporation to
purchase their shares of Series A Convertible Preferred Stock is
less than Fifteen Million Dollars ($15,000,000), the Liquidation
Preference shall be modified to be equal to the amount determined
by dividing the accrual amount paid by the holders of Series A
Convertible Preferred Stock for such   shares by three (3).

               (c)  A reorganization of the capital stock of the
Corporation or a consolidation or merger of the Corporation with
or into any other corporation or other entity, a share exchange
involving the Corporation, or a sale, lease, exchange or transfer
of all or substantially all of the assets of the Corporation, that
shall not in fact result in the liquidation of the Corporation and
distribution of its assets to its stockholders, shall not be
regarded as a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section IV(C)(l) unless, in
connection therewith, the liquidation, dissolution or winding up
of the Corporation is specifically approved.

               (d)  Whenever the distribution provided for herein
shall be paid in property other than cash, the value of such
distribution shall be the fair market value of such property as
determined in good faith by the Board of Directors of the
Corporation.

          (2)  Conversion Rights.

               (a)  General.  Subject to and in compliance with
the provisions of this Section IV(C)(2), each share of Series A
Convertible Preferred Stock may, at the option of the holder, be
converted from and after December 31, 2001, into one (1) fully-
paid and non-assessable share of Common Stock.

               (b)  Conversion Following Underwritten Public
Offering. Upon the sale of shares of Common Stock or convertible
debt securities of the Corporation in a public offering pursuant
to an effective registration statement under the Securities Act of
1933, as amended, resulting in at least $100,000,000 of net
proceeds to the Corporation, then all duly issued and outstanding
shares of the Series A Convertible Preferred Stock shall, as of
the date of consummation of such public offering, be converted
into Common Stock (as in effect immediately prior to the date of
consummation of such public offering). The Corporation shall give
the holders of the Series A Convertible Preferred Stock notice of
the filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of any registration statement
relating to any proposed public offering not less than 90 days
prior to such filing. The holders of shares of Series A
Convertible Preferred Stock shall present such shares for
surrender to the Corporation on or before the closing date of such
public offering and the Corporation shall issue to such holders a
certificate or certificates for shares of Common Stock on such
closing date.

               (c)  Recapitalization or Reclassification~ If the
Common Stock issuable upon the conversion of the Series A
Convertible Preferred Stock shall be changed into the same or a
different number of shares of any class or classes of stock of the
Corporation, whether by recapitalization, reclassification or
otherwise, then and in each such event, the holders of the Series
A Convertible Preferred Stock shall have the right thereafter to
convert such shares into the same  kind and amount of shares of
stock receivable upon such recapitalization, reclassification or
other change that holders of the number of shares of Common Stock
into which such shares of Series A Convertible Preferred Stock
could have been converted immediately prior to such
recapitalization, reclassification or change would have received,
all subject to further adjustment as provided herein.

               (d)  Accountant's Certificate as to Adjustments. In
each case of an adjustment or readjustment pursuant to Section
IV(C)(2)(c), the Corporation shall furnish each holder of Series A
Convertible Preferred Stock with a certificate, prepared by
independent certified public accountants of recognized standing,
showing such adjustment or readjustment, and stating in detail the
facts upon which such adjustment or readjustment is based.

               (e)  Exercise of Conversion Privilege.  To exercise
this conversion privilege, a holder of Series A Convertible
Preferred Stock shall surrender the certificate or certificates
representing the shares being converted to the Corporation at its
principal office, and shall give written notice to the Corporation
at that office that such holder elects to convert such shares.
Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of
Common Stock issuable upon such conversion shall be issued.  The
certificate or certificates for shares of Series A Convertible
Preferred Stock surrendered for conversion shall be accompanied by
proper assignment thereof to the Corporation or in blank. The date
when such written notice is received by the Corporation, together
with the certificate or certificates representing the shares of
Series A Convertible Preferred Stock being converted, shall be the
"Conversion Date". As promptly as practicable after the Conversion
Date, the Corporation shall issue and shall deliver to the holder
of the shares of Series A Convertible Preferred Stock being
converted, or on its written order, such certificate or
certificates as it may request for the number of whole shares of
Common Stock issuable upon the conversion of such shares of Series
A Convertible  Preferred Stock in accordance with the provisions
of this Section IV(C)(2). Such conversion shall be deemed to have
been effected immediately prior to the close of business on the
Conversion Date, and at such time the rights of the holder as
holder of the converted shares of Series A Convertible Preferred
Stock shall cease and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become
the holder or holders of record of the shares of Common Stock
represented thereby.

               (f)  Partial Conversion. In the event some but not
all of the shares of Series A Convertible Preferred Stock
represented by a certificate or certificates surrendered by a
holder are converted, the Corporation shall execute and deliver to
or on the order of the holder, at the expense of the Corporation,
a new certificate representing the number of shares of Series A
Convertible Preferred Stock which were not converted.

               (g)  Reservation of Common Stock.   The Corporation
shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of the shares of the Series A
Convertible Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Convertible
Preferred Stock, and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series A
Convertible Preferred Stock, the Corporation shall take such
corporate action as may be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.

          (3)  No Reissuance of Series A Convertible Preferred
Stock. No share or shares of Series A Convertible Preferred Stock
acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares
shall be canceled, retired and eliminated from the shares which
the Corporation shall be authorized to issue. The Corporation may
from time to time take such appropriate corporate action as may be
necessary to reduce the authorized number of shares of the Series
A Convertible Preferred Stock accordingly.

          (4)  Restrictions and Limitations.

               (a)  Except as expressly provided herein or as
required by law, so long as  any shares of the Series A
Convertible Preferred Stock remain outstanding, the Corporation
shall not, and shall not permit any subsidiary (which shall mean
any corporation or trust of which the Corporation directly or
indirectly owns at the time all of the outstanding shares of every
class of such corporation or trust other than directors'
qualifying shares) to, without the vote or written consent by the
holders of at least a majority of the then outstanding shares of
the Series A Convertible Preferred Stock, each share of Series A
Convertible Preferred Stock to be entitled to one vote in each
instance:

                    (i)  redeem, purchase or otherwise acquire for
value (or pay into or set aside for a sinking fund for such
purpose), any share or shares of Series A Convertible Preferred
Stock;

                    (ii) authorize or issue, or obligate itself to
authorize or issue, any other equity security senior to or on a
parity with the Series A Convertible Preferred Stock as to
liquidation preferences, conversion rights, voting rights or
otherwise; or

                    (iii) effect any sale, lease, exchange or
transfer of all or substantially all of the assets of the
Corporation or any subsidiary thereof, or any consolidation,
merger or share exchange involving the Corporation or any
subsidiary thereof, or any reclassification or other change of
stock, or any recapitalization or any dissolution, liquidation or
winding up of the Corporation.

               (b)  The Corporation shall not amend its
Certificate of Incorporation, as amended, without the approval by
vote or written consent by the holders of at least eighty percent
(80%) of the then outstanding shares of Series A Convertible
Preferred Stock, each share of Series A Convertible Preferred
Stock to be entitled to one vote in each instance, if such
amendment would change any of the rights. preferences, privileges
of or limitations provided for herein for the benefit of any
shares of Series A Convertible Preferred Stock. Without limiting
the generality of the next preceding sentence, the Corporation
will not amend its Certificate of Incorporation without the
approval by the holders of at least a majority of the then
outstanding shares of Series A Convertible Preferred Stock if such
amendment would:

                    (i)  change the relative seniority rights of
the holders of Series A Convertible Preferred Stock as to the
payment of dividends in relation to the holders of any other
capital stock of the Corporation;

                    (ii) reduce the amount payable to the holders
of Series A Convertible Preferred Stock upon the voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, or change the relative seniority of the liquidation
preferences of the holders of Series A Convertible Preferred Stock
to the rights upon liquidation of the holders of any other capital
stock of the Corporation or change the dividend rights of the
holders of Series A Convertible Preferred Stock; or

                    (iii) cancel or modify the conversion rights
of the holders of Series A Convertible Preferred Stock provided
for in Section (2) herein.

          (5) No Dilution or Impairment. The Corporation, unless
the approval of at least eighty percent (80%) of the outstanding
shares of Series A Convertible Preferred Stock is obtained, shall
not, by amendment of its Certificate of Incorporation, or through
any reorganization, sale, lease, exchange or transfer of assets,
consolidation, merger or acquisition, share exchange, dissolution,
issue or sale of securities (including, without limitation,
options, warrants, subscriptions, purchase rights and convertible
securities), recapitalization, reclassification, exchange,
subdivision, combination or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of
the Series A Convertible Preferred Stock set forth herein, but
shall at all limes in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the
holders of the Series A Convertible Preferred Stock against
dilution or other impairment.

          (6) Preemptive Rights. The holders of Series A
Convertible Preferred Stock shall have the preemptive right to
acquire additional shares of capital stock duly authorized and
offered for issuance by the Corporation in accordance with their
then existing proportionate ownership interest in the Corporation.
In the event that a holder of Series A Convertible Preferred Stock
exercises such preemptive right, the Corporation shall issue to
such stockholder shares of Series A Convertible Preferred Stock,
and if no such shares are available, the Corporation shall cause
the amendment of this Certificate of Incorporation to increase the
number of authorized but unissued shares of Series A Convertible
Preferred Stock.

          (7)  Stockholders Agreement. The rights of the Series A
Convertible Preferred Stock described in Sections IV(C)(4) - (6)
above may be limited by and to the extent set forth in an
agreement as to which the holders of the Series A Convertible
Preferred Stock and the Corporation are all or some of the
parties.

                             ARTICLE V
                           INCORPORATOR

     The name of the incorporator is R Stephen Andrews, and his
mailing address is at 1800 Montreal Circle, Tucker, Georgia 30084.

                            ARTICLE VI
                              BYLAWS

     Except as otherwise provided in an agreement among the
stockholders of the Corporation   and the Corporation, the Board
of Directors is hereby authorized to adopt, amend, or repeal the
Bylaws of this Corporation.

                            ARTICLE VII
                        BOARD OF DIRECTORS

     Except as otherwise provided in an agreement among the
stockholders of the Corporation and the Corporation, the number of
directors of the Corporation shall be fixed by, or in the manner
provided in, the Bylaws.

                           ARTICLE VIII
                          INDEMNIFICATION

               (a)  The Corporation shall indemnify, and upon
request shall advance expenses (including attorneys' fees) to, in
the manner and to the fullest extent permitted by law, any officer
or director (or the estate of any such person) who was or is a
party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, by reason of
the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan (an "Indemnitee"). The
Corporation may, to the fullest extent permitted by law, purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan against any liability which may be
asserted against such person. To the fullest extent permitted by
law, the indemnification and advances provided for herein shall
include expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement. The
indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any
such expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement to the fullest extent permitted by law,
both as to action in his official capacity and as to action in
another capacity while holding such office.

               (b) Notwithstanding the foregoing, the Corporation
shall not indemnify any such Indemnitee who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
secure a judgment in its favor against such Indemnitee with
respect to any claim, issue or matter as to which the Indemnitee
shall have been adjudged to be liable to the Corporation, unless
and only to the extent that, the Court of Chancery or the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such Indemnitee is
fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.

               (c)  The rights to indemnification and advancement
of expenses set forth in this Article VIII are intended to be
greater than those which are otherwise provided for in the General
Corporation Law of the State of Delaware, are contractual between
the Corporation and the person being indemnified, his heirs,
executors and administrators, and, with respect to this Article
VIII are mandatory, notwithstanding a person's failure to meet the
standard of conduct required for permissive indemnification under
the General Corporation Law of the State of Delaware, as amended
from time to time. The rights so indemnification and advancement
of expenses set forth in this Article VIII are nonexclusive of
other similar rights which may be granted by law, this
Certificate, the Bylaws, a resolution of the Board of Directors or
stockholders or an agreement with the Corporation, which means of
indemnification and advancement of expenses are hereby
specifically authorized.

               (d)  Any repeal or modification of the provisions
of this Article VIII, either  directly or by the adoption of an
inconsistent provision of this Certificate, shall be prospective
only and shall not adversely affect any right or protection set
forth herein existing in favor of a particular individual at the
time of such repeal or modification. In addition, if an amendment
to the General Corporation Law of the State of Delaware limits or
restricts in any way the indemnification rights permitted by law
as of the date hereof, such amendment shall apply only to the
extent mandated by law and only to activities of persons subject
to indemnification under this Article VIII which occur subsequent
to the effective date of such amendment.

                            ARTICLE IX
                  NO PERSONAL DIRECTOR LIABILITY

     A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of the Stare of Delaware, or (iv) for any
transaction from which the director derived any improper personal
benefit. If the General Corporation Law of the State of Delaware
is amended after the filing of the Certificate of Incorporation of
which this Article is a part, to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so
amended. Any amendment, modification or repeal of the foregoing
sentence shall not adversely affect any right or protection of a
director of the Corporation hereunder in respect of any act or
omission occurring prior to the time of such amendment,
modification or repeal.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his name this 22nd day of May, 1998


                                   /s/ R. S. Andrews
                                   R. Stephen Andrews,
                             	    Incorporator

Exhibit B-16

                              BYLAWS
                                OF
                  R. S. ANDREWS ENTERPRISES, INC.


                             ARTICLE I
                              OFFICES

     Section 1.1. Registered Office: The corporation, by
resolution of its Board of Directors, may change the location of
its registered office as designated in the Certificate of
Incorporation to any other place in Delaware. By like resolution,
the registered agent at such registered office may be changed to
any other person or corporation, including itself Upon adoption of
such a resolution, a certificate certifying the change shall be
executed, acknowledged and filed with the Secretary of State of
Delaware, and a certified copy of the certificate shall be
recorded in the office of the recorder for the county in which the
new registered office is located (and in the old county, if the
registered office is moved from one county to another).

     Section 1.2. Other Offices: The corporation may have offices
at such other place or places, either within or without the State
of Delaware, as the Board of Directors may from time to time
designate.

                            ARTICLE II
                     MEETINGS OF STOCKHOLDERS

     Section 2.1 Annual meeting: The annual meeting of
stockholders for the election of directors shall be held on the
31st of May of each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday, or
on such other dates or at such other time as the Board of
Directors may determine by resolution. The stockholders may
transact any other proper business at the annual meeting.

     Section 2.2. Special Meetings: Special meetings of
stockholders for any purpose or purposes may be held at any time
upon call of the Chairman of the Board, if any, the President, or
a majority of the Board of Directors. A special meeting of
stockholders shall be called by the President or the Secretary
upon the written request of stockholders owning of record at least
one-fifth (1/5) of the outstanding stock of all classes entitled
to vote at such meeting.

     Section 2.3. Place and Time of Meetings: Meetings of the
stockholders for the election of directors, and all other meetings
of the stockholders, shall be held at such place or places, within
or without the State of Delaware, at such time as may be fixed by
the Board of Directors, and shall be specified in the notices or
waivers of notice of the meetings; provided, however, that at
least ten (10) days' notice shall be given to the stockholders of
the place and time so fixed. In the event no place shall be fixed
for any such meeting, such meeting shall be held at the
corporation's registered office.

     Section 2.4. Notice of Meetings: Written notice of
stockholders meetings, stating the place, date, and hour of the
meetings, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given by the
Chairman of the Board, if any, the President, any Vice President,
the Secretary or an Assistant Secretary to each stockholder
entitled to vote at the meeting at least ten (10) days but not
more than sixty (60) days before the date of the meeting, unless a
different period is prescribed by law. When mailed, written notice
is deemed to have occurred when deposited in the United States
mail, postage prepaid, directed to the stockholders at the address
that appears on the records of the corporation. If action taken at
a stockholder's meeting requires the filing of a certificate under
the Delaware General Corporation Law, the certificate shall, if
notice was required and effected, state that notice was given to
all persons entitled to receive it.

     Section 2.5. Quorum: At each meeting of stockholders, except
where otherwise provided by law, the Certificate of Incorporation,
these Bylaws, or an agreement among the stockholders and the
corporation, the holders of a majority of the outstanding shares
of stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for the transaction of any
stockholder business. Where a separate vote by class or classes is
required, a quorum must be present within the class or classes. In
the absence of a quorum, the stockholders so present, by majority
vote, the chairman of the meeting, may adjourn the meeting from
time to time in the manner provided in Section 2.6 of these Bylaws
until a quorum shall attend. Shares of its own stock belonging to
the corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit
the right of any corporation to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity.

     Section 2.6. Adjournment: Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same
or some other place, and notice need not be given of any such
adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for
more than thirty (30), or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 2.7. Organization: The President, or in his absence
the Chairman of the Board, or in their absence any Vice President,
shall call to order meetings of stockholders and shall act as
chairman of such meetings. The Board of Directors, or, if the
Board fails to act, the stockholders, appoint any stockholder,
director, or officer of the corporation to act as chairman of any
meeting in the absence of the Chairman of the Board, the President
and all Vice Presidents. The Secretary of the corporation shall
act as secretary of all meetings of stockholders, but, in the
absence of the Secretary, the chairman of the meeting may appoint
any other person to act as secretary of the meeting.

     Section 2.8. Votes per Share: Unless the Certificate of
Incorporation otherwise provides, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one (1)
vote for each share of stock held by him which has voting power
upon the matter in question.

     Section 2.9. Proxies: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to a
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three (3) years from its
date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing a written
revocation of the proxy or another duly executed proxy bearing a
later date with the Secretary of the corporation.

     Section 2.10. Ballots: Unless otherwise stated in the
Certificate of Incorporation, election of directors must be by
written ballot. All other voting at meetings of stockholders need
not be by written ballot.

     Section 2.11. Vote Required for Stockholder Action: Except as
otherwise provided by law, Certificate of Incorporation, these
Bylaws, or an agreement among the stockholders and the
corporation, and except for the election of directors, at any
meeting duly called and held at which a quorum is present, a
majority of the votes cast at such meeting upon a given question
by the holders of outstanding shares of stock of all classes of
stock of the corporation entitled to vote thereon who are present
in person or by proxy shall decide such question.

     Section 2.12. Election of Directors: Except as otherwise
provided by law, the Certificate of Incorporation, these Bylaws,
or an agreement among the stockholders and the corporation, at any
meeting duly called and held for the election of directors at
which a quorum is present, directors shall be elected by a
plurality of the votes cast.

     Section 2.13. Determination of Stockholders Entitled to
Notice of or to Vote at Stockholders Meeting: In order that the
corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting. If no record date
is fixed: (I) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the
day on which notice is given, or, (2) if notice is waived, at the
close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 2.14. List of Stockholders Entitled to Vote: The
Secretary of the corporation shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to which
stockholders are entitled to examine the stock ledger, the list of
stockholders entitled to vote at a meeting, or the books of the
corporation, or entitled to vote in person or by proxy at any
meeting of stockholders.

     Section 2.15. Voting of Shares by Certain Stockholders:
Persons who hold stock in a fiduciary capacity (including, but not
limited to, as a voting trustee under a voting trust agreement) be
entitled to vote the shares so held. Persons who have pledged
their stock shall be entitled to vote, unless in the transfer by
the pledgors on the books of the corporation they have expressly
empowered the pledgees to vote the stock, in which case only the
pledgees or their proxies may represent and vote the stock. If
stock stands in the name of more than one person, or more than one
person has a fiduciary relationship with respect to the stock,
such person(s) must give the Secretary of the corporation written
notice of who is to vote the shares and a copy of the instrument
or order creating their relationship to the shares. Otherwise, if
only one person votes, the vote of one person will bind the
others. If more than one person votes, the majority vote among
them, will bind them all. If the vote among them is evenly split,
each faction may vote the shares proportionately, or,
alternatively, a person voting shares or a beneficiary may apply
to any court having jurisdiction for the appointment of an
additional person to act with the persons voting the shares, which
will then be voted as determined by a majority of such persons and
the person appointed by the court.

     Section 2.16. Action by Consent of Stockholders: Unless
otherwise restricted by the Certificate of Incorporation, any
action required or permitted to be taken at any annual or special
meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents
in writing, selling forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the corporation
by delivery to: (1) its registered office in Delaware, by hand or
by registered or certified mail, return receipt requested; (2) its
principal place of business; or (3) an officer or agent of the
corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Every written consent shall
bear the date of signature of each stockholder who signs the
consent. No written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60)
days of the earliest dated consent delivered in the matter
required by this Section to the corporation, written consents
signed by a sufficient number of stockholders to take action are
delivered to the corporation in one of the methods prescribed
above. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing, to the
extent required by Section 228(d) of the Delaware General
Corporation Law. If the action which is consented to is such as
would have required the filing of a certificate under the Delaware
General Corporation Law if such action had been voted on by
stockholders at a meeting thereof, the certificate filed shall
state, in lieu of any statement required by Delaware law
concerning any vote of stockholders, that written consent and
notice have been given as provided in Section 228 of the Delaware
General Corporation Law.

     Section 2.17. Determination of Stockholders Entitled to
Consent to Corporate Action in Writing Without a Meeting: In order
that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall
not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is required by the
Delaware General Corporation Law, shall be the first date on which
a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation in one of the
methods prescribed in Section 2.16 of these Bylaws. If no record
date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by the Delaware General
Corporation Law, the record date for determining stockholders
entitled to consent to corporate action without meeting shall be
at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

                            ARTICLE III
                        BOARD OF DIRECTORS

     Section 3.1. Qualifications: Number: Term of Office: The
property, business, and affairs of the corporation shall be
controlled and managed by a Board of Directors consisting of five
(5) Directors need not be stockholders. Unless otherwise provided
by law, the Certificate of Incorporation, these Bylaws or an
agreement among the stockholders and the corporation, each
director shall be elected by the stockholders entitled to vote on
the election of directors at the annual meeting, to serve (subject
to the provisions of Section 3.2) until the next succeeding annual
meeting of stockholders and until his or her respective successor
has been elected and qualified.

     Section 3.2. Resignation: Removal: Vacancies:

          (a)  Resignation: Any director, or any member of a
committee of directors, may resign at any time by giving written
notice to the Board of Directors, the President, or the Secretary
of the corporation. Any such resignation shall take effect at the
time specified in the resignation, or, if the time is not
specified in the resignation, then upon receipt of the
resignation. The acceptance of such resignation shall not be
necessary to make it effective.

          (b)  Removal: Except as otherwise provided by an
agreement among the stockholders and the corporation, any director
or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares entitled at the
time to vote at an election of directors.

          (c)  Vacancies: Except as otherwise provided by an
agreement among the stockholders and the corporation, any vacancy
in the office of any director through death, resignation, removal,
disqualification, or other cause, and any additional directorship
resulting from an increase in the number of directors, may be
filled at any time by a majority of the directors then in office
(even though less than a quorum or only one director remains), or,
in the case of vacancies in the offices of all directors, any
officer or stockholder of the corporation, or the executor,
administrator, trustee, or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or
estate of a stockholder may call a special meeting of stockholders
or may apply to the Delaware Court of Chancery for a decree
summarily ordering an election. Subject to the provisions of
Section 3.2, the person so chosen shall, in the case of a vacancy
in a directorship, hold office for the unexpired term of his
predecessor, or in the case of an increase in the number of
directors, hold office until his successor shall have been elected
and qualified. Except as otherwise provided by law, the
Certificate of Incorporation, these Bylaws, or an agreement among
the stockholders and the corporation, when a director resigns from
the Board, effective at a future date, he may participate in the
filling of the vacancies, the vote to take effect when the
resignation becomes effective.

     Section 3.3. Meetings of Directors: The annual meeting of the
Board of Directors, for the election of officers and the
transaction of such other business as may come before the meeting,
shall be held without notice at the same place as, and immediately
following, the annual meeting of the stockholders. Regular
meetings of the Board of Directors may be held without notice at
such time and place, within or without the State of Delaware, as
shall from time to time be determined by the Board. Special
meetings of the Board of Directors shall be held at such time and
place, within or without the State of Delaware, as shall be
designated in the notice of the meeting whenever called by the
Chairman of the Board, if any, the President, or upon the written
request of stockholders owning of record at least one-fifth (1/5)
of the outstanding stock of all classes entitled to vote.

     Section 3.4. Notice of Special Meetings: The Secretary, or in
his absence any other officers of the corporation, shall give each
director notice of the time and place of holding of special
meetings of the Board of Directors by mail at least five (5) days
before the meeting, or by telegram, cable radiogram, or personal
service at least two (2) days before the meeting. Unless otherwise
stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business
in the notice.

     Section 3.5. Telephonic Meetings: Members of the Board of
Directors, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

     Section 3.6. Quorum: Eighty percent (80%) of the members of
the Board of Directors as constituted from time to time shall
constitute a quorum for the transaction of business, but, if at
any meeting of the Board of Directors (whether or not adjourned
from a previous meeting) there shall be less than a quorum
present, a majority of those present may adjourn the meeting to
another time and place, and the meeting may be held as adjourned
without further notice or waiver. Except as otherwise provided by
law, the Certificate of Incorporation, these Bylaws, or an
agreement among the stockholders and the corporation, a majority
of the members of the Board of Directors, as constituted from time
to time, may decide any question brought before such meeting.

     Section 3.7. Conflicts: No contract or transaction between
the corporation and one or more of its directors or officers, or
between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because
his or her votes are counted for such purpose, if: (1) the
material facts as to his or her relationship or interest and as to
the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee in
good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors,
even though the disinterested directors are less than a quorum;
(2) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by an
affirmative vote of the stockholders; or (3) the contract or
transaction is fair as to the corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     Section 3.8. Organization: Meetings of the Board of Directors
shall be presided over by the President, or in his absence by the
Chairman of the Board, or, in the absence of both, by such other
person as the directors may select. The Secretary of the
corporation shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.

     Section 3.9. Action by Consent of Directors: Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws,
any action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board or such committee,
as the case may be, consent thereto in writing, and the writing or
are filed with the minutes of proceedings of the Board or
committee.

     Section 3.10. Compensation of Directors: Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws,
the Board of Directors shall have the authority to fix the
compensation of directors.

     Section 3.11. Committees of the Board of Directors:

          (a)  Creation of Committees: Except as otherwise
provided in an agreement among the stockholders and the
corporation, the Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the
corporation.

          (b)  Powers of Committees: Any such committee, if and
only to the extent provided in the resolution of the Board of
Directors or these Bylaws, shall have and may exercise the powers
and authority of the Board of Directors in the management of the
business, property, and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers
which may require it; but no such committee shall have power or
authority in reference to (1) amending the Certificate of
Incorporation of the corporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing
the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the Delaware General Corporation
Law, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into,
or the exchange of such shares for, shares of any other class or
classes or any other series of the same or any other class or
classes of stock of the corporation, or fix the number of shares
of any series of stock, or authorize the increase or decrease of
the shares of any series); (2) adopting an agreement of merger or
consolidation under Sections 251 or 252 of Delaware General
Corporation Law; (3) recommending to the stockholders the sale,
lease, or exchange of all or substantially all of the
corporation's property and assets; (4) recommending to the
stockholders a dissolution of the corporation or a revocation of a
dissolution; or (5) amending these Bylaws; and, unless the
resolution, Bylaws, or Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock, or to
adopt a certificate of ownership and merger pursuant to Section
253 of Delaware General Corporation Law.

          (c)  Absence or Disqualification of Committee Members:
The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified
member at any meeting of the committee.

          (d)  Committee Rules: Unless the Board of Directors
otherwise provides, each committee shall conduct its business in
the same manner as the Board of Directors conducts its business
pursuant to Article Ill of these Bylaws.

          (e)  Removals of Committee Members: The Board of
Directors, by a vote of not less than a majority of the entire
Board, at any meeting thereof, or by written consent, at any time,
may, with or without cause, terminate the membership of any member
of the Board in a committee or disband any committee.

                            ARTICLE IV
                             OFFICERS

     Section 4.1. Executive Officers: Election: Qualifications:
Term of Office: The Board of Directors shall choose a President
and Secretary. The Board of Directors may also choose a Chairman
of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Any
number of offices may be held by the same person, unless these
Bylaws or the Certificate of Incorporation otherwise direct. Each
such officer shall hold office until the first meeting of the
Board of Directors after the annual meeting of stockholders next
succeeding this election, and until his or her successor is
elected and qualified or until his or her earlier resignation or
removal.

     Section 4.2. Powers and Duties of Executive Officers: The
officers of the corporation shall have such powers and duties in
the management of the corporation as are prescribed in this
Section and, to the extent not so provided, as are prescribed by
the Board of Directors and as generally pertain to their
respective offices, subject to the control of the Board of
Directors. The Board of Directors may require any officer, agent,
or employee to give security for the faithful performance of his
duties.

     The officers of the corporation shall have the following
duties:

                       Chairman of the Board

     The directors may elect one of their members to be Chairman
of the Board of Directors, and that person shall be subject to the
control of and may be removed from that position by the Board of
Directors. The Chairman of the Board shall perform such duties as
may from time to time be assigned to him or her by the Board. In
the absence of the President, it shall be the Chairman of the
Board's duty to preside at all meetings of stockholders and
directors.

               President and Chief Executive Officer

     The President shall be the Chief Executive Officer of the
corporation. It shall be the President's duty to preside at all
meetings of the stockholders and directors. It shall also be the
President's duty to have general and active management of the
business of the corporation; to see that all orders and
resolutions of the Board of Directors are carried into effect; and
to execute contracts, agreements, deeds, bonds, mortgages and
other obligations and instruments, in the name of the corporation.
The President shall have the general supervision and direction of
the other officers of the corporation and shall see that their
duties are properly performed. The President shall submit a report
of the operations of the corporation for the year to the
stockholders at their annual meeting. The President shall have the
general duties and powers of supervision and management usually
vested in the office of president of a corporation.

                          Vice President

     The Vice President or Vice Presidents, in the order
designated by the Board of Directors, shall be vested with all the
powers and required to perform all the duties of the President in
the absence or disability of the President and shall perform such
other duties as may be prescribed by the Board of Directors.

                             Secretary

     The Secretary shall attend all meetings of the stockholders,
the Board of Directors and any executive committee; shall act as
clerk thereof and shall record all of the proceedings of such
meetings in a book kept for that purpose; shall give proper notice
of meetings of stockholders and directors; shall keep an account
of stock registered and transferred in such manner and subject to
such regulations as the Board of Directors may prescribe; and
shall perform such other duties as shall be assigned to the office
of Secretary by the President or the Board of Directors.

                             Treasurer

     The Treasurer shall have custody of the funds and securities
of the corporation; shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation;
and shall deposit all moneys 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 may be ordered by the
Board of Directors, any executive committee or the President,
taking proper vouchers for such disbursements, and shall render to
the President and directors, whenever they may require it, an
account of all the transactions of the Treasurer and of the
financial condition of the corporation. The Treasurer shall give
to the corporation a bond, if required by the Board of Directors,
in such sum and in such form and with such security as is
satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Treasurer and the
restoration to the corporation, in case of his or her death,
resignation or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her
possession, belonging to the corporation. The Treasurer shall
perform such other duties as the Board of Directors or any
executive committee may from time to time prescribe or require.

            Assistant Secretary and Assistant Treasurer

     The Assistant Secretary shall assist the Secretary and the
Assistant Treasurer shall assist the Treasurer in the performance
of their respective duties, shall perform all such duties in their
absence or disability and shall perform such other duties as may
be prescribed by the Board of Directors, the executive committee
or the President.

     Section 4.3. Resignation: Removal: Vacancies: Any officer may
resign at any time upon written notice to the corporation. Except
as otherwise provided in any agreement among the stockholders and
the corporation, the Board of Directors may remove any officer
with or without cause at any time; but such removal shall be
without prejudice to the contractual rights of such officer, if
any, with the corporation. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by majority vote of
the whole Board of Directors at any regular or special meeting.

     Section 4.4. Absence or Disability: Except as otherwise
provided in any agreement among the stockholders and the
corporation, in case of the absence or disability of any officer
of the corporation or for any other reason deemed sufficient by a
majority of the members of the Board of Directors, the Board of
Directors may (by the affirmative vote of a majority of the
members) the powers or duties of the absent or disabled officer to
any other officer or to any director during the period of such
absence or disability.

     Section 4.5. Powers and Duties Regarding the Corporation's
Stock In Other Corporations or Other Interests:  Unless otherwise
ordered by the Board of Directors, the President, the Secretary,
and such attorneys or agents of the corporation as may be from
time to time authorized by the Board of Directors or the
President, shall have full power and authority on behalf of this
corporation to attend and to act and vote in person or by proxy at
any meeting of the holders of securities of any corporation or
other entity in which this corporation may own or hold shares or
other securities, and at such meetings shall possess and may
exercise all rights and powers incident to the ownership of such
shares or other securities which this corporation, as the owner or
holder thereof, might have possessed and exercised if present. The
President, the Secretary, or such attorneys or agents, may also
execute and deliver on behalf of the corporation powers of
attorney, proxies, consents, waivers, and other instruments
relating to the shares or securities owned or held by this
corporation.

                             ARTICLE V
                           CAPITAL STOCK

     Section 5.1. Stock Certificates: The certificates for shares
of the capital stock of the corporation shall be in such form as
shall be prescribed by law and approved, from time to time, by the
Board of Directors. Stockholders shall be entitled to have a
certificate signed by the Chairman or Vice Chairman of the Board
of Directors, or the President or Vice President, and by the
Treasurer or Assistant Treasurer, or the Secretary or Assistant
Secretary, certifying the number of shares held.  The signatures
may be a facsimile.

     Section 5.2. Transfer of Shares: Shares of the capital stock
of the corporation may be transferred on the books of the
corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the corporation or its
transfer agent of the certificate representing such stock properly
endorsed.

     Section 5.3. Fixing Record Date: In order that the
corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record
date, which shall not precede the date upon which the resolution
fixing the record date is adopted, and which shall not be more
than sixty (60) days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to the above
determinations or purposes.

     Section 5.4. Lost Certificates: The Board of Directors or any
transfer agent of the corporation may direct a new certificate or
certificates representing stock of the corporation to be issued in
place of any certificate or certificates previously issued by the
corporation, alleged to have been lost, stolen, or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen, or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of
Directors (or any transfer agent of the corporation authorized to
do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed certificate
or certificates, or his legal representative, to give the
corporation a bond in such sum as the Board of Directors (or any
transfer agent so authorized) shall direct to indemnify the
corporation against any claim that may be made against the
corporation with respect to the certificate alleged to have been
lost, stolen, or destroyed or the issuance of such new
certificates, and such requirement may be general or confined to
specific instances.

     Section 5.5. Legends on Shares: All certificates for shares
of stock of the corporation shall have placed thereon any legend
or legends which counsel for the corporation deems appropriate and
desirable for the purpose of compliance with state and federal
securities laws.

     Section 5.6. Holders of Record: The corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof and accordingly shall not be
bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly
provided by the laws of Delaware.

                            ARTICLE VI
                             DIVIDENDS

     Except as otherwise provided in an agreement among the
stockholders and the corporation, dividends upon the capital stock
may be declared by the Board of Directors at any regular or
special meeting and may be paid in cash or in property or in
shares of the capital stock of the corporation.  Before paying any
dividend or making any distribution of profits, the directors may
set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and may
alter or abolish any such reserve or reserves.

                            ARTICLE VII
               CONTRACTS. LOANS. CHECK AND DEPOSITS

     Section 7.1. Contracts: The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or
confined to specific instances.

     Section 7.2. Loans: No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.

     Section 7.3. Checks: All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by the
President, or by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

     Section 7.4. Deposits: All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.

                           ARTICLE VIII
                           MISCELLANEOUS

     Section 8.1. Corporate Seal: The corporate seal shall have
inscribed thereon the name of the corporation and shall be in such
form as may be approved from time to time by the Board of
Directors.

     Section 8.2. Fiscal Year: The fiscal year of the corporation
shall be determined by resolution of the Board of Directors.

     Section 8.3. Books and Records: The books, accounts and
records of the corporation, except as otherwise required by the
laws of the State of Delaware, may be kept within or without the
State of Delaware, at such place or places as may from time to
time be designated by resolution of the directors. Any records
maintained by the corporation in the regular course of its
business, including its stock ledger, books of account, and minute
books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be convened
into clearly legible form within a reasonable time.  The
corporation shall so convert any records so kept upon the request
of any person entitled to inspect the same.

     Section 8.4. Notices and Waivers Thereof: Whenever any notice
is required by Delaware law, the Certificate of Incorporation, or
these Bylaws to be given to any stockholder, director, or officer,
such notice may be given personally, or by mail, or, in the case
of directors or officers, by telegram, cable, or radiogram,
addressed to such address as appears on the books of the
corporation. Any notice given by telegram, cable or radiogram
shall be deemed to have been given when it shall have been
delivered for transmission and any notice given by mail shall be
deemed to have been given when it shall have been deposited in the
United States mail with postage prepaid. Whenever any notice is
required to be given by law, the Certificate of Incorporation, or
these Bylaws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all
respects to such notice to the full extent permitted by law.
Attendance of such a person at a meeting shall constitute a waiver
of notice of such meeting, except when one person attends a
meeting for the express purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting
is not lawfully called or convened.

                            ARTICLE IX
                        AMENDMENT OF BYLAWS

     Except as otherwise provided by an agreement among the
stockholders and the corporation, these Bylaws may be amended,
altered, repealed or added to at any regular meeting of the
stockholders or Board of Directors or at any special meeting
called for that purpose, by the affirmative vote of a majority of
the stock issued and outstanding and entitled to vote at a
stockholders meeting where a quorum is present, or by a majority
of such number of directors constituting a quorum, as the case may
be.

                           CERTIFICATION

     The above and foregoing is a true and correct copy of the
Bylaws of R. S. Andrews Enterprises, Inc. as of this 22nd day of
May, 1998.


                              By:/s/ R. S. Andrews
                              R. Stephen Andrews, Secretary


Excerpt:

                       MINUTES OF ACTION OF

                       BOARD OF DIRECTORS OF

                  R.S. ANDREWS ENTERPRISES, INC.

                TAKEN BY UNANIMOUS WRIITEN CONSENT

                        IN LIEU OF MEETING

     Pursuant to Section 141 of the General Corporation Law of
Delaware, the undersigned, constituting the entire Board of
Directors of R.S. Andrews Enterprises, Inc. (the "Corporation"),
hereby consent to and adopt the following resolutions, which
action shall have the same force and effect as if taken by
unanimous affirmative vote at a meeting of the Board of Directors
of said Corporation, duly called and held pursuant to applicable
provisions of the General Corporation Law of Delaware, and direct
that this written consent to such action. shall be filed with the
minutes of the proceedings of the Directors of the Corporation.

Fixing Number of Directors:

     RESOLVED, that the number of members of the Board of
Directors of the Corporation is hereby fixed at four (4) members,
effective September 17, 2001.

                                ***

     IN WITNESS WHEREOF, we have hereunto subscribed our names as
of September 13,2001.

                                   DIRECTORS:


                                   /s/ John J. DeStefano
                                   John J. DeStefano

                                   /s/ Mark A. Kaiser
                                   Mark A. Kaiser

                                   /s/ Patrice S. Tribble
                                   Patrice S. Tribble

Exhibit B-17

                     ARTICLES OF INCORPORATION
                                OF
             R.S. ANDREWS TERMITE & PEST CONTROL, INC.

     Article 1. Name.  The name of the Corporation is R.S. Andrews
Termite & Pest Control, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Vincent,
Chorey, Taylor & Feil, A Professional Corporation, 3399 Peachtree
Road, N.E., The Lenox Building, Suite 1700, Atlanta, Fulton
County, Georgia 30326.  The initial registered agent of the
Corporation at such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, DeKalb
County, Georgia 30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of four (4) members, whose names and addresses are
set forth below:
                    R. Stephen Andrews
                    1800 Montreal Circle
                    Tucker, Georgia 30084

                    Peter J. Aryan
                    1800 Montreal Circle
                    Tucker, Georgia 30084

                    W. David Bledsoe
                    1800 Montreal Circle
                    Tucker, Georgia 30084

                    Connie Couch
                    1800 Montreal Circle
                    Tucker, Georgia 30084

     Article 7. Director's Liability. No director shall have any
personal liability to the Corporation or to its shareholders for
monetary damages for breach of duty of care or other duty as a
director, by reason of any act or omission occurring on or
subsequent to the date when this provision becomes effective,
except that this provision shall not eliminate or limit the
liability of a director for (a) any appropriation, in violation of
his duties, of any business opportunity of the Corporation; (b)
acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) liabilities of a director imposed by
Section 14-2-832 of the Code; or (d) any transaction from which
the director received an improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the Jaws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Action for Shareholders Without a Meeting. Any
action required or permitted by statute or by the Articles of
Incorporation or Bylaws of the Corporation to be taken at a
meeting of the shareholders of the Corporation may be taken
without a meeting if a written consent, setting forth the action
so taken, shall be signed by persons entitled to vote at a meeting
those shares having sufficient voting power to cast not less than
the minimum number (or numbers, in the case of voting by groups)
of votes that would be necessary to authorize or take such action
at a meeting at which all shareholders entitled to vote were
present and voted. No such written consent shall be valid unless
(i) the consenting shareholder has been furnished the same
material that would have been required to be sent to shareholders
in a 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 (ii) the consent includes an
express waiver of the right to receive the material otherwise
required to be furnished. Notice of such action without a meeting
by less than unanimous written consent, together with such
material, shall be given within, ten (10) days of the taking of
such action to those shareholders of record who did not
participate in taking the action.

     Article 10. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Vincent, Chorey, Taylor &
Feil, A Professional Corporation, Suite 1700, The Lenox Building,
3399 Peachtree Road, N.E., Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan, Jr. Incorporator


Suite 1700
3399 Peachtree Road, N.E.
Atlanta, Georgia 30326
404/841-3200



                       ARTICLES OF AMENDMENT

                              TO THE

                     ARTICLES OF INCORPORATION

                                OF

             R.S. ANDREWS TERMITE & PEST CONTROL, INC

                                1.

     The name of the Corporation is R. S. Andrews Termite & Pest
Control, Inc. (the "Corporation").

                                2.

     Effective the date of filing, Article 1 of the Articles of
Incorporation of the Corporation is amended by deleting the
existing Article 1, and by substituting the following therefor:

     "Article l. Name. The name of the Corporation is AllSafe
Termite & Pest Control, Inc."

                                3.

     The foregoing amendment was adopted by the Corporation's
Board of Directors as of July 31, 1998, and did not require
shareholder approval.

     IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to be executed by its duly authorized officer as of
July 31, 1998.

                         R.S. ANDREWS TERMITE & PEST CONTROL,
                         INC.

                         By: /s/ R. S. Andrews
                         R. Stephen Andrews, President

Exhibit b-18



                        BYLAWS

                          OF

      R. S. ANDREWS TERMITE & PEST CONTROL, INC.


                  ARTICLE I. OFFICES

              Section 1.01. Registered Office and
Agent. The Corporation shall have and continuously
maintain a registered office and registered agent in
accordance with the provisions of Section 14-2-501 of
the Georgia Business Corporation Code.

              Section 1.02. Other Offices. The
Corporation may have offices at such place or places
within or without the State of Georgia as the Board of
Directors may from time to time appoint or the business
of the Corporation may require or make desirable.

          ARTICLE II. SHAREHOLDERS MEETINGS

              Section 2.01. Place of Meetings. All
meetings of the Shareholders shall be held at such
place as may be fixed from time to time by the Board of
Directors. In the absence of a resolution adopted by
the Board of Directors fixing such place, all meetings
shall be held at the principal office of the
Corporation.

              Section 2.02. Annual meetings. An annual
meeting of the Shareholders shall be held on the last
business day of the fifth month following the close of
each fiscal year, or at such other time and date prior
thereto and following the close of the fiscal year as
shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such
other business as may properly be brought before the
meeting.

              Section 2.03. Special Meetings. Special
meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or the
Articles of Incorporation, may be called by the
Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or
the Secretary: (i) when so directed by the Board of
Directors, (ii) at the request in writing of any two
(2) or more Directors, delivered to such Officer, or
(iii) when the holders of at least twenty-five percent
(25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special
meeting sign, date and deliver to the Secretary one or
more written demands for the meeting. All such written
requests shall state the purpose or purposes of the
proposed meeting.

              Section 2.04. Notice of Meetings: Waiver
of Notice. Except as otherwise required by statute or
the Articles of Incorporation, written notice of each
meeting of the Shareholders, whether annual or special,
shall be served either personally or by mail, upon each
Shareholder of record entitled to vote at such meeting,
not less than 10 nor more than 60 days before such
meeting. If mailed, such notice shall be directed to a
Shareholder at his post office address last shown on
the records of the Corporation. Notice of any special
meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any
meeting of Shareholders shall not be required to be
given to any Shareholder who, in person or by his
attorney thereunto authorized, either before or after
such meeting, shall waive such notice by means of a
signed writing delivered to the Corporation. Attendance
of a Shareholder at a meeting, either in person or by
proxy, shall of itself constitute waiver of notice and
waiver of any and all objections to the place of the
meeting, the time of the meeting, the manner in which
it has been called or convened, or the consideration of
a particular matter that is not within the purpose or
purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of
stating, at the beginning of the meeting, any such
objection or objections to the transaction of business.



              Section 2.05. Quorum: Adjournment of
Meetings. The holders of a majority of the stock
issued, outstanding, and entitled to vote, present in
person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the
transaction of business, except as otherwise provided
by law, by the Articles of Incorporation, or by these
Bylaws. If, however, such majority shall not be present
or represented at any meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the
meeting from time to time. If the adjournment is not
for more tan 120 days, the adjourned meeting may be
held without notice other than an announcement at the
meeting. If the adjournment is for more than 120 days,
or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be
given to each Shareholder of record entitled to vote at
such meeting. At any such adjourned meeting at which a
quorum shall be present in person or by proxy, any
business may be transacted that might have been
transacted at the meeting as originally called.

              Section 2.06. Voting. At every meeting of
the Shareholders, including meetings of the
Shareholders for the election of Directors, any
Shareholder having the right to vote shall be entitled
to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless
said proxy provides for a longer period. Each
Shareholder shall have one vote for each share of stock
having voting power, registered in his name on the
books of the Corporation.  If a quorum exists, action
on a matter (other than the election of Directors) by
the Shareholders is approved if the votes cast favoring
the action exceed the votes cast opposing the action,
unless the Articles of Incorporation, these Bylaws, or
the Georgia Business Corporation Code requires a
greater number of affirmative votes. Unless otherwise
provided in the Articles of Incorporation, Directors
are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at
which a quorum is present, and the vote for the
election of Directors shall be by written ballot.

              Section 2.07. Conduct of Meetings. The
Chairman of the Board of Directors, or in his absence
the President, or in their absence a person appointed
by the Board of Directors, shall preside at meetings of
the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the
presiding Officer, shall act as Secretary for meetings
of the Shareholders.

              Section 2.08. Written Consents. Any
action required or permitted to be taken at a meeting
of the Shareholders of the Corporation may be taken
without a meeting if written consent, setting forth the
action so taken, shall be signed by persons who would
be entitled to vote at a meeting those shares having
voting power to cast not less than the minimum number
(or numbers, in the case of voting by classes) of votes
that would be necessary to authorize or take such
action at a meeting at which all shares entitled to
vote were present and voted. The rights set forth
herein shall be governed by and subject to the
provisions of O.C.G.A. Section 14-2-704.

              Section 2.09. Inspectors of Election. All
votes by ballot at any meeting of Shareholders shall be
conducted by such number of inspectors of election as
are appointed for that purpose by either the Board of
Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the
qualifications of voters, count the votes and declare
the results.

              Section 2.10. Record Date. The Board of
Directors, in order to determine the Shareholders
entitled to notice of or to vote at any meeting of
Shareholders or any adjournment thereof, or entitled to
express consent to corporate action in writing without
a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for
the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than
seventy (70) days before the date of such meeting, nor
more than seventy (70) days prior to any other action,
and in such case only such Shareholders as shall be
Shareholders of record on the date so fixed, shall be
entitled to such notice of or to vote at such meeting
or any adjournment thereof, or to express consent to
such corporate action in writing without a meeting, or
to receive payment of any such dividend or other
distribution or allotment of any rights, or to exercise
any such rights in respect of stock or to take any such
other lawful action, as the case may be,
notwithstanding any transfer of any stock on the books
of the Corporation after any such record date is fixed
as aforesaid.

           ARTICLE III. BOARD OF DIRECTORS


     Section 3.01. Authority. Except as may be
otherwise provided by any legal agreement among
Shareholders, the property and business of the
Corporation shall be managed by its Board of Directors.
In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may
exercise all powers of the Corporation and do all such
lawful acts and things as are not by law, by any legal
agreement among Shareholders, by the Articles of
Incorporation, or by these Bylaws directed or required
to be exercised or done by the Shareholders.


         Section 3.02. Number and Term. The Board of
Directors shall consist of that number of members to be
fixed by resolution or agreement of the Shareholders
from time to time. Each Director (whether elected at an
annual meeting of Shareholders or otherwise) shall hold
office until the annual meeting of Shareholders held
next after his election, and until a successor shall be
elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal.
Directors need not be Shareholders.

              Section 3.03. Vacancies. A vacancy on the
Board of Directors shall exist upon the death,
resignation, removal, or incapacity to serve of any
Director; upon the increase in the number of authorized
Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The
remaining Directors shall continue to act, and such
vacancies may be filled by a majority vote of the
remaining Directors then in office, though less than a
quorum, and, if not filled by prior action of the
Directors, may be filled by the Shareholders at any
meeting held during the existence of such vacancy.

              Section 3.04. Place of Meetings. The
Board of Directors may hold its meetings at such place
or places within or without the State of Georgia as it
may from time to time determine.

              Section 3.05. Compensation of Directors.
Directors may be allowed such compensation for
attendance at regular or special meetings of the Board
of Directors and of any special or standing committees
thereof as may be from time to time determined by
resolution of the Board of Directors.

              Section 3.06. Resignation. Any Director
may resign by giving written notice to the Board of
Directors. The resignation shall be effective on
receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event
the resignation shall be effective upon the election
and qualification of a successor. If the resignation is
effective at a future time, a successor may be elected
before that time to take office when the resignation
becomes effective.

              Section 3.07. Removal. The Shareholders
may declare the position of a Director vacant, and may
remove such Director for cause at a special meeting of
the Shareholders called for such purpose, on the
occurrence of any of the following events: the Director
has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the
Director has failed to attend any meeting of the Board
for at least a year and a half; or the Director has
been presented with one or more written charges, has
been given at least ten (10)days' notice of a hearing
at which he may have legal counsel present, and has
been given the opportunity for such a hearing at a
meeting of the Shareholders. The Shareholders may also
declare the position of a Director vacant, and may
remove such Director without cause, by a vote of two-
thirds of the votes cast by the shares entitled to vote
at a meeting at which a quorum is present.

              Section 3.08. Initial Meeting. Each newly
elected Board of Directors shall meet (i) at the place
and time which shall have been determined, in
accordance with the provisions of these  Bylaws, for
the holding of the regular meeting of the Board of
Directors scheduled to be held first following the
annual meeting of the Shareholders at which the newly
elected Board of Directors shall have been elected, or
(ii) if no place and time shall have been fixed for the
holding of such meeting of the Board of Directors, then
immediately following the close of such annual meeting
of Shareholders and at the place thereof, or (iii) at
such time and place as shall be fixed by the written
consent of all the Directors of such newly elected
Board of Directors. In any event no notice of such
meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

              Section 3.09. Regular Meetings. Regular
meetings of the Board of Directors may be held at such
time and place within or without the State of Georgia
as shall from time to time be determined by the Board
of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be
required in order legally to constitute such regular
meeting.

              Section 3.10. Special Meetings. Special
meetings of the Board of Directors may be called by the
Chairman of the Board of Directors or the President and
shall be called by the Chairman of the Board, the
President or the Secretary on the written request of
any two (2) or more Directors delivered to such Officer
of the Corporation. The Secretary shall give notice of
all meetings of the Board of Directors by mailing the
notice at least two (2) days before each meeting or by
personal delivery or telephoning the Directors not
later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and
place within or without the State of Georgia as shall
be stated in the notice of meeting. No notice of any
special meeting of the Board of Directors need state
the purposes thereof.

              Section 3.11. Waiver of Notice. A
Director may waive any notice required by this Article
Ill before or after the date and time stated in the
notice. Except as provided below, the waiver must be in
writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the
minutes or filing with the 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 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 3.12. Quorum: Voting. At all
meetings of the Board of Directors, the presence of a
majority of the authorized number of Directors shall be
necessary and sufficient to constitute a quorum for the
transaction of business. The act of a majority of the
Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by
law, by the Articles of Incorporation or by these
Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the
meeting from time to time until a quorum is reached.
Notice of any adjourned meeting need only be given by
announcement at the meeting at which the adjournment is
taken.


              Section 3.13. Telephonic Participation.
Directors may participate in meetings of the Board of
Directors through use of conference telephone or
similar communications equipment, provided all
Directors participating in the meeting can hear one
another. Such participation shall constitute personal
presence at the meeting, and consequently shall be
counted toward the required quorum and in any vote.

              Section 3.14. Conduct of Meetings. The
Chairman of the Board of Directors, or in his absence
the President, and in their absence the Vice President,
if any, named by the Board of Directors, shall preside
at meetings of the Board of Directors. The Secretary of
the Corporation, or in the Secretary's absence any
person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

              Section 3.15. Action by Written Consent.
Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if, prior to
such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case
may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee.

                ARTICLE IV. COMMITTEES

              Section 4.01. Executive Committee. The
Board of Directors may by resolution adopted by a
majority of the entire Board, designate an Executive
Committee of one (1) or more Directors.  Each member of
the Executive Committee shall hold office until the
first meeting of the Board of Directors after the
annual meeting of the Shareholders next following his
election and until his successor member of the
Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a
Director.

              Section 4.02. Executive Committee -
Powers. During the intervals between the meetings of
the Board of Directors, the Executive Committee may
exercise all the powers of the Board of Directors in
the management of the business affairs of the
Corporation, including all powers specifically granted
to the Board of Directors by these Bylaws or by the
Articles of Incorporation, and may authorize the seal
of the Corporation to be affixed to all papers which
may require it; provided, however, that the Executive
Committee shall not have the power to amend or repeal
any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by
the Executive Committee, and the Executive Committee
shall not have the authority of the Board of Directors
in reference to (1) amending the Articles of
Incorporation; (2) adopting, amending or approving a
plan of merger or share exchange; (3) adopting,
amending or repealing the Bylaws of the Corporation;
(4) the filling of vacancies on the Board of Directors
or on any committee; (5) approving or proposing to
Shareholders action that the Georgia Business
Corporation Code requires to be approved by
Shareholders; (6) the sale, lease, exchange or other
disposition of all or substantially all the property or
assets of the Corporation; (7) the removal of any or
all of the Officers of the Corporation; or (8) a
voluntary dissolution of the Corporation or a
revocation of any such voluntary dissolution.

          Section 4.03. Executive Committee - Meetings.
The Executive Committee shall meet from time to time on
call of the Chairman of the Board of Directors, the
President, or of any one (1) or more members of the
Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within
or without the State of Georgia, as the Executive
Committee shall determine or as may be specified or
fixed in the respective notices of such meetings. The
Executive Committee may fix its own rules of procedure,
including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report
these proceedings to the Board of Directors at the
meeting thereof held next after such meeting of the
Executive Committee. All such proceedings shall be
subject to revision or alteration by the Board of
Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such
proceedings prior to any such revision or alteration.
The Executive Committee shall act by majority vote of
its members.

              Section 4.04. Executive Committee -
Alternate Members. The Board of Directors, by
resolution adopted in accordance with Section 4.01, may
designate one (1) or more Directors as alternate
members of any such committee, who may act in the place
and stead of any absent member or members at any
meeting of such committee.

              Section 4.05. Other Committees. The Board
of Directors, by resolution adopted by a majority of
the entire Board, may designate one (1) or more other
committees, each committee to consist of one (1) or
more of the Directors of the Corporation, which shall
have such name or names and shall have and may exercise
such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except
the powers denied to the Executive Committee, as may be
determined from time to time by the Board of Directors.

              Section 4.06. Removal of Committee
Members. The Board of Directors shall have power at any
time to remove any or all of the members of any
committee, with or without cause, to fill vacancies in
and to dissolve any such committee.

                 ARTICLE V. OFFICERS

              Section 5.01. Election of Officers. The
Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall elect a President
and may elect such other of the following Officers: a
Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive
Vice President), a Secretary and a Treasurer. The Board
of Directors at any time and from time to time may
appoint such other Officers as it shall deem necessary,
including one or more Assistant Vice Presidents, one or
more Assistant Treasurers, and one or more Assistant
Secretaries, who shall hold their offices for such
terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board
of Directors or the Chairman of the Board.

              Section 5.02. Compensation. The salaries
of the Officers of the Corporation shall be fixed by
the Board of Directors, except that the Board of
Directors may delegate to any Officer or Officers the
power to fix the compensation of any Officer appointed
in accordance with the second sentence of Section 5.01
of these Bylaws.

              Section 5.03. Term, Removal, Resignation.
Each Officer of the Corporation shall hold office until
the first meeting of the Board of Directors after the
annual meeting of Shareholders following the officer's
election and until his successor is chosen or until his
earlier resignation, death, removal or termination of
his office. Any Officer may be removed with or without
cause by a majority vote of the Board of Directors
whenever in its judgment the best interests of the
Corporation would be served thereby. Any Officer may
resign by giving written notice to the Board of
Directors. The resignation shall be effective upon
receipt, or at such time as may be specified in such
notice.

              Section 5.04. Chairman of the Board. The
Chairman of the Board of Directors, when one is
elected, may be declared by the Board to be the Chief
Executive Officer of the Corporation and, if so, shall
have general and active management of the business of
the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into
effect. He shall be ex officio a member of all standing
committees, unless otherwise provided in the resolution
appointing the same. The Chairman of the Board shall
call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and
shall act as chairman of such meetings.

              Section 5.05. President. When no Chairman
of the Board has been elected, or if a Chairman has
been elected and not declared to be the Chief Executive
Officer, or in the event of the death or disability of
the Chairman of the Board or at his request, the
President shall have all of the powers and perform the
duties of the Chairman of the Board. The President
shall also have such powers and perform such duties as
are specifically imposed upon him by law and as may be
assigned to him by the Board of Directors or the
Chairman of the Board. The President shall be ex
officio a member of all standing committees, unless
otherwise provided in the resolution appointing such
committees. In the absence of a Chairman of the Board
serving as Chief Executive Officer, the President shall
call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and
shall act as chairman of such meetings. If no other
Officers are elected, the President shall also have all
of the powers and perform the duties of Secretary and
Treasurer.

              Section 5.06. Vice Presidents. The Vice
Presidents shall perform such duties as are generally
performed by vice presidents. The Vice Presidents shall
perform such other duties and exercise such other
powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The
Assistant Vice Presidents shall have such powers, and
shall perform such duties, as may be prescribed from
time to time by the Board of Directors, the Chairman of
the Board, or the President.

              Section 5.07. Secretary. The Secretary
shall attend all meetings of the Board of Directors and
all meetings of the Shareholders, shall record all
votes and the minutes of all proceedings in books to be
kept for that purpose, and shall perform like duties
for the standing committees when required. He shall
give, or cause to be given, any notices required to be
given of any meetings of the Shareholders and of the
Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the
Chairman of the Board of Directors, or the President.
The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at
the Secretary's request, perform the duties and
exercise the powers and authority herein granted to the
Secretary.

              Section 5.08. Treasurer. The Treasurer
shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies
or other valuable effects in such banks, trust
companies, or other depositories as shall from time to
time be selected by the Board of Directors.  He shall
render to the Chairman of the Board of Directors, the
President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the
duties incident to the office of treasurer of a
corporation, and such other duties as may be assigned
to him by the Board of Directors, the Chairman of the
Board, or the President.

          Section 5.09. Vacancy in Office. In case of
the absence of any Officer of the Corporation, or for
any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate, for
the time being, any or all of the powers or duties of
such Officer to any other Officer or to any Director.

              ARTICLE VI. CAPITAL STOCK

              Section 6.01. Share Certificates. The
interest of each Shareholder shall be evidenced by a
certificate or certificates representing shares of
stock of the Corporation which shall be in such form as
the Board of Directors may from time to time adopt. The
certificates shall be consecutively numbered, and the
issuance of shares shall be duly recorded in the books
of the Corporation as they are issued. Each certificate
shall indicate the holder's name, the number of shares,
the class of shares and series, if any, represented
thereby, a statement that the Corporation is organized
under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are
without par value. Each certificate shall be signed by
the Chairman of the Board, the President, or a Vice
President, and may (but need not) be signed by
Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, if such officer or officers have been
elected or appointed by the Corporation; provided,
however, that if such certificate is signed by a
transfer agent, or by a transfer clerk acting on behalf
of the Corporation, and a registrar, the signature of
any such Officer may be a facsimile. In the event that
any Officer who has signed, or whose facsimile
signature has been used on, any such certificate, shall
cease to be an Officer of the Corporation, whether
because of death, resignation, or otherwise, prior to
the delivery of such certificate by the Corporation,
such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have
been used thereon had not ceased to be such Officer.

              Section 6.02. Shareholder Records. The
Secretary shall keep a record of the Shareholders of
the Corporation which readily indicates in alphabetical
order or by alphabetical index, and by classes of
stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of
shares held by such Shareholders. Said record shall be
presented at all meetings of the Shareholders.

              Section 6.03. Stock Transfer Books.
Transfers of stock shall be made on the books of the
Corporation only by the person named in the
certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate
therefor, or in the case of a certificate alleged to
have been lost, stolen or destroyed, upon compliance
with the provisions of Section 6.06 of these Bylaws.

              Section 6.04. Shareholder Rights. The
Corporation shall be entitled to treat the record
holder of any share of stock of the Corporation as the
person entitled to vote such share and to receive any
dividend or other distribution with respect to such
share, and for all other purposes and accordingly shall
not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other
person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

              Section 6.05. Transfer Agent. The Board
of Directors may appoint one or more transfer agents
and one or more registrars and may require each stock
certificate to bear the signature or signatures of a
transfer agent or a registrar or both.

              Section 6.06. Replacement Certificates.
Any person claiming a certificate of stock to be lost,
stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of
Directors may require and shall, if the Directors so
require, give the Corporation a bond of indemnity. Such
bond shall be in form and amount satisfactory to the
Board of Directors, and shall be with one or more
sureties, whereupon an appropriate new certificate may
be issued in lieu of the one alleged to have been lost,
stolen or destroyed.



              ARTICLE VII. MISCELLANEOUS

              Section 7.01. Inspection of Books. The
Board of Directors shall have power to determine which
accounts and books of the Corporation, if any, shall be
open to the inspection of Shareholders, except with
respect to such accounts, books and records as may by
law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable
rules and regulations not in conflict with the
applicable laws, if any, for the inspection of records,
accounts, and books which by law or by determination of
the Board of Directors shall be open to inspection, and
the Shareholders' rights in this respect are and shall
be restricted and limited accordingly.

              Section 7.02. Fiscal Year. The fiscal
year of the Corporation shall be fixed from time to
time by resolution of the Board of Directors.

              Section 7.03. Seal. The corporate seal
shall be in such form as the Board of Directors may
from time to time determine. In the event it is
inconvenient to use such seal at any time, the
signature of the Corporation followed by the word
"SEAL" or "CORPORATE SEAL" enclosed in parenthesis or
scroll, shall be deemed to be the seal of the
Corporation.

              Section 7.04. Annual Statements. Not
later than four (4) months after the close of each
fiscal year, and in any case prior to the next annual
meeting of Shareholders, the Corporation shall prepare:

              (1) a balance sheet showing in reasonable
detail the financial condition of the Corporation as of
the close of its fiscal year, and

              (2) a profit and loss statement showing
the results of its operation during its fiscal year.

         Upon written request, the Corporation promptly
shall mail to any Shareholder of record a copy of the
most recent such balance sheet and profit and loss
statement.

              Section 7.05. Appointment of Agents. The
Chairman of the Board of Directors and the President
shall be authorized and empowered in the name of and as
the act and deed of the Corporation to name and appoint
general and special agents, representatives and
attorneys to represent the Corporation in the United
States or in any foreign country or countries; to name
and appoint attorneys and proxies to vote any shares of
stock in any other corporation at any time owned or
held of record by the Corporation; to prescribe, limit
and define the powers and duties of such agents,
representatives, attorneys and proxies; and to make
substitution, revocation, or cancellation in whole or
in part of any power or authority conferred on any such
agent, representative, attorney or proxy. All powers of
attorney or other instruments under which such agents,
representatives, attorneys or proxies shall be so named
and appointed shall be signed and executed by the
Chairman of the Board of Directors or the President.
Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized
by the instrument appointing him, may substitute or
delegate his powers in whole or in part and revoke and
cancel such substitutions or delegations. No special
authorization by the Board of Directors shall be
necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete
authority to the Officers above designated to do all
the acts and things as they deem necessary or
incidental thereto or in connection therewith.

              Section 7.06. Indemnification.

                   (a)  Under the circumstances
prescribed in this Section 7.06, the Corporation shall
indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal (a
"Proceeding"), by reason of the fact that he is or was
a Director or Officer of the Corporation, or, while a
Director or Officer, is or was serving at the request
of the Corporation as an officer, director, partner,
joint venturer, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, against the obligation to pay a judgment,
settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection with such Proceeding, but
only if he acted in a manner he believed to be in good
faith, and to be in or not opposed to the best
interests of the Corporation, and with respect to any
criminal Proceeding, if he had no reasonable cause to
believe his conduct was unlawful.  Notwithstanding the
above, the indemnification permitted hereunder in
connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses
(including attorneys' fees) incurred in connection with
the Proceeding.

                   (b)  The termination of any
Proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth
in Section 7.06(a).

                   (c)  Notwithstanding the foregoing,
the Corporation shall not indemnify any Director or
Officer in connection with any Proceeding (i) by or in
the right of the Corporation in which said person was
adjudged liable to the Corporation, or (ii) in which he
was adjudged liable on the basis that personal benefit
was improperly received by him.

                   (d)  To the extent that a Director
or Officer has been successful, on the merits or
otherwise, in the defense of any Proceeding to which he
was a party because he is or was a Director or Officer,
or in the defense of any claim, issue or matter
therein, the Corporation shall indemnify him against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.


               (e)  Except as provided in paragraph (d)
of this Section 7.06, and except as may be ordered by a
court, the Corporation shall not indemnify any Director
or Officer unless authorized hereunder and a
determination has been made that indemnification of the
Director or Officer is proper in the circumstances
because he has met the applicable standard of conduct
set forth in Section 7.06(a). Such determination shall
be made in accordance with Section 14-2-855 of the
Georgia Business Corporation Code, as amended.

                   (f)  Reasonable expenses (including
attorneys' fees) incurred by a Director or Officer who
is a party to a Proceeding shall be paid by the
Corporation in advance of the final disposition of such
Proceeding if (i) the Director or Officer furnishes the
Corporation a written affirmation of his good faith
belief that he has met the standard of conduct set
forth in Section 7.06(a), and (ii) the Director or
Officer furnishes the Corporation a written undertaking
to repay any advances if it is ultimately determined
that he is not entitled to indemnification.

                   (g)  The indemnification provided by
this Section 7.06 shall not be deemed exclusive of any
other right to which the persons indemnified hereunder
shall be entitled and shall inure to the benefit of the
heirs, executors or administrators of such persons.

                   (h)  The Corporation may purchase
and maintain insurance on behalf of any person who is
or was a Director or Officer of the Corporation, or is
or was serving at the request of the Corporation as a
director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against any
liability asserted against him and incurred by him in
any such capacity, or arising out of his status as
such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Section 7.06.

                   (i)  If any expenses or other
amounts are paid by way of indemnification, otherwise
than by court order or by an insurance carrier pursuant
to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual
meeting of the Shareholders, unless such meeting is
held within three (3) months from the date of such
payment, and, in any event, within fifteen (15) months
from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to
vote for the election of Directors, a statement
specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the
litigation or threatened litigation.

              Section 7.07. Reimbursement from
Officers. Any payment made to an Officer of the
Corporation, such as salary, commission, bonus,
interest, rent or entertainment expense incurred by
him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service,
shall be reimbursed by such Officer to the Corporation
to the full extent of such disallowance, unless
otherwise approved by the Board of Directors. It shall
be the duty of the Board of Directors to enforce
payment of each such amount disallowed. In lieu of
payment by the Officer, subject to the determination of
the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until
the amount owed to the Corporation has been recovered.

       Section 7.08. Reimbursement of Personal
Expenses. Each Officer and Director of the Corporation
shall be required from time to time to bear personally
incidental expenses related to his responsibilities as
an Officer and Director which expenses unless
specifically authorized shall not be subject to
reimbursement by the Company.

               ARTICLE VIII. AMENDMENTS

              Section 8.01. Amendment. The Bylaws of
the Corporation may be altered or amended and new
Bylaws may be adopted by the Shareholders at any annual
or special meeting of the Shareholders or by the Board
of Directors at any regular or special meeting of the
Board of Directors; provided, however, that if such
action is to be taken at a meeting of the Shareholders,
notice of the general nature of the proposed change in
the Bylaws shall have been given in the notice of the
meeting.

               ARTICLE IX. CONSTRUCTION

              Section 9.01. Construction. In the event
of any conflict between the terms of these Bylaws and
the terms of the Articles of Incorporation or any
agreement between and among the Shareholders, the terms
of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and
govern.

              IN WITNESS WHEREOF, the undersigned
Secretary does hereby attest that the foregoing Bylaws
were adopted as the Bylaws of the Corporation by act of
the Board of Directors of the Corporation as of October
17, 1995.



                /s/Robert Smelas
                Robert Smelas, Secretary

Exhibit B-19

                     ARTICLES OF INCORPORATION

                                OF

            R. S. ANDREWS ENTERPRISES OF ALABAMA, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of Alabama, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of five(5) members.

     Article 7. Director's liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person. who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be indemnified by the Corporation
against those expenses (including attorneys' fees, judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigation, in which such person may be involved by reason of
his being or having been a director or officer of the Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey. Taylor & Feil, A
Professional Corporation. 3399 Peachtree Road, N.E., Suite 1700,
The Lenexa Building. Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed the Articles
of Incorporation.

                              /s/ David K. Flanigan, Jr.
                              David K Flanigan, Jr. Incorporator

                                                      Exhibit B-20
                                  Great Plains Energy Incorporated
                                    2001 Annual Report on Form U5S

                              BYLAWS

                                OF

            R. S. ANDREWS ENTERPRISES OF ALABAMA, INC.

                        ARTICLE I. OFFICES

      Section  1.01. Registered Office and Agent. The  Corporation
shall  have  and  continuously maintain a  registered  office  and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at  such place or places within or without the State of Georgia as
the  Board  of  Directors may from time to  time  appoint  or  the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

      Section  2.01.  Place  of  Meetings.  All  meetings  of  the
Shareholders shall be held at such place as may be fixed from time
to  time by the Board of Directors. In the absence of a resolution
adopted  by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

      Section  2.02.  Annual meetings. An annual  meeting  of  the
Shareholders shall be held on the last business day of  the  fifth
month  following the close of each fiscal year, or at  such  other
time  and date prior thereto and following the close of the fiscal
year  as  shall be determined by the Board of Directors,  for  the
purpose  of electing Directors and transacting such other business
as may properly be brought before the meeting.

      Section  2.03.  Special Meetings. Special  meetings  of  the
Shareholders,  for  any  purpose  or  purposes,  unless  otherwise
prescribed  by  statute or the Articles of Incorporation,  may  be
called by the Chairman of the Board or the President; and shall be
called  by  the  Chairman  of  the Board,  the  President  or  the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent  (25  %)  of all votes entitled to be cast  on  any  issue
proposed  to  be considered at the proposed special meeting  sign,
date  and  deliver to the Corporation one or more written  demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise  required by statute or the Articles  of  Incorporation,
written notice of each meeting of the Shareholders, whether annual
or  special,  shall be served either personally or by  mail,  upon
each  Shareholder of record entitled to vote at such meeting,  not
less than 10 nor more than 60 days before such meeting. If mailed,
such  notice shall be directed to a Shareholder at his post office
address  last shown on the records of the Corporation.  Notice  of
any  special  meeting of Shareholders shall state the  purpose  or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any  Shareholder
who,  in  person  or by his attorney thereunto authorized,  either
before or after such meeting, shall waive such notice by means  of
a  signed  writing delivered to the Corporation. Attendance  of  a
Shareholder at a meeting, either in person or by proxy,  shall  of
itself  constitute  waiver of notice and waiver  of  any  and  all
objections  to the place of the meeting, the time of the  meeting,
the  manner  in  which  it has been called  or  convened,  or  the
consideration  of  a  particular matter that  is  not  within  the
purpose or purposes described in the meeting notice, except when a
Shareholder  attends a meeting solely for the purpose of  stating,
at  the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present  in  person  or represented by proxy, shall  constitute  a
quorum at all meetings of the Shareholders for the transaction  of
business, except as otherwise provided by law, by the Articles  of
Incorporation,  or  by  these Bylaws. If, however,  such  majority
shall  not  be  present  or represented  at  any  meeting  of  the
Shareholders,  the Shareholders entitled to vote thereat,  present
in person or by proxy, shall have the power to adjourn the meeting
from  time  to time. If the adjournment is not for more  than  120
days, the adjourned meeting may be held without notice other  than
an  announcement at the meeting. If the adjournment  is  for  more
than  120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to  each
Shareholder  of  record entitled to vote at such meeting.  At  any
such  adjourned  meeting at which a quorum  shall  be  present  in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

      Section  2.06. Voting. At every meeting of the Shareholders,
including  meetings  of  the  Shareholders  for  the  election  of
Directors,  any  Shareholder having the right  to  vote  shall  be
entitled  to  vote in person or by proxy, but no  proxy  shall  be
voted  after eleven (11) months from its date, unless  said  proxy
provides for a longer period. Each Shareholder shall have one vote
for  each  share of stock having voting power, registered  in  his
name  on the books of the Corporation. If a quorum exists,  action
on  a  matter  (other  than  the election  of  Directors)  by  the
Shareholders  is  approved if the votes cast favoring  the  action
exceed the votes cast opposing the action, unless the Articles  of
Incorporation,  these Bylaws, or the Georgia Business  Corporation
Code  requires  a  greater  number of  affirmative  votes.  Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote  in  the election at a meeting at which a quorum is  present,
and  the  vote for the election of Directors shall be  by  written
ballot.

      Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a  person  appointed by the Board of Directors, shall  preside  at
meetings of the Shareholders. The Secretary of the Corporation, or
in  the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

      Section  2.08.  Written  Consents. Any  action  required  or
permitted  to  be  taken at a meeting of the Shareholders  of  the
Corporation  may  be taken without a meeting if  written  consent,
setting  forth  the  action so taken,  and  bearing  the  date  of
signature,  shall be signed by persons who would  be  entitled  to
vote  at  a meeting those shares having voting power to  cast  not
less than the minimum number (or numbers, in the case of voting by
classes)  of  votes that would be necessary to authorize  or  take
such action at a meeting at which all shares entitled to vote were
present  and voted. The rights set forth herein shall be  governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

      Section 2.09. Inspectors of Election. All votes by ballot at
any  meeting of Shareholders shall be conducted by such number  of
inspectors of election as are appointed for that purpose by either
the  Board  of  Directors or by the Chairman of the  meeting.  The
inspectors  of  election shall decide upon the  qualifications  of
voters, count the votes and declare the results.

      Section 2.10. Record Date. The Board of Directors, in  order
to  determine the Shareholders entitled to notice of or to vote at
any  meeting  of  Shareholders  or  any  adjournment  thereof,  or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled  to  exercise
any  rights  in respect of any change, conversion or  exchange  of
stock, or for the purpose of any other lawful action, shall fix in
advance  a  record date which shall not be more than seventy  (70)
days  before the date of such meeting, nor more than seventy  (70)
days  prior  to  any  other action, and in  such  case  only  such
Shareholders  as shall be Shareholders of record on  the  date  so
fixed,  and that are otherwise entitled to vote, shall be entitled
to  such  notice of or to vote at such meeting or any  adjournment
thereof, or to express consent to such corporate action in writing
without  a meeting, or to receive payment of any such dividend  or
other distribution or allotment of any rights, or to exercise  any
such  rights in respect of stock or to take any such other  lawful
action,  as the case may be, notwithstanding any transfer  of  any
stock  on the books of the Corporation after any such record  date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

      Section 3.01. Authority. Except as may be otherwise provided
by  any  legal  agreement  among Shareholders,  the  property  and
business  of  the  Corporation shall be managed by  its  Board  of
Directors.  In  addition  to the powers  and  authority  expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers  of the Corporation and do all such lawful acts and  things
as  are not by law, by any legal agreement among Shareholders,  by
the  Articles  of  Incorporation, or by these Bylaws  directed  or
required to be exercised or done by the Shareholders.

      Section 3.02. Number and Term. The Board of Directors  shall
consist  of  that number of members to be fixed by  resolution  or
agreement  of  the Shareholders from time to time.  Each  Director
(whether   elected  at  an  annual  meeting  of  Shareholders   or
otherwise)   shall  hold  office  until  the  annual  meeting   of
Shareholders held next after his election, and until  a  successor
shall  be  elected  and  qualified, or until  his  earlier  death,
resignation, incapacity to serve, or removal. Directors  need  not
be Shareholders.

      Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve  of  any  Director;  upon the  increase  in  the  number  of
authorized Directors; and upon the failure of the Shareholders  to
elect  the  full  number  of Directors authorized.  The  remaining
Directors shall continue to act, and such vacancies may be  filled
by  a  majority  vote of the remaining Directors then  in  office,
though  less than a quorum, and, if not filled by prior action  of
the  Directors, may be filled by the Shareholders at  any  meeting
held during the existence of such vacancy.

      Section 3.04. Place of Meetings. The Board of Directors  may
hold  its  meetings at such place or places within or without  the
State of Georgia as it may from time to time determine.

      Section  3.05. Compensation of Directors. Directors  may  be
allowed  such  compensation for attendance at regular  or  special
meetings  of the Board of Directors and of any special or standing
committees  thereof  as  may be from time to  time  determined  by
resolution of the Board of Directors.

      Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the  effective  date  of  such resignation,  in  which  event  the
resignation shall be effective upon the election and qualification
of  a successor. If the resignation is effective at a future time,
a  successor  may be elected before that time to take office  when
the resignation becomes effective.

      Section  3.07.  Removal. The Shareholders  may  declare  the
position  of  a Director vacant, and may remove such Director  for
cause  at  a special meeting of the Shareholders called  for  such
purpose,  on  the occurrence of any of the following  events:  the
Director  has  been declared of unsound mind by a final  order  of
court;  the Director has been convicted of a felony; the  Director
has  failed to attend any meeting of the Board for at least a year
and  a  half; or the Director has been presented with one or  more
written charges, has been given at least ten (10) days' notice  of
a hearing at which he may have legal counsel present, and has been
given  the  opportunity for such a hearing at  a  meeting  of  the
Shareholders. The Shareholders may also declare the position of  a
Director vacant, and may remove such Director without cause, by  a
vote  of  two-thirds of the votes cast by the shares  entitled  to
vote at a meeting at which a quorum is present.

      Section  3.08. Initial Meeting. Each newly elected Board  of
Directors  shall meet (i) at the place and time which  shall  have
been  determined,  in  accordance with  the  provisions  of  these
Bylaws,  for  the holding of the regular meeting of the  Board  of
Directors scheduled to be held first following the annual  meeting
of  the Shareholders at which the newly elected Board of Directors
shall  have been elected, or (ii) if no place and time shall  have
been  fixed  for  the  holding of such meeting  of  the  Board  of
Directors,  then immediately following the close  of  such  annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors  of such newly elected Board of Directors. In any  event
no  notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of  Directors may be held at such time and place within or without
the  State of Georgia as shall from time to time be determined  by
the  Board  of Directors by resolution, and such resolution  shall
constitute  notice thereof No further notice shall be required  in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of  Directors  may  be  called by the Chairman  of  the  Board  of
Directors or the President and shall be called by the Chairman  of
the  Board, the President or the Secretary on the written  request
of  any two (2) or more Directors delivered to such Officer of the
Corporation.  The Secretary shall give notice of all  meetings  of
the Board of Directors by mailing the notice at least two (2) days
before  each  meeting or by personal delivery or  telephoning  the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place  within
or  without the State of Georgia as shall be stated in the  notice
of  meeting.  No  notice of any special meeting of  the  Board  of
Directors need state the purposes thereof.

      Section  3.11. Waiver of Notice. A Director  may  waive  any
notice  required by this Article Ill before or after the date  and
time  stated in the notice. Except as provided below,  the  waiver
must be in writing, signed by the Director entitled to the notice,
and  delivered to the Corporation for inclusion in the minutes  or
filing with the 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 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number  of
Directors shall be necessary and sufficient to constitute a quorum
for  the  transaction of business. The act of a  majority  of  the
Directors present at any meeting at which there is a quorum  shall
be  the  act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation  or
by  these  Bylaws. In the absence of a quorum, a majority  of  the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need  only  be given by announcement at the meeting at  which  the
adjournment is taken.

       Section  3.13.  Telephonic  Participation.  Directors   may
participate in meetings of the Board of Directors through  use  of
conference telephone or similar communications equipment, provided
all  Directors participating in the meeting can hear one  another.
Such  participation  shall  constitute personal  presence  at  the
meeting,  and  consequently shall be counted toward  the  required
quorum and in any vote.

      Section 3.14. Conduct of Meetings. The Chairman of the Board
of  Directors,  or  in  his absence the President,  and  in  their
absence  the  Vice  President, if  any,  named  by  the  Board  of
Directors,  shall preside at meetings of the Board  of  Directors.
The  Secretary  of the Corporation, or in the Secretary's  absence
any  person  appointed  by the presiding  Officer,  shall  act  as
Secretary for meetings of the Board of Directors.

      Section 3.15. Action by Written Consent. Any action required
or  permitted to be taken at any meeting of the Board of Directors
or  of  any  committee thereof may be taken without a meeting  if,
prior  to such action, a written consent thereto is signed by  all
members of the Board or of such committee, as the case may be, and
such  written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an  Executive Committee of one (1) or more Directors. Each  member
of  the  Executive  Committee shall hold office  until  the  first
meeting of the Board of Directors after the annual meeting of  the
Shareholders  next following his election and until his  successor
member  of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

      Section  4.02.  Executive Committee  -  Powers.  During  the
intervals  between  the meetings of the Board  of  Directors,  the
Executive  Committee may exercise all the powers of the  Board  of
Directors  in  the  management  of the  business  affairs  of  the
Corporation,  including  all powers specifically  granted  to  the
Board  of  Directors  by  these  Bylaws  or  by  the  Articles  of
Incorporation, and may authorize the seal of the Corporation to be
affixed  to  all  papers which may require it; provided,  however,
that the Executive Committee shall not have the power to amend  or
repeal any resolution of the Board of Directors that by its  terms
shall  not  be  subject to amendment or repeal  by  the  Executive
Committee,  and  the  Executive  Committee  shall  not  have   the
authority  of the Board of Directors in reference to (1)  amending
the Articles of Incorporation; (2) adopting, amending or approving
a  plan  of  merger or share exchange; (3) adopting,  amending  or
repealing  the  Bylaws  of the Corporation;  (4)  the  filling  of
vacancies  on  the  Board of Directors or on  any  committee;  (5)
approving  or  proposing to Shareholders action that  the  Georgia
Business Corporation Code requires to be approved by Shareholders;
(6)  the  sale,  lease, exchange or other disposition  of  all  or
substantially  all the property or assets of the Corporation;  (7)
the  removal of any or all of the Officers of the Corporation;  or
(8) a voluntary dissolution of the Corporation or a revocation  of
any such voluntary dissolution.

      Section  4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman  of
the  Board of Directors, the President, or of any one (1) or  more
members  of  the  Executive Committee. Meetings of  the  Executive
Committee  may be held at such place or places, within or  without
the  State  of Georgia, as the Executive Committee shall determine
or  as may be specified or fixed in the respective notices of such
meetings.  The  Executive  Committee may  fix  its  own  rules  of
procedure,  including provision for notice of its meetings,  shall
keep   a  record  of  its  proceedings,  and  shall  report  these
proceedings to the Board of Directors at the meeting thereof  held
next  after  such  meeting of the Executive  Committee.  All  such
proceedings  shall  be subject to revision or  alteration  by  the
Board  of  Directors except to the extent that action  shall  have
been  taken pursuant to or in reliance upon such proceedings prior
to  any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

      Section  4.04. Executive Committee - Alternate Members.  The
Board  of  Directors,  by resolution adopted  in  accordance  with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and  stead
of any absent member or members at any meeting of such committee.

      Section  4.05. Other Committees. The Board of Directors,  by
resolution  adopted  by  a  majority  of  the  entire  Board,  may
designate  one  (1)  or more other committees, each  committee  to
consist  of  one (1) or more of the Directors of the  Corporation,
which  shall  have  such  name or names and  shall  have  and  may
exercise  such powers of the Board of Directors in the  management
of  the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from  time
to time by the Board of Directors.

      Section  4.06. Removal of Committee Members.  The  Board  of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

      Section  5.01. Election of Officers. The Board of Directors,
at  its  first  meeting after each annual meeting of Shareholders,
shall  elect a President and may elect such other of the following
Officers:  a Chairman of the Board of Directors, one or more  Vice
Presidents   (one  of  whom  may  be  designated  Executive   Vice
President), a Secretary, a Treasurer and a Controller.  The  Board
of  Directors  at any time and from time to time may appoint  such
other  Officers as it shall deem necessary, including one or  more
Assistant  Vice Presidents, one or more Assistant Treasurers,  and
one  or  more Assistant Secretaries, who shall hold their  offices
for  such  terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined  from  time to time by the Board of  Directors  or  the
Chairman of the Board.

      Section 5.02. Compensation. The salaries of the Officers  of
the  Corporation shall be fixed by the Board of Directors,  except
that  the  Board  of  Directors may delegate  to  any  Officer  or
Officers  the  power  to  fix  the  compensation  of  any  Officer
appointed  in accordance with the second sentence of Section  5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of  Directors  after the annual meeting of Shareholders  following
the  officer's election and until his successor is chosen or until
his  earlier  resignation, death, removal or  termination  of  his
office.  Any  Officer may be removed with or without  cause  by  a
majority  vote of the Board of Directors whenever in its  judgment
the best interests of the Corporation would be served thereby. Any
Officer  may  resign  by giving written notice  to  the  Board  of
Directors. The resignation shall be effective upon receipt, or  at
such time as may be specified in such notice.

      Section  5.04.  Chairman of the Board. The Chairman  of  the
Board  of Directors, when one is elected, may be declared  by  the
Board to be the Chief Executive Officer of the Corporation and, if
so,  shall  have general and active management of the business  of
the  Corporation and shall see that all orders and resolutions  of
the  Board  of Directors are carried into effect. He shall  be  ex
officio  a  member  of all standing committees,  unless  otherwise
provided  in  the resolution appointing the same. The Chairman  of
the  Board shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman of such meetings.

      Section  5.05. President. When no Chairman of the Board  has
been  elected, or if a Chairman has been elected and not  declared
to be the Chief Executive Officer, or in the event of the death or
disability  of  the Chairman of the Board or at his  request,  the
President  shall have all of the powers and perform the duties  of
the  Chairman  of the Board. The President shall  also  have  such
powers  and  perform such duties as are specifically imposed  upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio  a
member  of  all standing committees, unless otherwise provided  in
the  resolution appointing such committees. In the  absence  of  a
Chairman  of  the  Board serving as Chief Executive  Officer,  the
President  shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman  of such meetings. If no other Officers are elected,  the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

      Section  5.06.  Vice Presidents. The Vice  Presidents  shall
perform such duties as are generally performed by vice presidents.
The  Vice  Presidents shall perform such other duties and exercise
such  other powers as the Board of Directors, the Chairman of  the
Board,  or  the President shall request or delegate. The Assistant
Vice  Presidents  shall have such powers, and shall  perform  such
duties,  as  may be prescribed from time to time by the  Board  of
Directors, the Chairman of the Board, or the President.

      Section  5.07.  Secretary. The Secretary  shall  attend  all
meetings  of  the  Board  of Directors and  all  meetings  of  the
Shareholders,  shall  record all votes  and  the  minutes  of  all
proceedings  in  books  to  be kept for that  purpose,  and  shall
perform like duties for the standing committees when required.  He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and  shall perform such other duties as may be prescribed  by  the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in  the  absence  or  disability  of  the  Secretary,  or  at  the
Secretary's  request, perform the duties and exercise  the  powers
and authority herein granted to the Secretary.

      Section 5.08. Treasurer. The Treasurer shall have charge  of
and  be  responsible  for  all  funds,  securities,  receipts  and
disbursements of the Corporation, and shall deposit or cause to be
deposited,  in  the name of the Corporation, all monies  or  other
valuable  effects  in  such  banks,  trust  companies,  or   other
depositories as shall from time to time be selected by  the  Board
of  Directors.  He shall render to the Chairman of  the  Board  of
Directors,  the  President, and the Board of  Directors,  whenever
requested,   an  account  of  the  financial  condition   of   the
Corporation,  and,  in general, he shall perform  all  the  duties
incident  to  the office of treasurer of a corporation,  and  such
other  duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

      Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of  the
Corporation  provided  for that purpose  a  true  account  of  all
transactions,   and  of  the  assets  and  liabilities,   of   the
Corporation.  The  Controller shall  prepare  and  submit  to  the
Chairman  of  the Board of Directors or President  such  financial
statements  and schedules as may be required to keep such  Officer
currently  informed of the operations and financial  condition  of
the  Corporation, and shall perform such other duties  as  may  be
assigned  by the Board of Directors, the Chairman of the Board  of
Directors or the President.

      Section  5.10. Vacancy in Office. In case of the absence  of
any  Officer of the Corporation, or for any other reason that  the
Board of Directors may deem sufficient, the Board of Directors may
delegate,  for the time being, any or all of the powers or  duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

      Section  6.01.  Share  Certificates. The  interest  of  each
Shareholder  shall be evidenced by a certificate  or  certificates
representing shares of stock of the Corporation which shall be  in
such  form as the Board of Directors may from time to time  adopt.
The certificates shall be consecutively numbered, and the issuance
of  shares  shall be duly recorded in the books of the Corporation
as  they  are issued. Each certificate shall indicate the holder's
name,  the  number of shares, the class of shares and  series,  if
any,  represented  thereby, a statement that  the  Corporation  is
organized  under  the laws of the State of Georgia,  and  the  par
value of each share or a statement that the shares are without par
value.  Each  certificate shall be signed by the Chairman  of  the
Board, the President, or a Vice President, and may (but need  not)
be   signed  by  Treasurer,  Assistant  Treasurer,  Secretary   or
Assistant Secretary, if such officer or officers have been elected
or  appointed by the Corporation; provided, however, that if  such
certificate is signed by a transfer agent, or by a transfer  clerk
acting  on  behalf  of  the  Corporation,  and  a  registrar,  the
signature  of  any such Officer may be a facsimile. In  the  event
that any Officer who has signed, or whose facsimile signature  has
been  used on, any such certificate, shall cease to be an  Officer
of  the  Corporation,  whether because of death,  resignation,  or
otherwise,  prior  to  the  delivery of such  certificate  by  the
Corporation,  such certificate may nevertheless  be  delivered  as
though  the person whose facsimile signature shall have been  used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record  of  the  Shareholders  of the  Corporation  which  readily
indicates in alphabetical order or by alphabetical index,  and  by
classes of stock, the names of the Shareholders entitled to  vote,
the  addresses of such Shareholders, and the number of shares held
by  such  Shareholders.  Said record shall  be  presented  at  all
meetings of the Shareholders.

      Section 6.03. Stock Transfer Books. Transfers of stock shall
be  made on the books of the Corporation only by the person  named
in  the  certificate,  or by an attorney lawfully  constituted  in
writing, and upon surrender of the certificate therefor, or in the
case  of  a  certificate  alleged to have  been  lost,  stolen  or
destroyed, upon compliance with the provisions of Section 6.06  of
these Bylaws.

      Section  6.04. Shareholder Rights. The Corporation shall  be
entitled to treat the record holder of any share of stock  of  the
Corporation  as  the person entitled to vote such share  (if  such
share  represents  voting stock) and to receive  any  dividend  or
other  distribution with respect to such share, and for all  other
purposes  and  accordingly shall not be  bound  to  recognize  any
equitable or other claim to or interest in such share on the  part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

      Section  6.05.  Transfer Agent. The Board of  Directors  may
appoint one or more transfer agents and one or more registrars and
may  require  each  stock certificate to  bear  the  signature  or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit  or affirmation of the fact in such manner as the  Board
of  Directors may require and shall, if the Directors so  require,
give  the Corporation a bond of indemnity. Such bond shall  be  in
form  and amount satisfactory to the Board of Directors, and shall
be  with  one  or  more  sureties, whereupon  an  appropriate  new
certificate may be issued in lieu of the one alleged to have  been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

      Section  7.01. Inspection of Books. The Board  of  Directors
shall  have  power to determine which accounts and  books  of  the
Corporation,   if  any,  shall  be  open  to  the  inspection   of
Shareholders,  except  with respect to such  accounts,  books  and
records  as may by law be specifically open to inspection  by  the
Shareholders,  and  shall have power to fix reasonable  rules  and
regulations not in conflict with the applicable laws, if any,  for
the inspection of records, accounts, and books which by law or  by
determination  of  the  Board  of  Directors  shall  be  open   to
inspection, and the Shareholders' rights in this respect  are  and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall  be  fixed from time to time by resolution of the  Board  of
Directors.

      Section 7.03. Seal. The corporate seal shall be in such form
as  the Board of Directors may from time to time determine. In the
event  it  is  inconvenient to use such  seal  at  any  time,  the
signature  of  the  Corporation followed by  the  word  "SEAL"  or
"CORPORATE  SEAL"  enclosed in parenthesis  or  scroll,  shall  be
deemed to be the seal of the Corporation.

      Section  7.04. Annual Statements. Not later  than  four  (4)
months after the close of each fiscal year, and in any case  prior
to  the next annual meeting of Shareholders, the Corporation shall
prepare:

      (1)  a  balance  sheet  showing  in  reasonable  detail  the
financial  condition of the Corporation as of  the  close  of  its
fiscal year, and

      (2)  a profit and loss statement showing the results of  its
operation during its fiscal year.

Upon  written request, the Corporation promptly shall mail to  any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

      Section  7.05.  Appointment of Agents. The Chairman  of  the
Board  of  Directors  and the President shall  be  authorized  and
empowered  in  the  name  of  and as  the  act  and  deed  of  the
Corporation  to  name  and  appoint general  and  special  agents,
representatives and attorneys to represent the Corporation in  the
United States or in any foreign country or countries; to name  and
appoint attorneys and proxies to vote any shares of stock  in  any
other  corporation  at any tune owned or held  of  record  by  the
Corporation; to prescribe, limit and define the powers and  duties
of  such  agents, representatives, attorneys and proxies;  and  to
make substitution, revocation, or cancellation in whole or in part
of   any   power  or  authority  conferred  on  any  such   agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies  shall  be  so  named and appointed shall  be  signed  and
executed  by  the  Chairman  of the  Board  of  Directors  or  the
President. Any substitution, revocation, or cancellation shall  be
signed   in   like  manner,  provided  always  that   any   agent,
representative,  attorney  or proxy, when  so  authorized  by  the
instrument  appointing him, may substitute or delegate his  powers
in  whole  or in part and revoke and cancel such substitutions  or
delegations.  No special authorization by the Board  of  Directors
shall  be  necessary  in connection with the foregoing,  but  this
Bylaw shall be deemed to constitute full and complete authority to
the  Officers  above designated to do all the acts and  things  as
they  deem  necessary  or  incidental  thereto  or  in  connection
therewith.

     Section 7.06. Indemnification.

           (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who  was or is a party or is threatened to be made a party to  any
threatened,  pending  or  completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  and
whether formal or informal (a "Proceeding"), by reason of the fact
that  he  is or was a Director or Officer of the Corporation,  or,
while  a Director or Officer, is or was serving at the request  of
the  Corporation as an officer, director, partner, joint venturer,
trustee,   employee  or  agent  of  another  foreign  or  domestic
corporation,  partnership, joint venture, trust, employee  benefit
plan  or  other  enterprise,  against  the  obligation  to  pay  a
judgment,   settlement,  penalty,  fine  or  reasonable   expenses
(including  attorneys' fees) actually and reasonably  incurred  by
him  in  connection with such Proceeding, but only if he conducted
himself  in good faith, and reasonably believed: (1) with  respect
to  conduct in his "official capacity" (as that term is defined in
Section  14-2-850  of  the Georgia Business Corporation  Code,  as
amended),  that  such  conduct was in the best  interests  of  the
Corporation;  (2) with respect to all other cases,  only  if  that
conduct  was  at  least not opposed to the best interests  of  the
Corporation; or (3) with respect to any criminal Proceeding,  that
he  had  no  reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in  connection  with  a  Proceeding by or  in  the  right  of  the
Corporation   is   limited  to  reasonable   expenses   (including
attorneys' fees) incurred in connection with a Proceeding in which
it  is determined that such person has met the standard of conduct
required by this Section 7.06(a).

           (b)  The  termination  of any Proceeding  by  judgment,
order,  settlement, conviction, or upon a plea of nolo  contendere
or  its equivalent shall not, of itself, create a presumption that
the  person  did  not meet the standard of conduct  set  forth  in
Section 7.06(a).

          (c) Notwithstanding the foregoing, the Corporation shall
not  indemnify  any  Director or Officer in  connection  with  any
Proceeding  with  respect to conduct for  which  he  was  adjudged
liable  on the basis that personal benefit was improperly received
by him.

       (d) If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he  was  a  party because he is or was a Director or Officer,  the
Corporation  shall  indemnify  him  against  reasonable   expenses
(including   attorneys'  fees)  incurred  by  him  in   connection
therewith.

          (e) Except as provided in paragraphs (d) and (g) of this
Section  7.06,  and  except as may be  ordered  by  a  court,  the
Corporation  shall  not indemnify any Director or  Officer  unless
authorized  hereunder  and  a determination  has  been  made  that
indemnification  of  the  Director or Officer  is  proper  in  the
circumstances  because  he  has met  the  applicable  standard  of
conduct set forth in Section 7.06(a). Such determination shall  be
made  in  accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

           (f)  Reasonable  expenses (including  attorneys'  fees)
incurred  by a Director or Officer who is a party to a  Proceeding
shall  be  paid  by  the  Corporation  in  advance  of  the  final
disposition  of  such Proceeding if the procedures  set  forth  in
Section  14-2-853  of  the Georgia Business Corporation  Code,  as
amended, are complied with.

           (g)  The indemnification provided by this Section  7.06
shall  not  be  deemed exclusive of any other right to  which  the
persons indemnified hereunder shall be entitled under law or under
contract,  and shall inure to the benefit of the heirs,  executors
or administrators of such persons.

           (h) The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation,  or  who,  while  a  Director  or  Officer   of   the
Corporation,  is or was serving at the request of the  Corporation
as   a   director,  officer,  partner,  joint  venturer,  trustee,
employee,  or  agent  of another foreign or domestic  corporation,
partnership, joint venture, trust, employee benefit plan or  other
entity, against any liability asserted against or incurred by  him
in  any  such  capacity, or arising out of  his  status  as  such,
whether  or not the Corporation would have the power to  indemnify
or  advance  expenses  to  him against such  liability  under  the
provisions of this Section 7.06.

           (i) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an  insurance
carrier  pursuant to insurance maintained by the Corporation,  the
Corporation shall, not later than the next annual meeting  of  the
Shareholders, unless such meeting is held within three (3)  months
from  the date of such payment, and, in any event, within  fifteen
(15) months from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to vote for the
election  of  Directors, a statement specifying the persons  paid,
the  amounts paid, and the nature and status at the time  of  such
payment of the litigation or threatened litigation.

      Section 7.07. Reimbursement from Officers. Any payment  made
to  an  Officer  of  the Corporation, such as salary,  commission,
bonus,  interest, rent or entertainment expense incurred  by  him,
which  shall  be  disallowed in whole or in part as  a  deductible
expense  by  the Internal Revenue Service, shall be reimbursed  by
such  Officer  to  the  Corporation to the  full  extent  of  such
disallowance, unless otherwise approved by the Board of Directors.
It  shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject   to   the  determination  of  the  Board  of   Directors,
proportionate amounts may be withheld from his future compensation
payments  until  the  amount  owed to  the  Corporation  has  been
recovered.

      Section  7.08.  Reimbursement  of  Personal  Expenses.  Each
Officer  and  Director of the Corporation shall be  required  from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses  unless
specifically  authorized shall not be subject to reimbursement  by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered  or  amended  and  new  Bylaws  may  be  adopted  by   the
Shareholders  at any annual or special meeting of the Shareholders
or  by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action  is
to  be  taken  at  a meeting of the Shareholders,  notice  of  the
general  nature  of the proposed change in the Bylaws  shall  have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

      Section  9.01.  Construction. In the event of  any  conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the  terms  of the Articles of Incorporation and/or the  agreement
between and among the Shareholders shall control and govern.

      IN  WITNESS  WHEREOF, the undersigned Secretary does  hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of October 1, 1998.

                                   /s/ Robert Smelas
                                   Robert Smelas, Secretary

                                                      Exhibit B-21

                     ARTICLES OF INCORPORATION

                                OF

           R. S. ANDREWS ENTERPRISES OF CHARLESTON, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of Charleston, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually        and reasonably
incurred in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which such person may be
involved by reason of his being or having been a director or
officer of this Corporation or of such other enterprises.
Notwithstanding anything contained herein to the contrary, this
Article is intended to provide indemnification to each director
and officer of the Corporation to the fullest extent authorized by
the Code, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
rights than said statute permitted the Corporation to provide
prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                    /s/David A. Flanigan, Jr.
                    David A. Flanigan, Jr. Incorporator

                                                      Exhibit B-22

                              BYLAWS

                                OF

           R. S. ANDREWS ENTERPRISES OF CHARLESTON, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held the last business day of the fifth
month following the close of each fiscal year, or at such other
and date prior thereto and following the close of the fiscal year
as shall be determined by the of Directors, for the purpose of
electing Directors and transacting such other business as properly
be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, President or the Secretary:
(i) when so directed by the Board of Directors, (ii) at the
request writing of any two (2) or more Directors, delivered to
such Officer, or (iii) when the holders at least twenty-five
percent (25 %) of all votes entitled to be cast on any issue
proposed to be at the proposed special meeting sign, date and
deliver to the Corporation one or more demands for the meeting.
All such written requests shall state the purpose or purposes the
proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise required by or the Articles of Incorporation, written
notice of each meeting of the Shareholders, annual or special,
shall be served either personally or by mail, upon each
Shareholder of record entitled to vote at such meeting, not less
than 10 nor more than 60 days before such meeting. If mailed, such
notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal.  Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1) a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2) a profit and loss statement showing the results of its
operation during its fiscal year.  Upon written request, the
Corporation promptly shall mail to any Shareholder of record a
copy of the most recent such balance sheet and profit and loss
statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of January 22, 1999.

                              /s/C. Robert Smelas
                              C. Robert Smelas, Secretary

                                                      Exhibit B-23

                     ARTICLES OF INCORPORATION

                                OF

            R. S. ANDREWS ENTERPRISES OF COLUMBUS, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of Columbus, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article S. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be by reason of his being
or having been a director or officer of this Corporation or of
such enterprises. Notwithstanding anything contained herein to the
contrary, this Article is intended provide indemnification to each
director and officer of the Corporation to the fullest extent
authorized by the Code, as the same exists or may hereafter be
amended (but, in the case of any such, only to the extent that
such amendment permits the Corporation to provide broader rights
than said statute permitted the Corporation to provide prior
thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned these Articles of
Incorporation.

               /s/David A. Flanigan, Jr.
               David A. Flanigan Jr., Incorporator

                                                      Exhibit B-24


                              BYLAWS

                                OF

            R. S. ANDREWS ENTERPRISES OF COLUMBUS, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other r
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more tan 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as ate appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article Ill before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A Director's attendance at or
participation in a meeting waives any required notice to him of
the meeting unless 5 the Director at the beginning of the meeting
(or promptly upon his 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors.  Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of
the death or disability of the Chairman of the Board or at his
request, the President shall have all of the powers and perform
the duties of the Chairman of the Board. The President shall also
have such powers and perform such duties as are specifically
imposed upon him by law and as may be assigned to him by the Board
of Directors or the Chairman of the Board. The President shall be
ex officio a member of all standing committees, unless otherwise
provided in the resolution appointing such committees. In the
absence of a Chairman of the Board serving as Chief Executive
Officer, the President shall call meetings of the Shareholders,
the Board of Directors, and the Executive Committee to order and
shall act as chairman of such meetings. If no other Officers are
elected, the President shall also have all of the powers and
perform the duties of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall pre pare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law -

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2)  a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any tune owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of ih& ft
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of no contender or
its equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to vote for the
election of Directors, a statement specifying the persons paid,
the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of October 1, 1998.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-25

                     ARTICLES OF INCORPORATION

                                OF

             R. S. ANDREWS ENTERPRISES OF DALLAS, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of Dallas, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                    /s/David A. Flanigan, Jr.
                    David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-26

                              BYLAWS

                                OF

             R. S. ANDREWS ENTERPRISES OF DALLAS, INC.


                        ARTICLE I. OFFICES


     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.


     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS


     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
by the Board of Directors fixing such place, all meetings shall be
held at the principal office of the Corporation.


     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
and date prior thereto and following the close of the fiscal year
as shall be determined by the Board of Directors, for the purpose
of electing Directors and transacting such other business as may
properly be brought before the meeting.


     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.


     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.


     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.


     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote were present and voted. The rights set forth
herein shall be governed by and subject to the provisions of
O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal.  Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors though use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2)  a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers m
whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of June 25, 1999.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-27



                     ARTICLES OF INCORPORATION

                                OF

             R. S. ANDREWS ENTERPRISES OF KANSAS, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of Kansas, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of five (5) members.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, Trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.


     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.


			/s/ David A. Flanigan, Jr.
			David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-28



                              BYLAWS

                                OF

             R. S. ANDREWS ENTERPRISES OF KANSAS, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

Section 3.14. Conduct of Meetings. The Chairman of the Board of
Directors, or in his absence the President, and in their absence
the Vice President, if any, named by the Board of Directors, shall
preside at meetings of the Board of Directors. The Secretary of
the Corporation, or in the Secretary's absence any person
appointed by the presiding Officer, shall act as Secretary for
meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

Section 4.02. Executive Committee - Powers. During the intervals
between the meetings of the Board of Directors, the Executive
Committee may exercise all the powers of the Board of Directors in
the management of the business affairs of the Corporation,
including all powers specifically granted to the Board of
Directors by these Bylaws or by the Articles of Incorporation, and
may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that the Executive
Committee shall not have the power to amend or repeal any
resolution of the Board of Directors that by its terms shall not
be subject to amendment or repeal by the Executive Committee, and
the Executive Committee shall not have the authority of the Board
of Directors in reference to (1) amending the Articles of
Incorporation; (2) adopting, amending or approving a plan of
merger or share exchange; (3) adopting, amending or repealing the
Bylaws of the Corporation; (4) the filling of vacancies on the
Board of Directors or on any committee; (5) approving or proposing
to Shareholders action that the Georgia Business Corporation Code
requires to be approved by Shareholders; (6) the sale, lease,
exchange or other disposition of all or substantially all the
property or assets of the Corporation; (7) the removal of any or
all of the Officers of the Corporation; or (8) a voluntary
dissolution of the Corporation or a revocation of any such
voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1) a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2) a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

     (a)  Under the circumstances prescribed in this Section 7.06,
the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

     (b)  The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

     (c)  Notwithstanding the foregoing, the Corporation shall not
indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

     (d)  If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable expenses
(including attorneys' fees) incurred by him in connection
therewith.

     (e)  Except as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

     (f)  Reasonable expenses (including attorneys' fees) incurred
by a Director or Officer who is a party to a Proceeding shall be
paid by the Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section 14-2-853 of
the Georgia Business Corporation Code, as amended, are complied
with.

     (g)  The indemnification provided by this Section 7.06 shall
not be deemed exclusive of any other right to which the persons
indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

     (h)  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

     (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to vote for the
election of Directors, a statement specifying the persons paid,
the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of October 1, 1998.


                            /s/ Robert Smelas
                                Robert Smelas, Secretary

                                                      Exhibit B-29

                     ARTICLES OF INCORPORATION

                                OF

         R. S. ANDREWS ENTERPRISES OF SOUTH CAROLINA, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of South Carolina, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                    /s/ David A. Flanigan
                        David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-30



                              BYLAWS

                                OF

         R. S. ANDREWS ENTERPRISES OF SOUTH CAROLINA, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

Section 3.14. Conduct of Meetings. The Chairman of the Board of
Directors, or in his absence the President, and in their absence
the Vice President, if any, named by the Board of Directors, shall
preside at meetings of the Board of Directors. The Secretary of
the Corporation, or in the Secretary's absence any person
appointed by the presiding Officer, shall act as Secretary for
meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

Section 4.02. Executive Committee - Powers. During the intervals
between the meetings of the Board of Directors, the Executive
Committee may exercise all the powers of the Board of Directors in
the management of the business affairs of the Corporation,
including all powers specifically granted to the Board of
Directors by these Bylaws or by the Articles of Incorporation, and
may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that the Executive
Committee shall not have the power to amend or repeal any
resolution of the Board of Directors that by its terms shall not
be subject to amendment or repeal by the Executive Committee, and
the Executive Committee shall not have the authority of the Board
of Directors in reference to (1) amending the Articles of
Incorporation; (2) adopting, amending or approving a plan of
merger or share exchange; (3) adopting, amending or repealing the
Bylaws of the Corporation; (4) the filling of vacancies on the
Board of Directors or on any committee; (5) approving or proposing
to Shareholders action that the Georgia Business Corporation Code
requires to be approved by Shareholders; (6) the sale, lease,
exchange or other disposition of all or substantially all the
property or assets of the Corporation; (7) the removal of any or
all of the Officers of the Corporation; or (8) a voluntary
dissolution of the Corporation or a revocation of any such
voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1) a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2) a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

     (a)  Under the circumstances prescribed in this Section 7.06,
the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

     (b)  The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

     (c)  Notwithstanding the foregoing, the Corporation shall not
indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

     (d)  If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable expenses
(including attorneys' fees) incurred by him in connection
therewith.

     (e)  Except as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

     (f)  Reasonable expenses (including attorneys' fees) incurred
by a Director or Officer who is a party to a Proceeding shall be
paid by the Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section 14-2-853 of
the Georgia Business Corporation Code, as amended, are complied
with.

     (g)  The indemnification provided by this Section 7.06 shall
not be deemed exclusive of any other right to which the persons
indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

     (h)  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

     (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to vote for the
election of Directors, a statement specifying the persons paid,
the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of December 3, 1998.



                                   /s/ C. Robert Smelas
                                   C. Robert Smelas, Secretary

                                                      EXHIBIT B-31

                     ARTICLES OF INCORPORATION

                                OF

                R. S. ANDREWS OF CHATTANOOGA, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
of Chattanooga, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fuiton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Directors Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Fell, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-32

                              BYLAWS

                                OF

                R. S. ANDREWS OF CHATTANOOGA, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not bylaw, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors maybe called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or  in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2)  a profit and loss statement showing the results of its
operation during its fiscal year.  Upon written request, the
Corporation promptly shall mail to any Shareholder of record a
copy of the most recent such balance sheet and profit and loss
statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

     (a)  Under the circumstances prescribed in this Section 7.06,
the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined
in Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

     (b)  The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contenderr or its
equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

     (c)  Notwithstanding the foregoing, the Corporation shall not
indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

     (d)  If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable expenses
(including attorneys' fees) incurred by him in connection
therewith.

     (e)  Except as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

     (f)  Reasonable expenses (including attorneys' fees) incurred
by a Director or Officer who is a party to a Proceeding shall be
paid by the Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section 14-2-853 of
the Georgia Business Corporation Code, as amended, are complied
with.      (g) The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

     (h)  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

     (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of October 6, 1999.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-33


                     ARTICLES OF INCORPORATION

                                OF

                  R. S. ANDREWS OF FAIRFAX, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
of Fairfax, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

          Article 5. Principal Office. The initial principal
office of the Corporation shall be at 3510 Dekalb Technology
Parkway, Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, NE, Suite 1700, The
Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned executed these Articles
of Incorporation.

               /s/David A. Flanigan, Jr.
               David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-34

                              BYLAWS

                                OF

                  R. S. ANDREWS OF FAIRFAX, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the fight to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2- 704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board
of Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors though use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:
     (1)  a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2)  a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

     (a)  Under the circumstances prescribed in this Section 7.06,
the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

     (b)  The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

     (c)  Notwithstanding the foregoing, the Corporation shall not
indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

     (d)  If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable expenses
(including attorneys' fees) incurred by him in connection
therewith.

     (e)  Except as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

     (f)  Reasonable expenses (including attorneys' fees) incurred
by a Director or Officer who is a party to a Proceeding shall be
paid by the Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section 14-2-853 of
the Georgia Business Corporation Code, as amended, are complied
with.

     (g)  The indemnification provided by this Section 7.06 shall
not be deemed exclusive of any other right to which the persons
indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

     (h)  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

     (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the
Shareholders, the terms of the Articles of Incorporation and or
the agreement between and among the Shareholders shall control and
govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of September 7, 1999.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-35

                     ARTICLES OF INCORPORATION

                                OF

                  R. S. ANDREWS OF MARYLAND, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
of Maryland, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent tat such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                    /s/David A. Flanigan, Jr.
                    David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-36

                              BYLAWS

                                OF

                  R. S. ANDREWS OF MARYLAND, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2- 704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof. No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or   in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof; except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1) a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2) a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

     (a)  Under the circumstances prescribed in this Section 7.06,
the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

     (b)  The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

     (c)  Notwithstanding the foregoing, the Corporation shall not
indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

     (d)  If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable expenses
(including attorneys' fees) incurred by him in connection
therewith.

     (e)  Except as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

     (f)  Reasonable expenses (including attorneys' fees) incurred
by a Director or Officer who is a party to a Proceeding shall be
paid by the Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section 14-2-853 of
the Georgia Business Corporation Code, as amended, are complied
with.

     (g)  The indemnification provided by this Section 7.06 shall
not be deemed exclusive of any other right to which the persons
indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

     (h)  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

     (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of August 23, 1999.

                         /s/C. Robert Smelas
                         C. Robert Smelas, Secretary

                 AMENDED AND RESTATED
               ARTICLES OF INCORPORATION
                          OF
              R.S. ANDREWS SERVICES, INC.

                          1.

     The name of the Corporation is R. S. Andrews
Services, Inc.

                          2.
     The text of the Amended and Restated Articles of
Incorporation of the Corporation is as follows:

     Article 1.  Name.  The name of the Corporation is
R. S. Andrews Services, Inc.

     Article 2.  State of Organization.  The
Corporation is organized pursuant to the provisions of
the Georgia Business Corporation Code (the "Code").

     Article 3.  Capital Stock.  The total number of
shares of stock which the Corporation shall have
authority to issue is not more than 100,000 shares of
capital stock, all of which shall be designated "Common
Stock".  The shares of Common Stock shall have
unlimited voting rights and shall be entitled to
receive all of the net assets of the Corporation upon
liquidation or dissolution.

     Article 4.  Principal Office.  The principal
office of the Corporation shall be located at 1800
Montreal Circle, Tucker, Georgia  30084.

     Article 5.  Director's Liability.  No director
shall have any personal liability to the Corporation or
to its shareholders for monetary damages for breach of
duty of care or other duty as a director, by reason of
any act or omission occurring on or subsequent to the
date when this provision becomes effective, except that
this provision shall not eliminate or limit the
liability of a director for (a) any appropriation, in
violation of his duties, of any business opportunity of
the Corporation; (b) acts or omissions which involve
intentional misconduct or a knowing violation of law;
(c) liabilities of a director imposed by Section 14-2-
832 of the Code; or (d) any transaction from which the
director received an improper personal benefit.

     Article 6.  Indemnification.  Each person who is
or was a director or officer of the Corporation, and
each person who is or was a director or officer of the
Corporation who at the request of the Corporation is
serving or has served as an officer, director, partner,
joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be
indemnified by the Corporation against those expenses
(including attorneys' fees) judgments, fines, penalties
and amounts paid in settlement which are allowed to be
paid or reimbursed by the Corporation under the laws of
the State of Georgia and which are actually and
reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative, in which such person may be involved by
reason of his being or having been a director or
officer of this Corporation or of such other
enterprises.  Notwithstanding anything contained herein
to the contrary, this Article is intended to provide
indemnification to each director and officer of the
Corporation to the fullest extent authorized by the
Code, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the
Corporation to provide prior thereto).

     Article 7.  Action by Shareholders Without a
Meeting.  Any action required or permitted by statute
or by the Articles of Incorporation or Bylaws of the
Corporation to be taken at a meeting of the
shareholders of the Corporation may be taken without a
meeting if a written consent, setting forth the action
so taken, shall be signed by persons entitled to vote
at a meeting those shares having sufficient voting
power to cast not less than the minimum number (or
numbers, in the case of voting by groups) of votes that
would be necessary to authorize or take such action at
a meeting at which all shareholders entitled to vote
were present and voted.

                          3.

     The Amended and Restated Articles of Incorporation
of the Corporation contain amendments to the Articles
of Incorporation of the Corporation requiring
Shareholder approval.

                          4.

     The Amended and Restated Articles of Incorporation
of the Corporation were adopted and duly approved by
the Board of Directors and the Shareholders of the
Corporation, in accordance with the provisions of
O.C.G.A. Section 14-2-1003, on September 1, 1995.

     IN WITNESS WHEREOF, the undersigned has executed
these Amended and Restated Articles of Incorporation
this 1st day of September, 1995.

          /s/R. Stephen Andrews
          R. Stephen Andrews, President of
          R. S. Andrews Services, Inc.

                                                      Exhibit B-38
                                  Great Plains Energy Incorporated
                                    2001 Annual Report on Form U5S

                    AMENDED AND RESTATED BYLAWS

                                OF

                    R.S. ANDREWS SERVICES, INC.


                        ARTICLE I. OFFICES

      Section  1.01. Registered Office and Agent. The  Corporation
shall  have  and  continuously maintain a  registered  office  and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at  such place or places within or without the State of Georgia as
the  Board  of  Directors may from time to  time  appoint  or  the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

      Section  2.01.  Place  of  Meetings.  All  meetings  of  the
Shareholders shall be held at such place as may be fixed from time
to  time by the Board of Directors. In the absence of a resolution
adopted  by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

      Section  2.02.  Annual Meetings. An annual  meeting  of  the
Shareholders shall be held on the last business day of  the  fifth
month  following the close of each fiscal year, or at  such  other
time  and date prior thereto and following the close of the fiscal
year  as  shall be determined by the Board of Directors,  for  the
purpose  of electing Directors and transacting such other business
as may properly be brought before the meeting.

      Section  2.03.  Special Meetings. Special  meetings  of  the
Shareholders,  for  any  purpose  or  purposes,  unless  otherwise
prescribed  by  statute or the Articles of Incorporation,  may  be
called by the Chairman of the Board or the President; and shall be
called  by  the  Chairman  of  the Board,  the  President  or  the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent  (25%)  of  all votes entitled to be  cast  on  any  issue
proposed  to  be considered at the proposed special meeting  sign,
date and deliver to the Secretary one or more written demands  for
the meeting. All such written requests shall state the purpose  or
purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise  required by statute or the Articles  of  Incorporation,
written notice of each meeting of the Shareholders, whether annual
or  special,  shall be served either personally or by  mail,  upon
each  Shareholder of record entitled to vote at such meeting,  not
less than 10 nor more than 60 days before such meeting. If mailed,
such  notice shall be directed to a Shareholder at his post office
address  last shown on the records of the Corporation.  Notice  of
any  special  meeting of Shareholders shall state the  purpose  or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any  Shareholder
who,  in  person  or by his attorney thereunto authorized,  either
before or after such meeting, shall waive such notice by means  of
a  signed  writing delivered to the Corporation. Attendance  of  a
Shareholder at a meeting, either in person or by proxy,  shall  of
itself  constitute  waiver of notice and waiver  of  any  and  all
objections  to the place of the meeting, the time of the  meeting,
the  manner  in  which  it has been called  or  convened,  or  the
consideration  of  a  particular matter that  is  not  within  the
purpose or purposes described in the meeting notice, except when a
Shareholder  attends a meeting solely for the purpose of  stating,
at  the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present  in  person  or represented by proxy, shall  constitute  a
quorum at all meetings of the Shareholders for the transaction  of
business, except as otherwise provided by law, by the Articles  of
Incorporation,  or  by  these Amended  and  Restated  Bylaws.  If,
however, such majority shall not be present or represented at  any
meeting  of  the Shareholders, the Shareholders entitled  to  vote
thereat,  present in person or by proxy, shall have the  power  to
adjourn the meeting from time to time. If the adjournment  is  not
for  more than 120 days, the adjourned meeting may be held without
notice  other  than  an  announcement  at  the  meeting.  If   the
adjournment is for more than 120 days, or if a new record date  is
fixed for the adjourned meeting, a notice of the adjourned meeting
shall  be given to each Shareholder of record entitled to vote  at
such  meeting.  At any such adjourned meeting at  which  a  quorum
shall  be  present  in  person or by proxy, any  business  may  be
transacted  that  might have been transacted  at  the  meeting  as
originally called.

      Section  2.06. Voting. At every meeting of the Shareholders,
including  meetings  of  the  Shareholders  for  the  election  of
Directors,  any  Shareholder having the right  to  vote  shall  be
entitled  to  vote in person or by proxy, but no  proxy  shall  be
voted  after eleven (11) months from its date, unless  said  proxy
provides for a longer period. Each Shareholder shall have one vote
for  each  share of stock having voting power, registered  in  his
name  on the books of the Corporation. If a quorum exists,  action
on  a  matter  (other  than  the election  of  Directors)  by  the
Shareholders  is  approved if the votes cast favoring  the  action
exceed the votes cast opposing the action, unless the Articles  of
Incorporation, these Amended and Restated Bylaws, or  the  Georgia
Business Corporation Code requires a greater number of affirmative
votes. Unless otherwise provided in the Articles of Incorporation,
Directors  are  elected by a plurality of the votes  cast  by  the
shares  entitled to vote in the election at a meeting at  which  a
quorum  is  present,  and the vote for the election  of  Directors
shall be by written ballot.

      Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a  person  appointed by the Board of Directors, shall  preside  at
meetings of the Shareholders. The Secretary of the Corporation, or
in  the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

      Section  2.08.  Written  Consents. Any  action  required  or
permitted  to  be  taken at a meeting of the Shareholders  of  the
Corporation  may  be taken without a meeting if  written  consent,
setting forth the action so taken, shall be signed by persons  who
would  be entitled to vote at a meeting those shares having voting
power to cast not less than the minimum number (or numbers, in the
case  of  voting by classes) of votes that would be  necessary  to
authorize  or  take such action at a meeting at which  all  shares
entitled  to  vote  were present and voted. The rights  set  forth
herein  shall  be  governed by and subject to  the  provisions  of
O.C.G.A. Section 14-2-704.

      Section 2.09. Inspectors of Election. All votes by ballot at
any  meeting of Shareholders shall be conducted by such number  of
inspectors of election as are appointed for that purpose by either
the  Board  of  Directors or by the Chairman of the  meeting.  The
inspectors  of  election shall decide upon the  qualifications  of
voters,  count  the votes and declare the  results.        Section
2.10.  Record Date. The Board of Directors, in order to  determine
the  Shareholders entitled to notice of or to vote at any  meeting
of Shareholders or any adjournment thereof, or entitled to express
consent  to  corporate  action in writing without  a  meeting,  or
entitled  to receive payment of any dividend or other distribution
or  allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, shall fix in advance a  record
date  which  shall not be more than seventy (70) days  before  the
date of such meeting, nor more than seventy (70) days prior to any
other action, and in such case only such Shareholders as shall  be
Shareholders of record on the date so fixed shall be  entitled  to
such  notice  of  or  to vote at such meeting or  any  adjournment
thereof, or to express consent to such corporate action in writing
without  a meeting, or to receive payment of any such dividend  or
other distribution or allotment of any rights, or to exercise  any
such  rights in respect of stock or to take any such other  lawful
action,  as the case may be, notwithstanding any transfer  of  any
stock  on the books of the Corporation after any such record  date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

      Section 3.01. Authority. Except as may be otherwise provided
by  any  legal  agreement  among Shareholders,  the  property  and
business  of  the  Corporation shall be managed by  its  Board  of
Directors.  In  addition  to the powers  and  authority  expressly
conferred  by  these  Amended and Restated Bylaws,  the  Board  of
Directors  may exercise all powers of the Corporation and  do  all
such  lawful  acts  and things as are not by  law,  by  any  legal
agreement among Shareholders, by the Articles of Incorporation, or
by  these Amended and Restated Bylaws directed or required  to  be
exercised or done by the Shareholders.

      Section 3.02. Number and Term. The Board of Directors  shall
consist  of  that number of members to be fixed by  resolution  or
agreement  of  the Shareholders from time to time.  Each  Director
(whether   elected  at  an  annual  meeting  of  Shareholders   or
otherwise)   shall  hold  office  until  the  annual  meeting   of
Shareholders held next after his election, and until  a  successor
shall    be  elected  and qualified, or until his  earlier  death,
resignation, incapacity to serve, or removal. Directors  need  not
be Shareholders.

      Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve  of  any  Director;  upon the  increase  in  the  number  of
authorized Directors; and upon the failure of the Shareholders  to
elect  the  full  number  of Directors authorized.  The  remaining
Directors shall continue to act, and such vacancies may be  filled
by  a  majority  vote of the remaining Directors then  in  office,
though  less than a quorum, and, if not filled by prior action  of
the  Directors, may be filled by the Shareholders at  any  meeting
held during the existence of such vacancy.

      Section 3.04. Place of Meetings. The Board of Directors  may
hold  its  meetings at such place or places within or without  the
State of Georgia as it may from time to time determine.

      Section  3.05. Compensation of Directors. Directors  may  be
allowed  such  compensation for attendance at regular  or  special
meetings  of the Board of Directors and of any special or standing
committees  thereof  as  may be from time to  time  determined  by
resolution of the Board of Directors.

      Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the  effective  date  of  such resignation,  in  which  event  the
resignation shall be effective upon the election and qualification
of  a successor. If the resignation is effective at a future time,
a  successor  may be elected before that time to take office  when
the resignation becomes effective.

      Section  3.07.  Removal. The Shareholders  may  declare  the
position  of  a Director vacant, and may remove such Director  for
cause  at  a special meeting of the Shareholders called  for  such
purpose,  on  the occurrence of any of the following  events:  the
Director  has  been declared of unsound mind by a final  order  of
court; the Director has been convicted of a felony; the Director
has  failed to attend any meeting of the Board for at least a year
and  a  half; or the Director has been presented with one or  more
written charges, has been given at least ten (10) days' notice  of
a hearing at which he may have legal counsel present, and has been
given  the  opportunity for such a hearing at  a  meeting  of  the
Shareholders. The Shareholders may also declare the position of  a
Director vacant, and may remove such Director without cause, by  a
vote  of  two-thirds of the votes cast by the shares  entitled  to
vote at a meeting at which a quorum is present.

      Section  3.08. Initial Meeting. Each newly elected Board  of
Directors  shall meet (i) at the place and time which  shall  have
been  determined,  in  accordance with  the  provisions  of  these
Amended  and  Restated  Bylaws, for the  holding  of  the  regular
meeting  of  the  Board of Directors scheduled to  be  held  first
following  the  annual meeting of the Shareholders  at  which  the
newly elected Board of Directors shall have been elected, or  (ii)
if no place and time shall have been fixed for the holding of such
meeting of the Board of Directors, then immediately following  the
close  of  such annual meeting of Shareholders and  at  the  place
thereof, or (iii) at such time and place as shall be fixed by  the
written  consent of all the Directors of such newly elected  Board
of  Directors. In any event no notice of such meeting to the newly
elected   Directors  shall  be  necessary  in  order  legally   to
constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of  Directors may be held at such time and place within or without
the  State of Georgia as shall from time to time be determined  by
the  Board  of Directors by resolution, and such resolution  shall
constitute notice thereof. No further notice shall be required  in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of  Directors  may  be  called by the Chairman  of  the  Board  of
Directors or the President and shall be called by the Chairman  of
the  Board, the President or the Secretary on the written  request
of  any two (2) or more Directors delivered to such Officer of the
Corporation.  The Secretary shall give notice of all  meetings  of
the Board of Directors by mailing the notice at least two (2) days
before  each  meeting or by personal delivery or  telephoning  the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place  within
or  without the State of Georgia as shall be stated in the  notice
of  meeting.  No  notice of any special meeting of  the  Board  of
Directors need state the purposes thereof.

      Section  3.11. Waiver of Notice. A Director  may  waive  any
notice  required by this Article III before or after the date  and
time  stated in the notice. Except as provided below,  the  waiver
must be in writing, signed by the Director entitled to the notice,
and  delivered to the Corporation for inclusion in the minutes  or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number  of
Directors shall be necessary and sufficient to constitute a quorum
for  the  transaction of business. The act of a  majority  of  the
Directors present at any meeting at which there is a quorum  shall
be  the  act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation  or
by  these Amended and Restated Bylaws. In the absence of a quorum,
a majority of the Directors present at any meeting may adjourn the
meeting from time to time until a quorum is reached. Notice of any
adjourned  meeting  need  only be given  by  announcement  at  the
meeting at which the adjournment is taken.

       Section  3.13.  Telephonic  Participation.  Directors   may
participate in meetings of the Board of Directors through  use  of
conference telephone or similar communications equipment, provided
all  Directors participating in the meeting can hear one  another.
Such  participation  shall  constitute personal  presence  at  the
meeting,  and  consequently shall be counted toward  the  required
quorum and in any vote.

      Section 3.14. Conduct of Meetings. The Chairman of the Board
of  Directors,  or  in  his absence the President,  and  in  their
absence  the  Vice  President, if  any,  named  by  the  Board  of
Directors,  shall preside at meetings of the Board  of  Directors.
The  Secretary  of the Corporation, or in the Secretary's  absence
any  person  appointed  by the presiding  Officer,  shall  act  as
Secretary for meetings of the Board of Directors.

      Section 3.15. Action by Written Consent. Any action required
or  permitted to be taken at any meeting of the Board of Directors
or  of  any  committee thereof may be taken without a meeting  if,
prior  to such action, a written consent thereto is signed by  all
members of the Board or of such committee, as the case may be, and
such  written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an  Executive Committee of one (1) or more Directors. Each  member
of  the  Executive  Committee shall hold office  until  the  first
meeting of the Board of Directors after the annual meeting of  the
Shareholders  next following his election and until his  successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

      Section  4.02.  Executive Committee  -  Powers.  During  the
intervals  between  the meetings of the Board  of  Directors,  the
Executive  Committee may exercise all the powers of the  Board  of
Directors  in  the  management  of the  business  affairs  of  the
Corporation,  including  all powers specifically  granted  to  the
Board of Directors by these Amended and Restated Bylaws or by  the
Articles  of  Incorporation, and may authorize  the  seal  of  the
Corporation  to  be affixed to all papers which  may  require  it;
provided, however, that the Executive Committee shall not have the
power  to amend or repeal any resolution of the Board of Directors
that  by its terms shall not be subject to amendment or repeal  by
the  Executive  Committee, and the Executive Committee  shall  not
have  the authority of the Board of Directors in reference to  (1)
amending the Articles of Incorporation; (2) adopting, amending  or
approving  a  plan  of  merger or share  exchange;  (3)  adopting,
amending  or  repealing  the Bylaws of the  Corporation;  (4)  the
filling  of  vacancies  on  the  Board  of  Directors  or  on  any
committee; (5) approving or proposing to Shareholders action  that
the  Georgia Business Corporation Code requires to be approved  by
Shareholders;  (6) the sale, lease, exchange or other  disposition
of  all  or  substantially  all the  property  or  assets  of  the
Corporation; (7) the removal of any or all of the Officers of  the
Corporation; or (8) a voluntary dissolution of the Corporation  or
a revocation of any such voluntary dissolution.

      Section  4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman  of
the  Board of Directors, the President, or of any one (1) or  more
members  of  the  Executive Committee. Meetings of  the  Executive
Committee  may be held at such place or places, within or  without
the  State  of Georgia, as the Executive Committee shall determine
or  as may be specified or fixed in the respective notices of such
meetings.  The  Executive  Committee may  fix  its  own  rules  of
procedure,  including provision for notice of its meetings,  shall
keep   a  record  of  its  proceedings,  and  shall  report  these
proceedings to the Board of Directors at the meeting thereof  held
next  after  such  meeting of the Executive  Committee.  All  such
proceedings  shall  be subject to revision or  alteration  by  the
Board  of  Directors except to the extent that action  shall  have
been  taken pursuant to or in reliance upon such proceedings prior
to  any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

      Section  4.04. Executive Committee - Alternate Members.  The
Board  of  Directors,  by resolution adopted  in  accordance  with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and  stead
of any absent member or members at any meeting of such committee.

      Section  4.05. Other Committees. The Board of Directors,  by
resolution  adopted  by  a  majority  of  the  entire  Board,  may
designate  one  (1)  or more other committees, each  committee  to
consist  of  one (1) or more of the Directors of the  Corporation,
which  shall  have  such  name or names and  shall  have  and  may
exercise  such powers of the Board of Directors in the  management
of  the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from  time
to time by the Board of Directors.

      Section  4.06. Removal of Committee Members.  The  Board  of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

      Section  5.01. Election of Officers. The Board of Directors,
at  its  first  meeting after each annual meeting of Shareholders,
shall  elect a President and may elect such other of the following
Officers:  a Chairman of the Board of Directors, one or more  Vice
Presidents   (one  of  whom  may  be  designated  Executive   Vice
President), a Secretary, a Treasurer and a Controller.  The  Board
of  Directors  at any time and from time to time may appoint  such
other  Officers as it shall deem necessary, including one or  more
Assistant  Vice Presidents, one or more Assistant Treasurers,  and
one  or  more Assistant Secretaries, who shall hold their  offices
for  such  terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined  from  time to time by the Board of  Directors  or  the
Chairman of the Board.

      Section 5.02. Compensation. The salaries of the Officers  of
the  Corporation shall be fixed by the Board of Directors,  except
that  the  Board  of  Directors may delegate  to  any  Officer  or
Officers  the  power  to  fix  the  compensation  of  any  Officer
appointed  in accordance with the second sentence of Section  5.01
of these Amended and Restated Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of  Directors  after the annual meeting of Shareholders  following
the  officer's election and until his successor is chosen or until
his  earlier  resignation, death, removal or  termination  of  his
office.  Any  Officer may be removed with or without  cause  by  a
majority  vote of the Board of Directors whenever in its  judgment
the best interests of the Corporation would be served thereby. Any
Officer  may  resign  by giving written notice  to  the  Board  of
Directors. The resignation shall be effective upon receipt, or  at
such time as may be specified in such notice.

      Section  5.04.  Chairman of the Board. The Chairman  of  the
Board  of Directors, when one is elected, may be declared  by  the
Board to be the Chief Executive Officer of the Corporation and, if
so,  shall  have general and active management of the business  of
the  Corporation and shall see that all orders and resolutions  of
the  Board  of Directors are carried into effect. He shall  be  ex
officio  a  member  of all standing committees,  unless  otherwise
provided  in  the resolution appointing the same. The Chairman  of
the  Board shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman of such meetings.

      Section  5.05. President. When no Chairman of the Board  has
been  elected, or if a Chairman has been elected and not  declared
to be the Chief Executive Officer, or in the event of the death or
disability  of  the Chairman of the Board or at his  request,  the
President  shall have all of the powers and perform the duties  of
the  Chairman  of the Board. The President shall  also  have  such
powers  and  perform such duties as are specifically imposed  upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio  a
member  of  all standing committees, unless otherwise provided  in
the  resolution appointing such committees. In the  absence  of  a
Chairman  of  the  Board serving as Chief Executive  Officer,  the
President  shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman  of such meetings. If no other Officers are elected,  the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

      Section  5.06.  Vice Presidents. The Vice  Presidents  shall
perform such duties as are generally performed by vice presidents.
The  Vice  Presidents shall perform such other duties and exercise
such  other powers as the Board of Directors, the Chairman of  the
Board,  or  the President shall request or delegate. The Assistant
Vice  Presidents  shall have such powers, and shall  perform  such
duties,  as  may be prescribed from time to time by the  Board  of
Directors, the Chairman of the Board, or the President.

      Section  5.07.  Secretary. The Secretary  shall  attend  all
meetings  of  the  Board  of Directors and  all  meetings  of  the
Shareholders,  shall  record all votes  and  the  minutes  of  all
proceedings  in  books  to  be kept for that  purpose,  and  shall
perform like duties for the standing committees when required.  He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and  shall perform such other duties as may be prescribed  by  the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in  the  absence  or  disability  of  the  Secretary,  or  at  the
Secretary's  request, perform the duties and exercise  the  powers
and authority herein granted to the Secretary.

      Section 5.08. Treasurer. The Treasurer shall have charge  of
and  be  responsible  for  all  funds,  securities,  receipts  and
disbursements of the Corporation, and shall deposit or cause to be
deposited,  in  the name of the Corporation, all monies  or  other
valuable  effects  in  such  banks,  trust  companies,  or   other
depositories as shall from time to time be selected by  the  Board
of  Directors.  He shall render to the Chairman of  the  Board  of
Directors,  the  President, and the Board of  Directors,  whenever
requested,   an  account  of  the  financial  condition   of   the
Corporation,  and,  in general, he shall perform  all  the  duties
incident  to  the office of treasurer of a corporation,  and  such
other  duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

      Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of  the
Corporation  provided  for that purpose  a  true  account  of  all
transactions,   and  of  the  assets  and  liabilities,   of   the
Corporation.  The  Controller shall  prepare  and  submit  to  the
Chairman  of  the Board of Directors or President  such  financial
statements  and  schedules as may be required  to  keep  the  such
Officer   currently  informed  of  the  operations  and  financial
condition of the Corporation, and shall perform such other  duties
as  may be assigned by the Board of Directors, the Chairman of the
Board  of Directors or the President.       Section 5.10.  Vacancy
in  Office.  In  case  of  the  absence  of  any  Officer  of  the
Corporation,  or for any other reason that the Board of  Directors
may  deem sufficient, the Board of Directors may delegate, for the
time being, any or all of the powers or duties of such Officer  to
any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

      Section  6.01.  Share  Certificates. The  interest  of  each
Shareholder  shall be evidenced by a certificate  or  certificates
representing shares of stock of the Corporation which shall be  in
such  form as the Board of Directors may from time to time  adopt.
The certificates shall be consecutively numbered, and the issuance
of  shares  shall be duly recorded in the books of the Corporation
as  they  are issued. Each certificate shall indicate the holder's
name,  the  number of shares, the class of shares and  series,  if
any,  represented  thereby, a statement that  the  Corporation  is
organized  under  the laws of the State of Georgia,  and  the  par
value of each share or a statement that the shares are without par
value.  Each  certificate shall be signed by the Chairman  of  the
Board, the President, or a Vice President, and may (but need  not)
be   signed  by  Treasurer,  Assistant  Treasurer,  Secretary   or
Assistant Secretary, if such officer or officers have been elected
or  appointed by the Corporation; provided, however, that if  such
certificate is signed by a transfer agent, or by a transfer  clerk
acting  on  behalf  of  the  Corporation,  and  a  registrar,  the
signature  of  any such Officer may be a facsimile. In  the  event
that any Officer who has signed, or whose facsimile signature  has
been  used on, any such certificate, shall cease to be an  Officer
of  the  Corporation,  whether because of death,  resignation,  or
otherwise,  prior  to  the  delivery of such  certificate  by  the
Corporation,  such certificate may nevertheless  be  delivered  as
though the person whose facsimile signatures shall have been  used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record  of  the  Shareholders  of the  Corporation  which  readily
indicates in alphabetical order or by alphabetical index,  and  by
classes of stock, the names of the Shareholders entitled to  vote,
the  addresses of such Shareholders, and the number of shares held
by  such  Shareholders.  Said record shall  be  presented  at  all
meetings of the Shareholders.

      Section 6.03. Stock Transfer Books. Transfers of stock shall
be  made on the books of the Corporation only by the person  named
in  the  certificate,  or by an attorney lawfully  constituted  in
writing, and upon surrender of the certificate therefor, or in the
case  of  a  certificate  alleged to have  been  lost,  stolen  or
destroyed, upon compliance with the provisions of Section 6.06  of
these Bylaws.

      Section  6.04. Shareholder Rights. The Corporation shall  be
entitled to treat the record holder of any share of stock  of  the
Corporation  as  the person entitled to vote  such  share  and  to
receive  any dividend or other distribution with respect  to  such
share,  and  for all other purposes and accordingly shall  not  be
bound to recognize any equitable or other claim to or interest  in
such  share  on the part of any other person, whether  or  not  it
shall  have  express or other notice thereof, except as  otherwise
provided by law.

      Section  6.05.  Transfer Agent. The Board of  Directors  may
appoint one or more transfer agents and one or more registrars and
may  require  each  stock certificate to  bear  the  signature  or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit  or affirmation of the fact in such manner as the  Board
of  Directors may require and shall, if the Directors so  require,
give  the Corporation a bond of indemnity. Such bond shall  be  in
form  and amount satisfactory to the Board of Directors, and shall
be  with  one  or  more  sureties, whereupon  an  appropriate  new
certificate may be issued in lieu of the one alleged to have  been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

      Section  7.01. Inspection of Books. The Board  of  Directors
shall  have  power to determine which accounts and  books  of  the
Corporation,   if  any,  shall  be  open  to  the  inspection   of
Shareholders,  except  with respect to such  accounts,  books  and
records  as may by law be specifically open to inspection  by  the
Shareholders,  and  shall have power to fix reasonable  rules  and
regulations not in conflict with the applicable laws, if any,  for
the inspection of records, accounts, and books which by law or  by
determination  of  the  Board  of  Directors  shall  be  open   to
inspection, and the Shareholders' rights in this respect  are  and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall  be  fixed from time to time by resolution of the  Board  of
Directors.

      Section 7.03. Seal. The corporate seal shall be in such form
as  the Board of Directors may from time to time determine. In the
event  it  is  inconvenient to use such  seal  at  any  time,  the
signature  of  the  Corporation followed by  the  word  "SEAL"  or
"CORPORATE  SEAL"  enclosed in parenthesis  or  scroll,  shall  be
deemed to be the seal of the Corporation.

      Section  7.04. Annual Statements. Not later  than  four  (4)
months after the close of each fiscal year, and in any case  prior
to  the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)   a  balance  sheet  showing  in  reasonable  detail  the
     financial condition of the Corporation as of the close of its
     fiscal year, and

     (2)  a  profit and loss statement showing the results of  its
     operation during its fiscal year.

Upon  written request, the Corporation promptly shall mail to  any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

      Section  7.05.  Appointment of Agents. The Chairman  of  the
Board  of  Directors  and the President shall  be  authorized  and
empowered  in  the  name  of  and as  the  act  and  deed  of  the
Corporation  to  name  and  appoint general  and  special  agents,
representatives and attorneys to represent the Corporation in  the
United States or in any foreign country or countries; to name  and
appoint attorneys and proxies to vote any shares of stock  in  any
other  corporation  at any time owned or held  of  record  by  the
Corporation; to prescribe, limit and define the powers and  duties
of  such  agents, representatives, attorneys and proxies;  and  to
make substitution, revocation, or cancellation in whole or in part
of   any   power  or  authority  conferred  on  any  such   agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies  shall  be  so  named and appointed shall  be  signed  and
executed  by  the  Chairman  of the  Board  of  Directors  or  the
President. Any substitution, revocation, or cancellation shall  be
signed   in   like  manner,  provided  always  that   any   agent,
representative,  attorney  or proxy, when  so  authorized  by  the
instrument  appointing him, may substitute or delegate his  powers
in  whole  or in part and revoke and cancel such substitutions  or
delegations.  No special authorization by the Board  of  Directors
shall  be  necessary  in connection with the foregoing,  but  this
Bylaw shall be deemed to constitute full and complete authority to
the  Officers  above designated to do all the acts and  things  as
they  deem  necessary  or  incidental  thereto  or  in  connection
therewith.

     Section 7.06. Indemnification.

           (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who  was or is a party or is threatened to be made a party to  any
threatened,  pending  or  completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  and
whether formal or informal (a "Proceeding"), by reason of the fact
that  he  is or was a Director or Officer of the Corporation,  or,
while  a Director or Officer, is or was serving at the request  of
the  Corporation as an officer, director, partner, joint venturer,
trustee,   employee  or  agent  of  another  foreign  or  domestic
corporation,  partnership, joint venture, trust, employee  benefit
plan  or  other  enterprise,  against  the  obligation  to  pay  a
judgment,   settlement,  penalty,  fine  or  reasonable   expenses
(including  attorneys' fees) actually and reasonably  incurred  by
him in connection with such Proceeding, but only if he acted in  a
manner  he believed in good faith to be in or not opposed  to  the
best  interests  of  the Corporation, and,  with  respect  to  any
criminal Proceeding, if he had no reasonable cause to believe  his
conduct    was   unlawful.   Notwithstanding   the   above,    the
indemnification   permitted  hereunder  in   connection   with   a
Proceeding  by  or in the right of the Corporation is  limited  to
reasonable  expenses  (including  attorneys'  fees)  incurred   in
connection with the Proceeding.

           (b)  The  termination  of any Proceeding  by  judgment,
order,  settlement, conviction, or upon a plea of nolo  contendere
or  its equivalent shall not, of itself, create a presumption that
the  person  did  not meet the standard of conduct  set  forth  in
Section 7.06(a).

          (c) Notwithstanding the foregoing, the Corporation shall
not  indemnify  any  Director or Officer in  connection  with  any
Proceeding (i) by or in the right of the Corporation in which said
person was adjudged liable to the Corporation, or (ii) in which he
was  adjudged  liable  on  the basis  that  personal  benefit  was
improperly received by him.

           (d)  To the extent that a Director or Officer has  been
successful,  on  the merits or otherwise, in the  defense  of  any
Proceeding to which he was a party because he is or was a Director
or  Officer,  or  in  the defense of any claim,  issue  or  matter
therein,  the  Corporation shall indemnify  him  against  expenses
(including  attorneys' fees) actually and reasonably  incurred  by
him in connection therewith.

           (e) Except as provided in paragraph (d) of this Section
7.06,  and  except as may be ordered by a court,  the  Corporation
shall  not  indemnify  any Director or Officer  unless  authorized
hereunder  and  a determination has been made that indemnification
of  the Director or Officer is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section
7.06(a).  Such  determination shall be  made  in  accordance  with
Section  14-2-855  of  the Georgia Business Corporation  Code,  as
amended.

           (f)  Reasonable  expenses (including  attorneys'  fees)
incurred  by a Director or Officer who is a party to a  Proceeding
shall  be  paid  by  the  Corporation  in  advance  of  the  final
disposition  of  such  Proceeding if (i) the Director  or  Officer
furnishes the Corporation a written affirmation of his good  faith
belief  that  he  has  met the standard of conduct  set  forth  in
Section  7.06(a), and (ii) the Director or Officer  furnishes  the
Corporation a written undertaking to repay any advances if  it  is
ultimately determined that he is not entitled to indemnification.

           (g)  The indemnification provided by this Section  7.06
shall  not  be  deemed exclusive of any other right to  which  the
persons indemnified hereunder shall be entitled and shall inure to
the  benefit  of  the heirs, executors or administrators  of  such
persons.

           (h) The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation,  or  is  or  was  serving  at  the  request  of   the
Corporation  as  a  director, officer,  partner,  joint  venturer,
trustee,  employee,  or  agent  of  another  foreign  or  domestic
corporation,  partnership, joint venture, trust, employee  benefit
plan  or  other enterprise, against any liability asserted against
him  and incurred by him in any such capacity, or arising  out  of
his  status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions
of this Section 7.06.

           (i) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an  insurance
carrier  pursuant to insurance maintained by the Corporation,  the
Corporation shall, not later than the next annual meeting  of  the
Shareholders, unless such meeting is held within three (3)  months
from  the date of such payment, and, in any event, within  fifteen
(15)  months  from the date of such payment, send by  first  class
mail  to  its Shareholders of record at the time entitled to  vote
for  the election of Directors, a statement specifying the persons
paid,  the amounts paid, and the nature and status at the time  of
such payment of the litigation or threatened litigation.

      Section 7.07. Reimbursement from Officers. Any payment  made
to  an  Officer  of  the Corporation, such as salary,  commission,
bonus,  interest, rent or entertainment expense incurred  by  him,
which  shall  be  disallowed in whole or in part as  a  deductible
expense  by  the Internal Revenue Service, shall be reimbursed  by
such  Officer  to  the  Corporation to the  full  extent  of  such
disallowance, unless otherwise approved by the Board of Directors.
It  shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject   to   the  determination  of  the  Board  of   Directors,
proportionate amounts may be withheld from his future compensation
payments  until  the  amount  owed to  the  Corporation  has  been
recovered.

      Section  7.08.  Reimbursement  of  Personal  Expenses.  Each
Officer  and  Director of the Corporation shall be  required  from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses  unless
specifically  authorized shall not be subject to reimbursement  by
the Company.

                     ARTICLE VIII. AMENDMENTS

      Section 8.01. Amendment. The Amended and Restated Bylaws  of
the  Corporation may be altered or amended and new Bylaws  may  be
adopted  by  the Shareholders at any annual or special meeting  of
the  Shareholders or by the Board of Directors at any  regular  or
special meeting of the Board of Directors; provided, however, that
if  such  action is to be taken at a meeting of the  Shareholders,
notice of the general nature of the proposed change in the Amended
and  Restated  Bylaws shall have been given in the notice  of  the
meeting.

                     ARTICLE IX. CONSTRUCTION

      Section  9.01.  Construction. In the event of  any  conflict
between  the  terms of these Amended and Restated Bylaws  and  the
terms  of  the Articles of Incorporation or any agreement  between
and  among  the  Shareholders,  the  terms  of  the  Articles   of
Incorporation   and/or  the  agreement  between  and   among   the
Shareholders shall control and govern.

      IN  WITNESS  WHEREOF, the undersigned Secretary does  hereby
attest that the foregoing Amended and Restated Bylaws were adopted
as  the Bylaws of the Corporation by act of the Board of Directors
of the Corporation as of September 1, 1995.

/s/Peter J. Arvan
Peter J. Arvan, Secretary

                                                       Exhibit B-39

                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF STUART II, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
of Stuart II, Inc.

       Article  2.  State  of  Organization.  The  Corporation  is
organized  pursuant  to  the provisions of  the  Georgia  Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which  the Corporation shall have authority to issue is  not  more
than  10,000  shares  of  capital stock, all  of  which  shall  be
designated  "Common Stock." The shares of Common Stock shall  have
unlimited  voting rights and shall be entitled to receive  all  of
the net assets of the Corporation upon liquidation or dissolution.

      Article  4.  Registered  Office and  Registered  Agent.  The
initial  registered office of the Corporation shall be at  Chorey,
Taylor  &  Feil, A Professional Corporation, 3399 Peachtree  Road,
N.E.,  Suite  1700,  The Lenox Building, Atlanta,  Fulton  County,
Georgia 30326. The initial registered agent of the Corporation  at
such address shall be David A. Flanigan, Jr.

      Article 5. Principal Office. The initial principal office of
the  Corporation  shall  be  at 3510  Dekalb  Technology  Parkway,
Atlanta, Georgia 30340.

      Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

      Article 7. Director's Liability. No director shall have  any
liability  to the Corporation or to its shareholders for  monetary
damages  for  any  action taken, or for any failure  to  take  any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not  eliminate or limit the liability of a director  for  (a)  any
appropriation,  in  violation  of  his  duties,  of  any  business
opportunity  of  the  Corporation; (b)  acts  or  omissions  which
involve intentional misconduct or a knowing violation of law;  (c)
the  types of liability set forth in Section 14-2-832 of the Code;
or  (d)  any  transaction  from which  the  director  received  an
improper personal benefit.

      Article  8.  Indemnification. Each person who is  or  was  a
director or officer of the Corporation, and each person who is  or
was a director or officer of the Corporation who at the request of
the  Corporation is serving or has served as an officer, director,
partner,  joint  venturer, trustee, employee or agent  of  another
corporation,  partnership, joint venture, trust, employee  benefit
plan  or other enterprise, shall be indemnified by the Corporation
against  those  expenses (including attorneys'  fees),  judgments,
fines,  penalties and amounts paid in settlement which are allowed
to  be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action,  suit
or   proceeding,   whether  civil,  criminal,  administrative   or
investigative, in which such person may be involved by  reason  of
his being or having been a director or officer of this Corporation
or  of  such other enterprises. Notwithstanding anything contained
herein  to  the  contrary, this Article  is  intended  to  provide
indemnification to each director and officer of the Corporation to
the  fullest extent authorized by the Code, as the same exists  or
may  hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation  to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

      Article  9.  Incorporator. The name and the address  of  the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor &  Feil,  A
Professional Corporation, 3399 Peachtree Road, N.E.,  Suite  1700,
The Lenox Building, Atlanta, Georgia 30326.

      IN  WITNESS  WHEREOF,  the undersigned  has  executed  these
Articles of Incorporation.

                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-40
                                  Great Plains Energy Incorporated
                                    2001 Annual Report on Form U5S

                              BYLAWS

                                OF

                 R. S. ANDREWS OF STUART II, INC.


                        ARTICLE I. OFFICES

      Section  1.01. Registered Office and Agent. The  Corporation
shall  have  and  continuously maintain a  registered  office  and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at  such place or places within or without the State of Georgia as
the  Board  of  Directors may from time to  time  appoint  or  the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

      Section  2.01.  Place  of  Meetings.  All  meetings  of  the
Shareholders shall be held at such place as may be fixed from time
to  time by the Board of Directors. In the absence of a resolution
adopted  by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

      Section  2.02.  Annual Meetings. An annual  meeting  of  the
Shareholders shall be held on the last business day of  the  fifth
month  following the close of each fiscal year, or at  such  other
time  and date prior thereto and following the close of the fiscal
year  as  shall be determined by the Board of Directors,  for  the
purpose  of electing Directors and transacting such other business
as may properly be brought before the meeting.

      Section  2.03.  Special Meetings. Special  meetings  of  the
Shareholders,  for  any  purpose  or  purposes,  unless  otherwise
prescribed  by  statute or the Articles of Incorporation,  may  be
called by the Chairman of the Board or the President; and shall be
called  by  the  Chairman  of  the Board,  the  President  or  the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent  (25%)  of  all votes entitled to be  cast  on  any  issue
proposed  to  be considered at the proposed special meeting  sign,
date  and  deliver to the Corporation one or more written  demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise  required by statute or the Articles  of  Incorporation,
written notice of each meeting of the Shareholders, whether annual
or  special,  shall be served either personally or by  mail,  upon
each  Shareholder of record entitled to vote at such meeting,  not
less than 10 nor more than 60 days before such meeting. If mailed,
such  notice shall be directed to a Shareholder at his post office
address  last shown on the records of the Corporation.  Notice  of
any  special  meeting of Shareholders shall state the  purpose  or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any  Shareholder
who,  in  person  or by his attorney thereunto authorized,  either
before or after such meeting, shall waive such notice by means  of
a  signed  writing delivered to the Corporation. Attendance  of  a
Shareholder at a meeting, either in person or by proxy,  shall  of
itself  constitute  waiver of notice and waiver  of  any  and  all
objections  to the place of the meeting, the time of the  meeting,
the  manner  in  which  it has been called  or  convened,  or  the
consideration  of  a  particular matter that  is  not  within  the
purpose or purposes described in the meeting notice, except when a
Shareholder  attends a meeting solely for the purpose of  stating,
at  the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present  in  person  or represented by proxy, shall  constitute  a
quorum at all meetings of the Shareholders for the transaction  of
business, except as otherwise provided by law, by the Articles  of
Incorporation,  or  by  these Bylaws. If, however,  such  majority
shall  not  be  present  or represented  at  any  meeting  of  the
Shareholders,  the Shareholders entitled to vote thereat,  present
in person or by proxy, shall have the power to adjourn the meeting
from  time  to time. If the adjournment is not for more  than  120
days, the adjourned meeting may be held without notice other  than
an  announcement at the meeting. If the adjournment  is  for  more
than  120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to  each
Shareholder  of  record entitled to vote at such meeting.  At  any
such  adjourned  meeting at which a quorum  shall  be  present  in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

      Section  2.06. Voting. At every meeting of the Shareholders,
including  meetings  of  the  Shareholders  for  the  election  of
Directors,  any  Shareholder having the right  to  vote  shall  be
entitled  to  vote in person or by proxy, but no  proxy  shall  be
voted  after eleven (11) months from its date, unless  said  proxy
provides for a longer period. Each Shareholder shall have one vote
for  each  share of stock having voting power, registered  in  his
name  on the books of the Corporation. If a quorum exists,  action
on  a  matter  (other  than  the election  of  Directors)  by  the
Shareholders  is  approved if the votes cast favoring  the  action
exceed the votes cast opposing the action, unless the Articles  of
Incorporation,  these Bylaws, or the Georgia Business  Corporation
Code  requires  a  greater  number of  affirmative  votes.  Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote  in  the election at a meeting at which a quorum is  present,
and  the  vote for the election of Directors shall be  by  written
ballot.

      Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a  person  appointed by the Board of Directors, shall  preside  at
meetings of the Shareholders. The Secretary of the Corporation, or
in  the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

      Section  2.08.  Written  Consents. Any  action  required  or
permitted  to  be  taken at a meeting of the Shareholders  of  the
Corporation  may  be taken without a meeting if  written  consent,
setting  forth  the  action so taken,  and  bearing  the  date  of
signature,  shall be signed by persons who would  be  entitled  to
vote  at  a meeting those shares having voting power to  cast  not
less than the minimum number (or numbers, in the case of voting by
classes)  of  votes that would be necessary to authorize  or  take
such action at a meeting at which all shares entitled to vote were
present  and voted. The rights set forth herein shall be  governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

      Section 2.09. Inspectors of Election. All votes by ballot at
any  meeting of Shareholders shall be conducted by such number  of
inspectors of election as are appointed for that purpose by either
the  Board  of  Directors or by the Chairman of the  meeting.  The
inspectors  of  election shall decide upon the  qualifications  of
voters, count the votes and declare the results.

      Section 2.10. Record Date. The Board of Directors, in  order
to  determine the Shareholders entitled to notice of or to vote at
any  meeting  of  Shareholders  or  any  adjournment  thereof,  or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled  to  exercise
any  rights  in respect of any change, conversion or  exchange  of
stock, or for the purpose of any other lawful action, shall fix in
advance  a  record date which shall not be more than seventy  (70)
days  before the date of such meeting, nor more than seventy  (70)
days  prior  to  any  other action, and in  such  case  only  such
Shareholders  as shall be Shareholders of record on  the  date  so
fixed,  and that are otherwise entitled to vote, shall be entitled
to  such  notice of or to vote at such meeting or any  adjournment
thereof, or to express consent to such corporate action in writing
without  a meeting, or to receive payment of any such dividend  or
other distribution or allotment of any rights, or to exercise  any
such  rights in respect of stock or to take any such other  lawful
action,  as the case may be, notwithstanding any transfer  of  any
stock  on the books of the Corporation after any such record  date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

      Section 3.01. Authority. Except as may be otherwise provided
by  any  legal  agreement  among Shareholders,  the  property  and
business  of  the  Corporation shall be managed by  its  Board  of
Directors.  In  addition  to the powers  and  authority  expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers  of the Corporation and do all such lawful acts and  things
as  are not by law, by any legal agreement among Shareholders,  by
the  Articles  of  Incorporation, or by these Bylaws  directed  or
required to be exercised or done by the Shareholders.

      Section 3.02. Number and Term. The Board of Directors  shall
consist  of  that number of members to be fixed by  resolution  or
agreement  of  the Shareholders from time to time.  Each  Director
(whether   elected  at  an  annual  meeting  of  Shareholders   or
otherwise)   shall  hold  office  until  the  annual  meeting   of
Shareholders held next after his election, and until  a  successor
shall  be  elected  and  qualified, or until  his  earlier  death,
resignation, incapacity to serve, or removal. Directors  need  not
be Shareholders.

      Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve  of  any  Director;  upon the  increase  in  the  number  of
authorized Directors; and upon the failure of the Shareholders  to
elect  the  full  number  of Directors authorized.  The  remaining
Directors shall continue to act, and such vacancies may be  filled
by  a  majority  vote of the remaining Directors then  in  office,
though  less than a quorum, and, if not filled by prior action  of
the  Directors, may be filled by the Shareholders at  any  meeting
held during the existence of such vacancy.

      Section 3.04. Place of Meetings. The Board of Directors  may
hold  its  meetings at such place or places within or without  the
State of Georgia as it may from time to time determine.

      Section  3.05. Compensation of Directors. Directors  may  be
allowed  such  compensation for attendance at regular  or  special
meetings  of the Board of Directors and of any special or standing
committees  thereof  as  may be from time to  time  determined  by
resolution of the Board of Directors.

      Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the  effective  date  of  such resignation,  in  which  event  the
resignation shall be effective upon the election and qualification
of  a successor. If the resignation is effective at a future time,
a  successor  may be elected before that time to take office  when
the resignation becomes effective.

      Section  3.07.  Removal. The Shareholders  may  declare  the
position  of  a Director vacant, and may remove such Director  for
cause  at  a special meeting of the Shareholders called  for  such
purpose,  on  the occurrence of any of the following  events:  the
Director  has  been declared of unsound mind by a final  order  of
court;  the Director has been convicted of a felony; the  Director
has  failed to attend any meeting of the Board for at least a year
and  a  half or the Director has been presented with one  or  more
written charges, has been given at least ten (10) days' notice  of
a hearing at which he may have legal counsel present, and has been
given  the  opportunity for such a hearing at  a  meeting  of  the
Shareholders. The Shareholders may also declare the position of  a
Director vacant, and may remove such Director without cause, by  a
vote  of  two-thirds of the votes cast by the shares  entitled  to
vote at a meeting at which a quorum is present.

      Section  3.08. Initial Meeting. Each newly elected Board  of
Directors  shall meet (i) at the place and time which  shall  have
been  determined,  in  accordance with  the  provisions  of  these
Bylaws,  for  the holding of the regular meeting of the  Board  of
Directors scheduled to be held first following the annual  meeting
of  the Shareholders at which the newly elected Board of Directors
shall  have been elected, or (ii) if no place and time shall  have
been  fixed  for  the  holding of such meeting  of  the  Board  of
Directors,  then immediately following the close  of  such  annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors  of such newly elected Board of Directors. In any  event
no  notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of  Directors may be held at such time and place within or without
the  State of Georgia as shall from time to time be determined  by
the  Board  of Directors by resolution, and such resolution  shall
constitute notice thereof. No further notice shall be required  in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of  Directors  may  be  called by the Chairman  of  the  Board  of
Directors or the President and shall be called by the Chairman  of
the  Board, the President or the Secretary on the written  request
of  any two (2) or more Directors delivered to such Officer of the
Corporation.  The Secretary shall give notice of all  meetings  of
the Board of Directors by mailing the notice at least two (2) days
before  each  meeting or by personal delivery or  telephoning  the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place  within
or  without the State of Georgia as shall be stated in the  notice
of  meeting.  No  notice of any special meeting of  the  Board  of
Directors need state the purposes thereof.

      Section  3.11. Waiver of Notice. A Director  may  waive  any
notice  required by this Article III before or after the date  and
time  stated in the notice. Except as provided below,  the  waiver
must be in writing, signed by the Director entitled to the notice,
and  delivered to the Corporation for inclusion in the minutes  or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number  of
Directors shall be necessary and sufficient to constitute a quorum
for  the  transaction of business. The act of a  majority  of  the
Directors present at any meeting at which there is a quorum  shall
be  the  act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation  or
by  these  Bylaws. In the absence of a quorum, a majority  of  the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need  only  be given by announcement at the meeting at  which  the
adjournment is taken.

       Section  3.13.  Telephonic  Participation.  Directors   may
participate  in meetings of the Board of Directors though  use  of
conference telephone or similar communications equipment, provided
all  Directors participating in the meeting can hear one  another.
Such  participation  shall  constitute personal  presence  at  the
meeting,  and  consequently shall be counted toward  the  required
quorum and in any vote.

      Section 3.14. Conduct of Meetings. The Chairman of the Board
of  Directors,  or  in  his absence the President,  and  in  their
absence  the  Vice  President, if  any,  named  by  the  Board  of
Directors,  shall preside at meetings of the Board  of  Directors.
The  Secretary  of the Corporation, or in the Secretary's  absence
any  person  appointed  by the presiding  Officer,  shall  act  as
Secretary for meetings of the Board of Directors.

      Section 3.15. Action by Written Consent. Any action required
or  permitted to be taken at any meeting of the Board of Directors
or  of  any  committee thereof may be taken without a meeting  if,
prior  to such action, a written consent thereto is signed by  all
members of the Board or of such committee, as the case may be, and
such  written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an  Executive Committee of one (1) or more Directors. Each  member
of  the  Executive  Committee shall hold office  until  the  first
meeting of the Board of Directors after the annual meeting of  the
Shareholders  next following his election and until his  successor
member  of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

      Section  4.02.  Executive Committee  -  Powers.  During  the
intervals  between  the meetings of the Board  of  Directors,  the
Executive  Committee may exercise all the powers of the  Board  of
Directors  in  the  management  of the  business  affairs  of  the
Corporation,  including  all powers specifically  granted  to  the
Board  of  Directors  by  these  Bylaws  or  by  the  Articles  of
Incorporation, and may authorize the seal of the Corporation to be
affixed  to  all  papers which may require it; provided,  however,
that the Executive Committee shall not have the power to amend  or
repeal any resolution of the Board of Directors that by its  terms
shall  not  be  subject to amendment or repeal  by  the  Executive
Committee,  and  the  Executive  Committee  shall  not  have   the
authority  of the Board of Directors in reference to (1)  amending
the Articles of Incorporation; (2) adopting, amending or approving
a  plan  of  merger or share exchange; (3) adopting,  amending  or
repealing  the  Bylaws  of the Corporation;  (4)  the  filling  of
vacancies  on  the  Board of Directors or on  any  committee;  (5)
approving  or  proposing to Shareholders action that  the  Georgia
Business Corporation Code requires to be approved by Shareholders;
(6)  the  sale,  lease, exchange or other disposition  of  all  or
substantially  all the property or assets of the Corporation;  (7)
the  removal of any or all of the Officers of the Corporation;  or
(8) a voluntary dissolution of the Corporation or a revocation  of
any such voluntary dissolution.

      Section  4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman  of
the  Board of Directors, the President, or of any one (1) or  more
members  of  the  Executive Committee. Meetings of  the  Executive
Committee  may be held at such place or places, within or  without
the  State  of Georgia, as the Executive Committee shall determine
or  as may be specified or fixed in the respective notices of such
meetings.  The  Executive  Committee may  fix  its  own  rules  of
procedure,  including provision for notice of its meetings,  shall
keep   a  record  of  its  proceedings,  and  shall  report  these
proceedings to the Board of Directors at the meeting thereof  held
next  after  such  meeting of the Executive  Committee.  All  such
proceedings  shall  be subject to revision or  alteration  by  the
Board  of  Directors except to the extent that action  shall  have
been  taken pursuant to or in reliance upon such proceedings prior
to  any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

      Section  4.04. Executive Committee - Alternate Members.  The
Board  of  Directors,  by resolution adopted  in  accordance  with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and  stead
of any absent member or members at any meeting of such committee.

      Section  4.05. Other Committees. The Board of Directors,  by
resolution  adopted  by  a  majority  of  the  entire  Board,  may
designate  one  (1)  or more other committees, each  committee  to
consist  of  one (1) or more of the Directors of the  Corporation,
which  shall  have  such  name or names and  shall  have  and  may
exercise  such powers of the Board of Directors in the  management
of  the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from  time
to time by the Board of Directors.

      Section  4.06. Removal of Committee Members.  The  Board  of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

      Section  5.01. Election of Officers. The Board of Directors,
at  its  first  meeting after each annual meeting of Shareholders,
shall  elect a President and may elect such other of the following
Officers:  a Chairman of the Board of Directors, one or more  Vice
Presidents   (one  of  whom  may  be  designated  Executive   Vice
President), a Secretary, a Treasurer and a Controller.  The  Board
of  Directors  at any time and from time to time may appoint  such
other  Officers as it shall deem necessary, including one or  more
Assistant  Vice Presidents, one or more Assistant Treasurers,  and
one  or  more Assistant Secretaries, who shall hold their  offices
for  such  terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined  from  time to time by the Board of  Directors  or  the
Chairman of the Board.

      Section 5.02. Compensation. The salaries of the Officers  of
the  Corporation shall be fixed by the Board of Directors,  except
that  the  Board  of  Directors may delegate  to  any  Officer  or
Officers  the  power  to  fix  the  compensation  of  any  Officer
appointed  in accordance with the second sentence of Section  5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of  Directors  after the annual meeting of Shareholders  following
the  officer's election and until his successor is chosen or until
his  earlier  resignation, death, removal or  termination  of  his
office.  Any  Officer may be removed with or without  cause  by  a
majority  vote of the Board of Directors whenever in its  judgment
the best interests of the Corporation would be served thereby. Any
Officer  may  resign  by giving written notice  to  the  Board  of
Directors. The resignation shall be effective upon receipt, or  at
such time as may be specified in such notice.

      Section  5.04.  Chairman of the Board. The Chairman  of  the
Board  of Directors, when one is elected, may be declared  by  the
Board to be the Chief Executive Officer of the Corporation and, if
so,  shall  have general and active management of the business  of
the  Corporation and shall see that all orders and resolutions  of
the  Board  of Directors are carried into effect. He shall  be  ex
officio  a  member  of all standing committees,  unless  otherwise
provided  in  the resolution appointing the same. The Chairman  of
the  Board shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman of such meetings.

      Section  5.05. President. When no Chairman of the Board  has
been  elected, or if a Chairman has been elected and not  declared
to be the Chief Executive Officer, or in the event of the death or
disability  of  the Chairman of the Board or at his  request,  the
President  shall have all of the powers and perform the duties  of
the  Chairman  of the Board. The President shall  also  have  such
powers  and  perform such duties as are specifically imposed  upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio  a
member  of  all standing committees, unless otherwise provided  in
the  resolution appointing such committees. In the  absence  of  a
Chairman  of  the  Board serving as Chief Executive  Officer,  the
President  shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman  of such meetings. If no other Officers are elected,  the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

      Section  5.06.  Vice Presidents. The Vice  Presidents  shall
perform such duties as are generally performed by vice presidents.
The  Vice  Presidents shall perform such other duties and exercise
such  other powers as the Board of Directors, the Chairman of  the
Board,  or  the President shall request or delegate. The Assistant
Vice  Presidents  shall have such powers, and shall  perform  such
duties,  as  may be prescribed from time to time by the  Board  of
Directors, the Chairman of the Board, or the President.

      Section  5.07.  Secretary. The Secretary  shall  attend  all
meetings  of  the  Board  of Directors and  all  meetings  of  the
Shareholders,  shall  record all votes  and  the  minutes  of  all
proceedings  in  books  to  be kept for that  purpose,  and  shall
perform like duties for the standing committees when required.  He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and  shall perform such other duties as may be prescribed  by  the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in  the  absence  or  disability  of  the  Secretary,  or  at  the
Secretary's  request, perform the duties and exercise  the  powers
and authority herein granted to the Secretary.

      Section 5.08. Treasurer. The Treasurer shall have charge  of
and  be  responsible  for  all  funds,  securities,  receipts  and
disbursements of the Corporation, and shall deposit or cause to be
deposited,  in  the name of the Corporation, all monies  or  other
valuable  effects  in  such  banks,  trust  companies,  or   other
depositories as shall from time to time be selected by  the  Board
of  Directors.  He shall render to the Chairman of  the  Board  of
Directors,  the  President, and the Board of  Directors,  whenever
requested,   an  account  of  the  financial  condition   of   the
Corporation,  and,  in general, he shall perform  all  the  duties
incident  to  the office of treasurer of a corporation,  and  such
other  duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

      Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of  the
Corporation  provided  for that purpose  a  true  account  of  all
transactions,   and  of  the  assets  and  liabilities,   of   the
Corporation.  The  Controller shall  prepare  and  submit  to  the
Chairman  of  the Board of Directors or President  such  financial
statements  and schedules as may be required to keep such  Officer
currently  informed of the operations and financial  condition  of
the  Corporation, and shall perform such other duties  as  may  be
assigned  by the Board of Directors, the Chairman of the Board  of
Directors or the President.

      Section  5.10. Vacancy in Office. In case of the absence  of
any  Officer of the Corporation, or for any other reason that  the
Board of Directors may deem sufficient, the Board of Directors may
delegate,  for the time being, any or all of the powers or  duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

      Section  6.01.  Share  Certificates. The  interest  of  each
Shareholder  shall be evidenced by a certificate  or  certificates
representing shares of stock of the Corporation which shall be  in
such  form as the Board of Directors may from time to time  adopt.
The certificates shall be consecutively numbered, and the issuance
of  shares  shall be duly recorded in the books of the Corporation
as  they  are issued. Each certificate shall indicate the holder's
name,  the  number of shares, the class of shares and  series,  if
any,  represented  thereby, a statement that  the  Corporation  is
organized  under  the laws of the State of Georgia,  and  the  par
value of each share or a statement that the shares are without par
value.  Each  certificate shall be signed by the Chairman  of  the
Board, the President, or a Vice President, and may (but need  not)
be   signed  by  Treasurer,  Assistant  Treasurer,  Secretary   or
Assistant Secretary, if such officer or officers have been elected
or  appointed by the Corporation; provided, however, that if  such
certificate is signed by a transfer agent, or by a transfer  clerk
acting  on  behalf  of  the  Corporation,  and  a  registrar,  the
signature  of  any such Officer may be a facsimile. In  the  event
that any Officer who has signed, or whose facsimile signature  has
been  used on, any such certificate, shall cease to be an  Officer
of  the  Corporation,  whether because of death,  resignation,  or
otherwise,  prior  to  the  delivery of such  certificate  by  the
Corporation,  such certificate may nevertheless  be  delivered  as
though  the person whose facsimile signature shall have been  used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record  of  the  Shareholders  of the  Corporation  which  readily
indicates in alphabetical order or by alphabetical index,  and  by
classes of stock, the names of the Shareholders entitled to  vote,
the addresses of such Shareholders,  and the number of shares held
by  such  Shareholders.  Said record shall  be  presented  at  all
meetings of the Shareholders.

      Section 6.03. Stock Transfer Books. Transfers of stock shall
be  made on the books of the Corporation only by the person  named
in  the  certificate,  or by an attorney lawfully  constituted  in
writing, and upon surrender of the certificate therefor, or in the
case  of  a  certificate  alleged to have  been  lost,  stolen  or
destroyed, upon compliance with the provisions of Section 6.06  of
these Bylaws.

      Section  6.04. Shareholder Rights. The Corporation shall  be
entitled to treat the record holder of any share of stock  of  the
Corporation  as  the person entitled to vote such share  (if  such
share  represents  voting stock) and to receive  any  dividend  or
other  distribution with respect to such share, and for all  other
purposes  and  accordingly shall not be  bound  to  recognize  any
equitable or other claim to or interest in such share on the  part
of any other person, whether or not it shall have express or other
notice thereon except as otherwise provided by law.

      Section  6.05.  Transfer Agent. The Board of  Directors  may
appoint one or more transfer agents and one or more registrars and
may  require  each  stock certificate to  bear  the  signature  or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit  or affirmation of the fact in such manner as the  Board
of  Directors may require and shall, if the Directors so  require,
give  the Corporation a bond of indemnity. Such bond shall  be  in
form  and amount satisfactory to the Board of Directors, and shall
be  with  one  or  more  sureties, whereupon  an  appropriate  new
certificate may be issued in lieu of the one alleged to have  been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

      Section  7.01. Inspection of Books. The Board  of  Directors
shall  have  power to determine which accounts and  books  of  the
Corporation,   if  any,  shall  be  open  to  the  inspection   of
Shareholders,  except  with respect to such  accounts,  books  and
records  as may by law be specifically open to inspection  by  the
Shareholders,  and  shall have power to fix reasonable  rules  and
regulations not in conflict wit the applicable laws, if  any,  for
the inspection of records, accounts, and books which by law or  by
determination  of  the  Board  of  Directors  shall  be  open   to
inspection, and the Shareholders' rights in this respect  are  and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall  be  fixed from time to time by resolution of the  Board  of
Directors.

      Section 7.03. Seal. The corporate seal shall be in such form
as  the Board of Directors may from time to time determine. In the
event  it  is  inconvenient to use such  seal  at  any  time,  the
signature  of  the  Corporation followed by  the  word  "SEAL"  or
"CORPORATE  SEAL"  enclosed in parenthesis  or  scroll,  shall  be
deemed to be the seal of the Corporation.

      Section  7.04. Annual Statements. Not later  than  four  (4)
months  after the close of each fiscal year, and m any case  prior
to  the next annual meeting of Shareholders, the Corporation shall
prepare:

      (1)  a  balance  sheet  showing  in  reasonable  detail  the
financial  condition of the Corporation as of  the  close  of  its
fiscal year. and

      (2)  a profit and loss statement showing the results of  its
operation during its fiscal year.

Upon  written request, the Corporation promptly shall mail to  any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

      Section  7.05.  Appointment of Agents. The Chairman  of  the
Board  of  Directors  and the President shall  be  authorized  and
empowered  in  the  name  of  and as  the  act  and  deed  of  the
Corporation  to  name  and  appoint general  and  special  agents,
representatives and attorneys to represent the Corporation in  the
United States or in any foreign country or countries; to name  and
appoint attorneys and proxies to vote any shares of stock  in  any
other  corporation  at any time owned or held  of  record  by  the
Corporation; to prescribe, limit and define the powers and  duties
of  such  agents, representatives, attorneys and proxies;  and  to
make substitution, revocation, or cancellation in whole or in part
of   any   power  or  authority  conferred  on  any  such   agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies  shall  be  so  named and appointed shall  be  signed  and
executed  by  the  Chairman  of the  Board  of  Directors  or  the
President. Any substitution, revocation, or cancellation shall be
signed   in   like  manner,  provided  always  that   any   agent,
representative,  attorney  or proxy, when  so  authorized  by  the
instrument  appointing him, may substitute or delegate his  powers
in  whole  or in part and revoke and cancel such substitutions  or
delegations.  No special authorization by the Board  of  Directors
shall  be  necessary  in connection with the foregoing,  but  this
Bylaw shall be deemed to constitute full and complete authority to
the  Officers  above designated to do all the acts and  things  as
they  deem  necessary  or  incidental  thereto  or  in  connection
therewith.

     Section 7.06. Indemnification.

           (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who  was or is a party or is threatened to be made a party to  any
threatened,  pending  or  completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  and
whether formal or informal (a "Proceeding"), by reason of the fact
that  he  is or was a Director or Officer of the Corporation,  or,
while  a Director or Officer, is or was serving at the request  of
the  Corporation as an officer, director, partner, joint venturer,
trustee,   employee  or  agent  of  another  foreign  or  domestic
corporation,  partnership, joint venture, trust, employee  benefit
plan  or  other  enterprise,  against  the  obligation  to  pay  a
judgment,   settlement,  penalty,  fine  or  reasonable   expenses
(including  attorneys' fees) actually and reasonably  incurred  by
him  in  connection with such Proceeding, but only if he conducted
himself  in good faith, and reasonably believed: (1) with  respect
to  conduct in his "official capacity" (as that term is defined in
Section  14-2-850  of  the Georgia Business Corporation  Code,  as
amended),  that  such  conduct was in the best  interests  of  the
Corporation;  (2) with respect to all other cases,  only  if  that
conduct  was  at  least not opposed to the best interests  of  the
Corporation; or (3) with respect to any criminal Proceeding,  that
he  had  no  reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in  connection  with  a  Proceeding by or  in  the  right  of  the
Corporation   is   limited  to  reasonable   expenses   (including
attorneys' fees) incurred in connection with a Proceeding in which
it  is determined that such person has met the standard of conduct
required by this Section 7.06(a).

           (b)  The  termination  of any Proceeding  by  judgment,
order,  settlement, conviction, or upon a plea of nolo  contendere
or  its equivalent shall not, of itself, create a presumption that
the  person  did  not meet the standard of conduct  set  forth  in
Section 7.06(a).

          (c) Notwithstanding the foregoing, the Corporation shall
not  indemnify  any  Director or Officer in  connection  with  any
Proceeding  with  respect to conduct for  which  he  was  adjudged
liable  on the basis that personal benefit was improperly received
by him.

          (d) If a Director or Officer has been wholly successful,
on  the  merits or otherwise, in the defense of any Proceeding  to
which  he  was a party because he is or was a Director or Officer,
the  Corporation  shall indemnify him against reasonable  expenses
(including   attorneys'  fees)  incurred  by  him  in   connection
therewith.

           (e)   Except as provided in paragraphs (d) and  (g)  of
this  Section 7.06, and except as may be ordered by a  court,  the
Corporation  shall  not indemnify any Director or  Officer  unless
authorized  hereunder  and  a determination  has  been  made  that
indemnification  of  the  Director or Officer  is  proper  in  the
circumstances  because  he  has met  the  applicable  standard  of
conduct set forth in Section 7.06(a). Such determination shall  be
made  in  accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

           (f)  Reasonable  expenses (including  attorneys'  fees)
incurred  by a Director or Officer who is a party to a  Proceeding
shall  be  paid  by  the  Corporation  in  advance  of  the  final
disposition  of  such Proceeding if the procedures  set  forth  in
Section  14-2-853  of  the Georgia Business Corporation  Code,  as
amended, are complied with.

           (g)  The indemnification provided by this Section  7.06
shall  not  be  deemed exclusive of any other right to  which  the
persons indemnified hereunder shall be entitled under law or under
contract,  and shall inure to the benefit of the heirs,  executors
or administrators of such persons.

           (h) The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation,  or  who,  while  a  Director  or  Officer   of   the
Corporation,  is or was serving at the request of the  Corporation
as   a   director,  officer,  partner,  joint  venturer,  trustee,
employee,  or  agent  of another foreign or domestic  corporation,
partnership, joint venture, trust, employee benefit plan or  other
entity, against any liability asserted against or incurred by  him
in  any  such  capacity, or arising out of  his  status  as  such,
whether  or not the Corporation would have the power to  indemnify
or  advance  expenses  to  him against such  liability  under  the
provisions of this Section 7.06.

           (i) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an  insurance
carrier  pursuant to insurance maintained by the Corporation,  the
Corporation shall, not later than the next annual meeting  of  the
Shareholders, unless such meeting is held within three (3)  months
from  the date of such payment, and, in any event, within  fifteen
(15)  months  from the date of such payment, send by  first  class
mail  to  its Shareholders of record at the time entitled to  vote
for  the election of Directors, a statement specifying the persons
paid,  the amounts paid, and the nature and status at the time  of
such payment of the litigation or threatened litigation.

      Section 7.07. Reimbursement from Officers. Any payment  made
to  an  Officer  of  the Corporation, such as salary,  commission,
bonus,  interest, rent or entertainment expense incurred  by  him,
which  shall  be  disallowed in whole or in part as  a  deductible
expense  by  the Internal Revenue Service, shall be reimbursed  by
such  Officer  to  the  Corporation to the  full  extent  of  such
disallowance, unless otherwise approved by the Board of Directors.
It  shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject   to   the  determination  of  the  Board  of   Directors,
proportionate amounts may be withheld from his future compensation
payments  until  the  amount  owed to  the  Corporation  has  been
recovered.

      Section  7.08.  Reimbursement  of  Personal  Expenses.  Each
Officer  and  Director of the Corporation shall be  required  from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses  unless
specifically  authorized shall not be subject to reimbursement  by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered  or  amended  and  new  Bylaws  may  be  adopted  by   the
Shareholders  at any annual or special meeting of the Shareholders
or  by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action  is
to  be  taken  at  a meeting of the Shareholders,  notice  of  the
general  nature  of the proposed change in the Bylaws  shall  have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

      Section  9.01.  Construction. In the event of  any  conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the  terms  of the Articles of Incorporation and/or the  agreement
between and among the Shareholders shall control and govern.

      IN  WITNESS  WHEREOF, the undersigned Secretary does  hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of November 2, 1999.

                              /s/ C. Robert Smelas
                              C. Robert Smelas, Secretary

                                                      Exhibit B-41

                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF TIDEWATER, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
of Tidewater, Inc.

       Article  2.  State  of  Organization.  The  Corporation  is
organized  pursuant  to  the provisions of  the  Georgia  Business
Corporation Code (The "Code").

     Article 3. Capital Stock. The total number of shares of stock
which  The Corporation shall have authority to issue is  not  more
Than  10,000  shares  of  capital stock, all  of  which  shall  be
designated  "Common Stock." The shares of Common Stock shall  have
unlimited  voting rights and shall be entitled to receive  all  of
the net assets of the Corporation upon liquidation or dissolution.

      Article  4.  Registered  Office and  Registered  Agent.  The
initial  registered office of the Corporation shall be at  Chorey,
Taylor  &  Feil, A Professional Corporation, 3399 Peachtree  Road,
N.E.,  Suite  1700,  The Lenox Building, Atlanta,  Fulton  County,
Georgia 30326. The initial registered agent of The Corporation  at
such address shall be David A. Flanigan, Jr.

      Article 5. Principal Office. The initial principal office of
the  Corporation  shall  be  at 3510  Dekalb  Technology  Parkway,
Atlanta, Georgia 30340.

      Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

      Article 7. Director's Liability. No director shall have  any
liability  to the Corporation or to its shareholders for  monetary
damages  for  any  action taken, or for any failure  to  take  any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not  eliminate or limit the liability of a director  for  (a)  any
appropriation,  in  violation  of  his  duties,  of  any  business
opportunity  of  the  Corporation; (b)  acts  or  omissions  which
involve intentional misconduct or a knowing violation of law;  (c)
the  types of liability set forth in Section 14-2-832 of the Code;
or  (d)  any  transaction  from which  The  director  received  an
improper personal benefit.

      Article  8.  Indemnification. Each person who is  or  was  a
director or officer of the Corporation, and each person who is  or
was a director or officer of The Corporation who at the request of
the  Corporation is serving or has served as an officer, director.
partner,  joint  venturer, trustee, employee or agent  of  another
corporation,  partnership, joint venture, trust, employee  benefit
plan  or other enterprise, shall be indemnified by the Corporation
against  those  expenses (including attorneys'  fees),  judgments,
fines,  penalties and amounts paid in settlement which are allowed
to  be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action,  suit
or   proceeding,   whether  civil,  criminal,  administrative   or
investigative, in which such person may be involved by  reason  of
his being or having been a director or officer of this Corporation
or  of  such other enterprises. Notwithstanding anything contained
herein  to  the  contrary, this Article  is  intended  to  provide
indemnification to each director and officer of the Corporation to
the  fullest extent authorized by the Code, as the same exists  or
may  hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation  to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

      Article  9.  Incorporator. The name and the address  of  the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor &  Feil,  A
Professional Corporation, 3399 Peachtree Road, N.E.,  Suite  1700,
The Lenox Building, Atlanta, Georgia 30326.

      IN  WITNESS  WHEREOF,  the undersigned  has  executed  these
Articles of Incorporation.

                              /s/ David A. Flanagan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-42

                              BYLAWS

                                OF

                 R. S. ANDREWS OF TIDEWATER, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors though use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same.  The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1) a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2) a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h) The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of July 26, 1999.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-43

                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF WILMINGTON, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
of Wilmington, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                         /s/David A. Flanigan, Jr.
                         David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-44


                              BYLAWS

                                OF

                 R. S. ANDREWS OF WILMINGTON, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual Meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings.  The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.
     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent.  Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1) a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2) a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any time owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of October 6, 1999.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-45

                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF JONESBORO, INC.

     Article I. Name. The name of the Corporation is R. S. Andrews
of Jonesboro, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                         /s/David A. Flanigan,Jr.
                         David A. Flanigan,Jr., Incorporator

                                                      Exhibit B-46

                              BYLAWS

                                OF

                 R. S. ANDREWS OF JONESBORO, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by
either the Board of Directors or by the Chairman of the meeting.
The inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal.  Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy. Section 3.04. Place of
Meetings. The Board of Directors may hold its meetings at such
place or places within or without the State of Georgia as it may
from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article Ill before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2)  a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any tune owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

     (a)  Under the circumstances prescribed in this Section 7.06,
the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

     (b)  The termination of any Proceeding by judgment, order,
settlement, conviction,or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth in Section
7.06(a).

     (c)  Notwithstanding the foregoing, the Corporation shall not
indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

     (d)  If a Director or Officer has been wholly successful, on
the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable expenses
(including attorneys' fees) incurred by him in connection
therewith.

     (e)  Except as provided in paragraphs (d) and (g) of this
Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

     (f)  Reasonable expenses (including attorneys' fees) incurred
by a Director or Officer who is a party to a Proceeding shall be
paid by the Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section 14-2-853 of
the Georgia Business Corporation Code, as amended, are complied
with.

     (g)  The indemnification provided by this Section 7.06 shall
not be deemed exclusive of any other right to which the persons
indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

     (h)  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

     (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to vote for the
election of Directors, a statement specifying the persons paid,
the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the

Corporation, such as salary, commission, bonus, interest, rent or
entertainment expense incurred by him, which shall be disallowed
in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such Officer to the
Corporation to the full extent of such disallowance, unless
otherwise approved by the Board of Directors. It shall be the duty
of the Board of Directors to enforce payment of each such amount
disallowed. In lieu of payment by the Officer, subject to the
determination of the Board of Directors, proportionate amounts may
be withheld from his future compensation payments until the amount
owed to the Corporation has been recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of November 8, 1999.

                    /s/C. Robert Smelas
                    C. Robert Smelas, Secretary

                                                      Exhibit B-47

                     ARTICLES OF INCORPORATION

                                OF

            R. S. ANDREWS ENTERPRISES OF VIRGINIA, INC.

     Article l. Name. The name of the Corporation is R. S. Andrews
Enterprises of Virginia, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent.  The
initial registered office of the Corporation shall be at Chorey.
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle. Tucker, Georgia
30084.

     Article 6.  Initial Directors, The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Identification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorney's fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises.  Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be mended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road. N.E., Suite 1700,
The Lenox Building. Atlanta, Georgia 3O326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                         /s/David A. Flanigan
                         David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-48
                                  Great Plains Energy Incorporated
                                    2001 Annual Report on Form U5S

                              BYLAWS

                                OF

            R. S. ANDREWS ENTERPRISES OF VIRGINIA, INC.


                        ARTICLE I. OFFICES

      Section  1.01. Registered Office and Agent. The  Corporation
shall  have  and  continuously maintain a  registered  office  and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at  such place or places within or without the State of Georgia as
the  Board  of  Directors may from time to  time  appoint  or  the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

      Section  2.01.  Place  of  Meetings.  All  meetings  of  the
Shareholders shall be held at such place as may be fixed from time
to  time by the Board of Directors. In the absence of a resolution
adopted  by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

      Section  2.02.  Annual meetings. An annual  meeting  of  the
Shareholders shall be held on the last business day of  the  fifth
month  following the close of each fiscal year, or at  such  other
time  and date prior thereto and following the close of the fiscal
year  as  shall be determined by the Board of Directors,  for  the
purpose  of electing Directors and transacting such other business
as may properly be brought before the meeting.

      Section  2.03.  Special Meetings. Special  meetings  of  the
Shareholders,  for  any  purpose  or  purposes,  unless  otherwise
prescribed  by  statute or the Articles of Incorporation,  may  be
called by the Chairman of the Board or the President; and shall be
called  by  the  Chairman  of  the Board,  the  President  or  the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent  (25  %)  of all votes entitled to be cast  on  any  issue
proposed  to  be considered at the proposed special meeting  sign,
date  and  deliver to the Corporation one or more written  demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings: Waiver of Notice. Except as
otherwise  required by statute or the Articles  of  Incorporation,
written notice of each meeting of the Shareholders, whether annual
or  special,  shall be served either personally or by  mail,  upon
each  Shareholder of record entitled to vote at such meeting,  not
less than 10 nor more than 60 days before such meeting. If mailed,
such  notice shall be directed to a Shareholder at his post office
address  last shown on the records of the Corporation.  Notice  of
any  special  meeting of Shareholders shall state the  purpose  or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any  Shareholder
who,  in  person  or by his attorney thereunto authorized,  either
before or after such meeting, shall waive such notice by means  of
a  signed  writing delivered to the Corporation. Attendance  of  a
Shareholder at a meeting, either in person or by proxy,  shall  of
itself  constitute  waiver of notice and waiver  of  any  and  all
objections  to the place of the meeting, the time of the  meeting,
the  manner  in  which  it has been called  or  convened,  or  the
consideration  of  a  particular matter that  is  not  within  the
purpose or purposes described in the meeting notice, except when a
Shareholder  attends a meeting solely for the purpose of  stating,
at  the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum: Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present  in  person  or represented by proxy, shall  constitute  a
quorum at all meetings of the Shareholders for the transaction  of
business, except as otherwise provided by law, by the Articles  of
Incorporation,  or  by  these Bylaws. If, however,  such  majority
shall  not  be  present  or represented  at  any  meeting  of  the
Shareholders,  the Shareholders entitled to vote thereat,  present
in person or by proxy, shall have the power to adjourn the meeting
from  time  to  time. If the adjournment is not for more  tan  120
days, the adjourned meeting may be held without notice other  than
an  announcement at the meeting. If the adjournment  is  for  more
than  120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to  each
Shareholder  of  record entitled to vote at such meeting.  At  any
such  adjourned  meeting at which a quorum  shall  be  present  in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

      Section  2.06. Voting. At every meeting of the Shareholders,
including  meetings  of  the  Shareholders  for  the  election  of
Directors,  any  Shareholder having the right  to  vote  shall  be
entitled  to  vote in person or by proxy, but no  proxy  shall  be
voted  after eleven (11) months from its date, unless  said  proxy
provides for a longer period. Each Shareholder shall have one vote
for  each  share of stock having voting power, registered  in  his
name  on the books of the Corporation. If a quorum exists,  action
on  a  matter  (other  than  the election  of  Directors)  by  the
Shareholders  is  approved if the votes cast favoring  the  action
exceed the votes cast opposing the action, unless the Articles  of
Incorporation,  these Bylaws, or the Georgia Business  Corporation
Code  requires  a  greater  number of  affirmative  votes.  Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote  in  the election at a meeting at which a quorum is  present,
and  the  vote for the election of Directors shall be  by  written
ballot.

      Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a  person  appointed by the Board of Directors, shall  preside  at
meetings of the Shareholders. The Secretary of the Corporation, or
in  the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

      Section  2.08.  Written  Consents. Any  action  required  or
permitted  to  be  taken at a meeting of the Shareholders  of  the
Corporation  may  be taken without a meeting if  written  consent,
setting  forth  the  action so taken,  and  bearing  the  date  of
signature,  shall be signed by persons who would  be  entitled  to
vote  at  a meeting those shares having voting power to  cast  not
less than the minimum number (or numbers, in the case of voting by
classes)  of  votes that would be necessary to authorize  or  take
such action at a meeting at which all shares entitled to vote were
present  and voted. The rights set forth herein shall be  governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

      Section 2.09. Inspectors of Election. All votes by ballot at
any  meeting of Shareholders shall be conducted by such number  of
inspectors of election as are appointed for that purpose by either
the  Board  of  Directors or by the Chairman of the  meeting.  The
inspectors  of  election shall decide upon the  qualifications  of
voters, count the votes and declare the results.

      Section 2.10. Record Date. The Board of Directors, in  order
to  determine the Shareholders entitled to notice of or to vote at
any  meeting  of  Shareholders  or  any  adjournment  thereof,  or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled  to  exercise
any  rights  in respect of any change, conversion or  exchange  of
stock, or for the purpose of any other lawful action, shall fix in
advance  a  record date which shall not be more than seventy  (70)
days  before the date of such meeting, nor more than seventy  (70)
days  prior  to  any  other action, and in  such  case  only  such
Shareholders  as shall be Shareholders of record on  the  date  so
fixed,  and that are otherwise entitled to vote, shall be entitled
to  such  notice of or to vote at such meeting or any  adjournment
thereof, or to express consent to such corporate action in writing
without  a meeting, or to receive payment of any such dividend  or
other distribution or allotment of any rights, or to exercise  any
such  rights in respect of stock or to take any such other  lawful
action,  as the case may be, notwithstanding any transfer  of  any
stock  on the books of the Corporation after any such record  date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

      Section 3.01. Authority. Except as may be otherwise provided
by  any  legal  agreement  among Shareholders,  the  property  and
business  of  the  Corporation shall be managed by  its  Board  of
Directors.  In  addition  to the powers  and  authority  expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers  of the Corporation and do all such lawful acts and  things
as  are not by law, by any legal agreement among Shareholders,  by
the  Articles  of  Incorporation, or by these Bylaws  directed  or
required to be exercised or done by the Shareholders.

      Section 3.02. Number and Term. The Board of Directors  shall
consist  of  that number of members to be fixed by  resolution  or
agreement  of  the Shareholders from time to time.  Each  Director
(whether   elected  at  an  annual  meeting  of  Shareholders   or
otherwise)   shall  hold  office  until  the  annual  meeting   of
Shareholders held next after his election, and until  a  successor
shall  be  elected  and  qualified, or until  his  earlier  death,
resignation, incapacity to serve, or removal. Directors  need  not
be Shareholders.

      Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve  of  any  Director;  upon the  increase  in  the  number  of
authorized Directors; and upon the failure of the Shareholders  to
elect  the  full  number  of Directors authorized.  The  remaining
Directors shall continue to act, and such vacancies may be  filled
by  a  majority  vote of the remaining Directors then  in  office,
though  less than a quorum, and, if not filled by prior action  of
the  Directors, may be filled by the Shareholders at  any  meeting
held during the existence of such vacancy.

      Section 3.04. Place of Meetings. The Board of Directors  may
hold  its  meetings at such place or places within or without  the
State of Georgia as it may from time to time determine.

      Section  3.05. Compensation of Directors. Directors  may  be
allowed  such  compensation for attendance at regular  or  special
meetings  of the Board of Directors and of any special or standing
committees  thereof  as  may be from time to  time  determined  by
resolution of the Board of Directors.

      Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the  effective  date  of  such resignation,  in  which  event  the
resignation shall be effective upon the election and qualification
of  a successor. If the resignation is effective at a future time,
a  successor  may be elected before that time to take office  when
the resignation becomes effective.

      Section  3.07.  Removal. The Shareholders  may  declare  the
position  of  a Director vacant, and may remove such Director  for
cause  at  a special meeting of the Shareholders called  for  such
purpose,  on  the occurrence of any of the following  events:  the
Director  has  been declared of unsound mind by a final  order  of
court;  the Director has been convicted of a felony; the  Director
has  failed to attend any meeting of the Board for at least a year
and  a  half; or the Director has been presented with one or  more
written charges, has been given at least ten (10) days' notice  of
a hearing at which he may have legal counsel present, and has been
given  the  opportunity for such a hearing at  a  meeting  of  the
Shareholders. The Shareholders may also declare the position of  a
Director vacant, and may remove such Director without cause, by  a
vote  of  two-thirds of the votes cast by the shares  entitled  to
vote at a meeting at which a quorum is present.

      Section  3.08. Initial Meeting. Each newly elected Board  of
Directors  shall meet (i) at the place and time which  shall  have
been  determined,  in  accordance with  the  provisions  of  these
Bylaws,  for  the holding of the regular meeting of the  Board  of
Directors scheduled to be held first following the annual  meeting
of  the Shareholders at which the newly elected Board of Directors
shall  have been elected, or (ii) if no place and time shall  have
been  fixed  for  the  holding of such meeting  of  the  Board  of
Directors,  then immediately following the close  of  such  annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors  of such newly elected Board of Directors. In any  event
no  notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of  Directors may be held at such time and place within or without
the  State of Georgia as shall from time to time be determined  by
the  Board  of Directors by resolution, and such resolution  shall
constitute  notice thereof No further notice shall be required  in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of  Directors  may  be  called by the Chairman  of  the  Board  of
Directors or the President and shall be called by the Chairman  of
the  Board, the President or the Secretary on the written  request
of  any two (2) or more Directors delivered to such Officer of the
Corporation.  The Secretary shall give notice of all  meetings  of
the Board of Directors by mailing the notice at least two (2) days
before  each  meeting or by personal delivery or  telephoning  the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place  within
or  without the State of Georgia as shall be stated in the  notice
of  meeting.  No  notice of any special meeting of  the  Board  of
Directors need state the purposes thereof.

      Section  3.11. Waiver of Notice. A Director  may  waive  any
notice  required by this Article Ill before or after the date  and
time  stated in the notice. Except as provided below,  the  waiver
must be in writing, signed by the Director entitled to the notice,
and  delivered to the Corporation for inclusion in the minutes  or
filing with the 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 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 3.12. Quorum: Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number  of
Directors shall be necessary and sufficient to constitute a quorum
for  the  transaction of business. The act of a  majority  of  the
Directors present at any meeting at which there is a quorum  shall
be  the  act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation  or
by  these  Bylaws. In the absence of a quorum, a majority  of  the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need  only  be given by announcement at the meeting at  which  the
adjournment is taken.

       Section  3.13.  Telephonic  Participation.  Directors   may
participate in meetings of the Board of Directors through  use  of
conference telephone or similar communications equipment, provided
all  Directors participating in the meeting can hear one  another.
Such  participation  shall  constitute personal  presence  at  the
meeting,  and  consequently shall be counted toward  the  required
quorum and in any vote.

      Section 3.14. Conduct of Meetings. The Chairman of the Board
of  Directors,  or  in  his absence the President,  and  in  their
absence  the  Vice  President, if  any,  named  by  the  Board  of
Directors,  shall preside at meetings of the Board  of  Directors.
The  Secretary  of the Corporation, or in the Secretary's  absence
any  person  appointed  by the presiding  Officer,  shall  act  as
Secretary for meetings of the Board of Directors.

      Section 3.15. Action by Written Consent. Any action required
or  permitted to be taken at any meeting of the Board of Directors
or  of  any  committee thereof may be taken without a meeting  if,
prior  to such action, a written consent thereto is signed by  all
members of the Board or of such committee, as the case may be, and
such  written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an  Executive Committee of one (1) or more Directors. Each  member
of  the  Executive  Committee shall hold office  until  the  first
meeting of the Board of Directors after the annual meeting of  the
Shareholders  next following his election and until his  successor
member  of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

      Section  4.02.  Executive Committee  -  Powers.  During  the
intervals  between  the meetings of the Board  of  Directors,  the
Executive  Committee may exercise all the powers of the  Board  of
Directors  in  the  management  of the  business  affairs  of  the
Corporation,  including  all powers specifically  granted  to  the
Board  of  Directors  by  these  Bylaws  or  by  the  Articles  of
Incorporation, and may authorize the seal of the Corporation to be
affixed  to  all  papers which may require it; provided,  however,
that the Executive Committee shall not have the power to amend  or
repeal any resolution of the Board of Directors that by its  terms
shall  not  be  subject to amendment or repeal  by  the  Executive
Committee,  and  the  Executive  Committee  shall  not  have   the
authority  of the Board of Directors in reference to (1)  amending
the Articles of Incorporation; (2) adopting, amending or approving
a  plan  of  merger or share exchange; (3) adopting,  amending  or
repealing  the  Bylaws  of the Corporation;  (4)  the  filling  of
vacancies  on  the  Board of Directors or on  any  committee;  (5)
approving  or  proposing to Shareholders action that  the  Georgia
Business Corporation Code requires to be approved by Shareholders;
(6)  the  sale,  lease, exchange or other disposition  of  all  or
substantially  all the property or assets of the Corporation;  (7)
the  removal of any or all of the Officers of the Corporation;  or
(8) a voluntary dissolution of the Corporation or a revocation  of
any such voluntary dissolution.

      Section  4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman  of
the  Board of Directors, the President, or of any one (1) or  more
members  of  the  Executive Committee. Meetings of  the  Executive
Committee  may be held at such place or places, within or  without
the  State  of Georgia, as the Executive Committee shall determine
or  as may be specified or fixed in the respective notices of such
meetings.  The  Executive  Committee may  fix  its  own  rules  of
procedure,  including provision for notice of its meetings,  shall
keep   a  record  of  its  proceedings,  and  shall  report  these
proceedings to the Board of Directors at the meeting thereof  held
next  after  such  meeting of the Executive  Committee.  All  such
proceedings  shall  be subject to revision or  alteration  by  the
Board  of  Directors except to the extent that action  shall  have
been  taken pursuant to or in reliance upon such proceedings prior
to  any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

      Section  4.04. Executive Committee - Alternate Members.  The
Board  of  Directors,  by resolution adopted  in  accordance  with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and  stead
of any absent member or members at any meeting of such committee.

      Section  4.05. Other Committees. The Board of Directors,  by
resolution  adopted  by  a  majority  of  the  entire  Board,  may
designate  one  (1)  or more other committees, each  committee  to
consist  of  one (1) or more of the Directors of the  Corporation,
which  shall  have  such  name or names and  shall  have  and  may
exercise  such powers of the Board of Directors in the  management
of  the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from  time
to time by the Board of Directors.

      Section  4.06. Removal of Committee Members.  The  Board  of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

      Section  5.01. Election of Officers. The Board of Directors,
at  its  first  meeting after each annual meeting of Shareholders,
shall  elect a President and may elect such other of the following
Officers:  a Chairman of the Board of Directors, one or more  Vice
Presidents   (one  of  whom  may  be  designated  Executive   Vice
President), a Secretary, a Treasurer and a Controller.  The  Board
of  Directors  at any time and from time to time may appoint  such
other  Officers as it shall deem necessary, including one or  more
Assistant  Vice Presidents, one or more Assistant Treasurers,  and
one  or  more Assistant Secretaries, who shall hold their  offices
for  such  terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined  from  time to time by the Board of  Directors  or  the
Chairman of the Board.

      Section 5.02. Compensation. The salaries of the Officers  of
the  Corporation shall be fixed by the Board of Directors,  except
that  the  Board  of  Directors may delegate  to  any  Officer  or
Officers  the  power  to  fix  the  compensation  of  any  Officer
appointed  in accordance with the second sentence of Section  5.01
of these Bylaws.

     Section 5.03. Term. Removal. Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of  Directors  after the annual meeting of Shareholders  following
the  officer's election and until his successor is chosen or until
his  earlier  resignation, death, removal or  termination  of  his
office.  Any  Officer may be removed with or without  cause  by  a
majority  vote of the Board of Directors whenever in its  judgment
the best interests of the Corporation would be served thereby. Any
Officer  may  resign  by giving written notice  to  the  Board  of
Directors. The resignation shall be effective upon receipt, or  at
such time as may be specified in such notice.

      Section  5.04.  Chairman of the Board. The Chairman  of  the
Board  of Directors, when one is elected, may be declared  by  the
Board to be the Chief Executive Officer of the Corporation and, if
so,  shall  have general and active management of the business  of
the  Corporation and shall see that all orders and resolutions  of
the  Board  of Directors are carried into effect. He shall  be  ex
officio  a  member  of all standing committees,  unless  otherwise
provided  in  the resolution appointing the same. The Chairman  of
the  Board shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman of such meetings.

      Section  5.05. President. When no Chairman of the Board  has
been  elected, or if a Chairman has been elected and not  declared
to be the Chief Executive Officer, or in the event of the death or
disability  of  the Chairman of the Board or at his  request,  the
President  shall have all of the powers and perform the duties  of
the  Chairman  of the Board. The President shall  also  have  such
powers  and  perform such duties as are specifically imposed  upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio  a
member  of  all standing committees, unless otherwise provided  in
the  resolution appointing such committees. In the  absence  of  a
Chairman  of  the  Board serving as Chief Executive  Officer,  the
President  shall call meetings of the Shareholders, the  Board  of
Directors, and the Executive Committee to order and shall  act  as
chairman  of such meetings. If no other Officers are elected,  the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

      Section  5.06.  Vice Presidents. The Vice  Presidents  shall
perform such duties as are generally performed by vice presidents.
The  Vice  Presidents shall perform such other duties and exercise
such  other powers as the Board of Directors, the Chairman of  the
Board,  or  the President shall request or delegate. The Assistant
Vice  Presidents  shall have such powers, and shall  perform  such
duties,  as  may be prescribed from time to time by the  Board  of
Directors, the Chairman of the Board, or the President.

      Section  5.07.  Secretary. The Secretary  shall  attend  all
meetings  of  the  Board  of Directors and  all  meetings  of  the
Shareholders,  shall  record all votes  and  the  minutes  of  all
proceedings  in  books  to  be kept for that  purpose,  and  shall
perform like duties for the standing committees when required.  He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and  shall perform such other duties as may be prescribed  by  the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in  the  absence  or  disability  of  the  Secretary,  or  at  the
Secretary's  request, perform the duties and exercise  the  powers
and authority herein granted to the Secretary.

      Section 5.08. Treasurer. The Treasurer shall have charge  of
and  be  responsible  for  all  funds,  securities,  receipts  and
disbursements of the Corporation, and shall deposit or cause to be
deposited,  in  the name of the Corporation, all monies  or  other
valuable  effects  in  such  banks,  trust  companies,  or   other
depositories as shall from time to time be selected by  the  Board
of  Directors.  He shall render to the Chairman of  the  Board  of
Directors,  the  President, and the Board of  Directors,  whenever
requested,   an  account  of  the  financial  condition   of   the
Corporation,  and,  in general, he shall perform  all  the  duties
incident  to  the office of treasurer of a corporation,  and  such
other  duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

      Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of  the
Corporation  provided  for that purpose  a  true  account  of  all
transactions,   and  of  the  assets  and  liabilities,   of   the
Corporation.  The  Controller shall  prepare  and  submit  to  the
Chairman  of  the Board of Directors or President  such  financial
statements  and schedules as may be required to keep such  Officer
currently  informed of the operations and financial  condition  of
the  Corporation, and shall perform such other duties  as  may  be
assigned  by the Board of Directors, the Chairman of the Board  of
Directors or the President.

      Section  5.10. Vacancy in Office. In case of the absence  of
any  Officer of the Corporation, or for any other reason that  the
Board of Directors may deem sufficient, the Board of Directors may
delegate,  for the time being, any or all of the powers or  duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

      Section  6.01.  Share  Certificates. The  interest  of  each
Shareholder  shall be evidenced by a certificate  or  certificates
representing shares of stock of the Corporation which shall be  in
such  form as the Board of Directors may from time to time  adopt.
The certificates shall be consecutively numbered, and the issuance
of  shares  shall be duly recorded in the books of the Corporation
as  they  are issued. Each certificate shall indicate the holder's
name,  the  number of shares, the class of shares and  series,  if
any,  represented  thereby, a statement that  the  Corporation  is
organized  under  the laws of the State of Georgia,  and  the  par
value of each share or a statement that the shares are without par
value.  Each  certificate shall be signed by the Chairman  of  the
Board, the President, or a Vice President, and may (but need  not)
be   signed  by  Treasurer,  Assistant  Treasurer,  Secretary   or
Assistant Secretary, if such officer or officers have been elected
or  appointed by the Corporation; provided, however, that if  such
certificate is signed by a transfer agent, or by a transfer  clerk
acting  on  behalf  of  the  Corporation,  and  a  registrar,  the
signature  of  any such Officer may be a facsimile. In  the  event
that any Officer who has signed, or whose facsimile signature  has
been  used on, any such certificate, shall cease to be an  Officer
of  the  Corporation,  whether because of death,  resignation,  or
otherwise,  prior  to  the  delivery of such  certificate  by  the
Corporation,  such certificate may nevertheless  be  delivered  as
though  the person whose facsimile signature shall have been  used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record  of  the  Shareholders  of the  Corporation  which  readily
indicates in alphabetical order or by alphabetical index,  and  by
classes of stock, the names of the Shareholders entitled to  vote,
the  addresses of such Shareholders, and the number of shares held
by  such  Shareholders.  Said record shall  be  presented  at  all
meetings of the Shareholders.

      Section 6.03. Stock Transfer Books. Transfers of stock shall
be  made on the books of the Corporation only by the person  named
in  the  certificate,  or by an attorney lawfully  constituted  in
writing, and upon surrender of the certificate therefor, or in the
case  of  a  certificate  alleged to have  been  lost,  stolen  or
destroyed, upon compliance with the provisions of Section 6.06  of
these Bylaws.

      Section  6.04. Shareholder Rights. The Corporation shall  be
entitled to treat the record holder of any share of stock  of  the
Corporation  as  the person entitled to vote such share  (if  such
share  represents  voting stock) and to receive  any  dividend  or
other  distribution with respect to such share, and for all  other
purposes  and  accordingly shall not be  bound  to  recognize  any
equitable or other claim to or interest in such share on the  part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

      Section  6.05.  Transfer Agent. The Board of  Directors  may
appoint one or more transfer agents and one or more registrars and
may  require  each  stock certificate to  bear  the  signature  or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit  or affirmation of the fact in such manner as the  Board
of  Directors may require and shall, if the Directors so  require,
give  the Corporation a bond of indemnity. Such bond shall  be  in
form  and amount satisfactory to the Board of Directors, and shall
be  with  one  or  more  sureties, whereupon  an  appropriate  new
certificate may be issued in lieu of the one alleged to have  been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

      Section  7.01. Inspection of Books. The Board  of  Directors
shall  have  power to determine which accounts and  books  of  the
Corporation,   if  any,  shall  be  open  to  the  inspection   of
Shareholders,  except  with respect to such  accounts,  books  and
records  as may by law be specifically open to inspection  by  the
Shareholders,  and  shall have power to fix reasonable  rules  and
regulations not in conflict with the applicable laws, if any,  for
the inspection of records, accounts, and books which by law or  by
determination  of  the  Board  of  Directors  shall  be  open   to
inspection, and the Shareholders' rights in this respect  are  and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall  be  fixed from time to time by resolution of the  Board  of
Directors.

      Section 7.03. Seal. The corporate seal shall be in such form
as  the Board of Directors may from time to time determine. In the
event  it  is  inconvenient to use such  seal  at  any  time,  the
signature  of  the  Corporation followed by  the  word  "SEAL"  or
"CORPORATE  SEAL"  enclosed in parenthesis  or  scroll,  shall  be
deemed to be the seal of the Corporation.

      Section  7.04. Annual Statements. Not later  than  four  (4)
months after the close of each fiscal year, and in any case  prior
to  the next annual meeting of Shareholders, the Corporation shall
prepare:

      (1)  a  balance  sheet  showing  in  reasonable  detail  the
financial  condition of the Corporation as of  the  close  of  its
fiscal year, and

      (2)  a profit and loss statement showing the results of  its
operation during its fiscal year.

Upon  written request, the Corporation promptly shall mail to  any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

      Section  7.05.  Appointment of Agents. The Chairman  of  the
Board  of  Directors  and the President shall  be  authorized  and
empowered  in  the  name  of  and as  the  act  and  deed  of  the
Corporation  to  name  and  appoint general  and  special  agents,
representatives and attorneys to represent the Corporation in  the
United States or in any foreign country or countries; to name  and
appoint attorneys and proxies to vote any shares of stock  in  any
other  corporation  at any tune owned or held  of  record  by  the
Corporation; to prescribe, limit and define the powers and  duties
of  such  agents, representatives, attorneys and proxies;  and  to
make substitution, revocation, or cancellation in whole or in part
of   any   power  or  authority  conferred  on  any  such   agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies  shall  be  so  named and appointed shall  be  signed  and
executed  by  the  Chairman  of the  Board  of  Directors  or  the
President. Any substitution, revocation, or cancellation shall  be
signed   in   like  manner,  provided  always  that   any   agent,
representative,  attorney  or proxy, when  so  authorized  by  the
instrument  appointing him, may substitute or delegate his  powers
in  whole  or in part and revoke and cancel such substitutions  or
delegations.  No special authorization by the Board  of  Directors
shall  be  necessary  in connection with the foregoing,  but  this
Bylaw shall be deemed to constitute full and complete authority to
the  Officers  above designated to do all the acts and  things  as
they  deem  necessary  or  incidental  thereto  or  in  connection
therewith.

     Section 7.06. Indemnification.

           (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who  was or is a party or is threatened to be made a party to  any
threatened,  pending  or  completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  and
whether formal or informal (a "Proceeding"), by reason of the fact
that  he  is or was a Director or Officer of the Corporation,  or,
while  a Director or Officer, is or was serving at the request  of
the  Corporation as an officer, director, partner, joint venturer,
trustee,   employee  or  agent  of  another  foreign  or  domestic
corporation,  partnership, joint venture, trust, employee  benefit
plan  or  other  enterprise,  against  the  obligation  to  pay  a
judgment,   settlement,  penalty,  fine  or  reasonable   expenses
(including  attorneys' fees) actually and reasonably  incurred  by
him  in  connection with such Proceeding, but only if he conducted
himself  in good faith, and reasonably believed: (1) with  respect
to  conduct in his "official capacity" (as that term is defined in
Section  14-2-850  of  the Georgia Business Corporation  Code,  as
amended),  that  such  conduct was in the best  interests  of  the
Corporation;  (2) with respect to all other cases,  only  if  that
conduct  was  at  least not opposed to the best interests  of  the
Corporation; or (3) with respect to any criminal Proceeding,  that
he  had  no  reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in  connection  with  a  Proceeding by or  in  the  right  of  the
Corporation   is   limited  to  reasonable   expenses   (including
attorneys' fees) incurred in connection with a Proceeding in which
it  is determined that such person has met the standard of conduct
required by this Section 7.06(a).

           (b)  The  termination  of any Proceeding  by  judgment,
order,  settlement, conviction, or upon a plea of nolo  contendere
or  its equivalent shall not, of itself, create a presumption that
the  person  did  not meet the standard of conduct  set  forth  in
Section 7.06(a).

          (c) Notwithstanding the foregoing, the Corporation shall
not  indemnify  any  Director or Officer in  connection  with  any
Proceeding  with  respect to conduct for  which  he  was  adjudged
liable  on the basis that personal benefit was improperly received
by him.

          (d) If a Director or Officer has been wholly successful,
on  the  merits or otherwise, in the defense of any Proceeding  to
which  he  was a party because he is or was a Director or Officer,
the  Corporation  shall indemnify him against reasonable  expenses
(including   attorneys'  fees)  incurred  by  him  in   connection
therewith.

          (e) Except as provided in paragraphs (d) and (g) of this
Section  7.06,  and  except as may be  ordered  by  a  court,  the
Corporation  shall  not indemnify any Director or  Officer  unless
authorized  hereunder  and  a determination  has  been  made  that
indemnification  of  the  Director or Officer  is  proper  in  the
circumstances  because  he  has met  the  applicable  standard  of
conduct set forth in Section 7.06(a). Such determination shall  be
made  in  accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

           (f)  Reasonable  expenses (including  attorneys'  fees)
incurred  by a Director or Officer who is a party to a  Proceeding
shall  be  paid  by  the  Corporation  in  advance  of  the  final
disposition  of  such Proceeding if the procedures  set  forth  in
Section  14-2-853  of  the Georgia Business Corporation  Code,  as
amended, are complied with.

           (g)  The indemnification provided by this Section  7.06
shall  not  be  deemed exclusive of any other right to  which  the
persons indemnified hereunder shall be entitled under law or under
contract,  and shall inure to the benefit of the heirs,  executors
or administrators of such persons.

           (h) The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation,  or  who,  while  a  Director  or  Officer   of   the
Corporation,  is or was serving at the request of the  Corporation
as   a   director,  officer,  partner,  joint  venturer,  trustee,
employee,  or  agent  of another foreign or domestic  corporation,
partnership, joint venture, trust, employee benefit plan or  other
entity, against any liability asserted against or incurred by  him
in  any  such  capacity, or arising out of  his  status  as  such,
whether  or not the Corporation would have the power to  indemnify
or  advance  expenses  to  him against such  liability  under  the
provisions of this Section 7.06.

           (i) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an  insurance
carrier  pursuant to insurance maintained by the Corporation,  the
Corporation shall, not later than the next annual meeting  of  the
Shareholders, unless such meeting is held within three (3)  months
from  the date of such payment, and, in any event, within  fifteen
(15) months from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to vote for the
election  of  Directors, a statement specifying the persons  paid,
the  amounts paid, and the nature and status at the time  of  such
payment of the litigation or threatened litigation.

      Section 7.07. Reimbursement from Officers. Any payment  made
to  an  Officer  of  the Corporation, such as salary,  commission,
bonus,  interest, rent or entertainment expense incurred  by  him,
which  shall  be  disallowed in whole or in part as  a  deductible
expense  by  the Internal Revenue Service, shall be reimbursed  by
such  Officer  to  the  Corporation to the  full  extent  of  such
disallowance, unless otherwise approved by the Board of Directors.
It  shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject   to   the  determination  of  the  Board  of   Directors,
proportionate amounts may be withheld from his future compensation
payments  until  the  amount  owed to  the  Corporation  has  been
recovered.

      Section  7.08.  Reimbursement  of  Personal  Expenses.  Each
Officer  and  Director of the Corporation shall be  required  from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses  unless
specifically  authorized shall not be subject to reimbursement  by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered  or  amended  and  new  Bylaws  may  be  adopted  by   the
Shareholders  at any annual or special meeting of the Shareholders
or  by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action  is
to  be  taken  at  a meeting of the Shareholders,  notice  of  the
general  nature  of the proposed change in the Bylaws  shall  have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

      Section  9.01.  Construction. In the event of  any  conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the  terms  of the Articles of Incorporation and/or the  agreement
between and among the Shareholders shall control and govern.

      IN  WITNESS  WHEREOF, the undersigned Secretary does  hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of December 3, 1998.

                                        /s/ Robert Smelas
                                        Robert Smelas, Secretary

                                                      Exhibit B-49

                     ARTICLES OF INCORPORATION

                                OF

            R.S. ANDREWS ENTERPRISES OF TENNESSEE, INC.


     Article 1. Name. The name of the Corporation is R.S. Andrews
Enterprises of Tennessee, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil. A Professional Corporation. 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building. Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan. Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of five (5)members.

     Article 7. Directors Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation. 3399 Peachtree Road, N.E.. Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.


               /s/David A. Flanigan, Jr.
               David A. Flanigan, Jr., Incorporator

Exhibit b-50



	                   BYLAWS

					 OF

	 R. S. ANDREWS ENTERPRISES OF TENNESSEE, INC.


	             ARTICLE I. OFFICES

              Section 1.01. Registered Office and
Agent. The Corporation shall have and continuously
maintain a registered office and registered agent in
accordance with the provisions of Section 14-2-501 of
the Georgia Business Corporation Code.

              Section 1.02. Other Offices. The
Corporation may have offices at such place or places
within or without the State of Georgia as the Board of
Directors may from time to time appoint or the
business of the Corporation may require or make
desirable.

	     ARTICLE II. SHAREHOLDERS MEETINGS

              Section 2.01. Place of Meetings. All
meetings of the Shareholders shall be held at such
place as may be fixed from time to time by the Board
of Directors. In the absence of a resolution adopted
by the Board of Directors fixing such place, all
meetings shall be held at the principal office of the
Corporation.

              Section 2.02. Annual meetings. An annual
meeting of the Shareholders shall be held on the last
business day of the fifth month following the close of
each fiscal year, or at such other time and date prior
thereto and following the close of the fiscal year as
shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such
other business as may properly be brought before the
meeting.

              Section 2.03. Special Meetings. Special
meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or
the Articles of Incorporation, may be called by the
Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or
the Secretary: (i) when so directed by the Board of
Directors, (ii) at the request in writing of any two
(2) or more Directors, delivered to such Officer, or
(iii) when the holders of at least twenty-five percent
(25 %) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special
meeting sign, date and deliver to the Corporation one
or more written demands for the meeting. All such
written requests shall state the purpose or purposes
of the proposed meeting.

              Section 2.04. Notice of Meetings: Waiver
of Notice. Except as otherwise required by statute or
the Articles of Incorporation, written notice of each
meeting of the Shareholders, whether annual or
special, shall be served either personally or by mail,
upon each Shareholder of record entitled to vote at
such meeting, not less than 10 nor more than 60 days
before such meeting. If mailed, such notice shall be
directed to a Shareholder at his post office address
last shown on the records of the Corporation. Notice
of any special meeting of Shareholders shall state the
purpose or purposes for which the meeting is called.
Notice of any meeting of Shareholders shall not be
required to be given to any Shareholder who, in person
or by his attorney thereunto authorized, either before
or after such meeting, shall waive such notice by
means of a signed writing delivered to the
Corporation. Attendance of a Shareholder at a meeting,
either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of
the meeting, the manner in which it has been called or
convened, or the consideration of a particular matter
that is not within the purpose or purposes described
in the meeting notice, except when a Shareholder
attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or
objections to the transaction of business.


              Section 2.05. Quorum: Adjournment of
Meetings. The holders of a majority of the stock
issued, outstanding, and entitled to vote, present in
person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the
transaction of business, except as otherwise provided
by law, by the Articles of Incorporation, or by these
Bylaws. If, however, such majority shall not be
present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote
thereat, present in person or by proxy, shall have the
power to adjourn the meeting from time to time. If the
adjournment is not for more tan 120 days, the
adjourned meeting may be held without notice other
than an announcement at the meeting. If the
adjournment is for more than 120 days, or if a new
record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such
meeting. At any such adjourned meeting at which a
quorum shall be present in person or by proxy, any
business may be transacted that might have been
transacted at the meeting as originally called.

              Section 2.06. Voting. At every meeting
of the Shareholders, including meetings of the
Shareholders for the election of Directors, any
Shareholder having the right to vote shall be entitled
to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless
said proxy provides for a longer period. Each
Shareholder shall have one vote for each share of
stock having voting power, registered in his name on
the books of the Corporation.  If a quorum exists,
action on a matter (other than the election of
Directors) by the Shareholders is approved if the
votes cast favoring the action exceed the votes cast
opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business
Corporation Code requires a greater number of
affirmative votes. Unless otherwise provided in the
Articles of Incorporation, Directors are elected by a
plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is
present, and the vote for the election of Directors
shall be by written ballot.

              Section 2.07. Conduct of Meetings. The
Chairman of the Board of Directors, or in his absence
the President, or in their absence a person appointed
by the Board of Directors, shall preside at meetings
of the Shareholders. The Secretary of the Corporation,
or in the Secretary's absence, any person appointed by
the presiding Officer, shall act as Secretary for
meetings of the Shareholders.

              Section 2.08. Written Consents. Any
action required or permitted to be taken at a meeting
of the Shareholders of the Corporation may be taken
without a meeting if written consent, setting forth
the action so taken, and bearing the date of
signature, shall be signed by persons who would be
entitled to vote at a meeting those shares having
voting power to cast not less than the minimum number
(or numbers, in the case of voting by classes) of
votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled
to vote were present and voted. The rights set forth
herein shall be governed by and subject to the
provisions of O.C.G.A. Section 14-2-704.

              Section 2.09. Inspectors of Election.
All votes by ballot at any meeting of Shareholders
shall be conducted by such number of inspectors of
election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the
meeting. The inspectors of election shall decide upon
the qualifications of voters, count the votes and
declare the results.

              Section 2.10. Record Date. The Board of
Directors, in order to determine the Shareholders
entitled to notice of or to vote at any meeting of
Shareholders or any adjournment thereof, or entitled
to express consent to corporate action in writing
without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for
the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than
seventy (70) days before the date of such meeting, nor
more than seventy (70) days prior to any other action,
and in such case only such Shareholders as shall be
Shareholders of record on the date so fixed, and that
are otherwise entitled to vote, shall be entitled to
such notice of or to vote at such meeting or any
adjournment thereof, or to express consent to such
corporate action in writing without a meeting, or to
receive payment of any such dividend or other
distribution or allotment of any rights, or to
exercise any such rights in respect of stock or to
take any such other lawful action, as the case may be,
notwithstanding any transfer of any stock on the books
of the Corporation after any such record date is fixed
as aforesaid.

	      ARTICLE III. BOARD OF DIRECTORS


	Section 3.01. Authority. Except as may be
otherwise provided by any legal agreement among
Shareholders, the property and business of the
Corporation shall be managed by its Board of
Directors. In addition to the powers and authority
expressly conferred by these Bylaws, the Board of
Directors may exercise all powers of the Corporation
and do all such lawful acts and things as are not by
law, by any legal agreement among Shareholders, by the
Articles of Incorporation, or by these Bylaws directed
or required to be exercised or done by the
Shareholders.

         Section 3.02. Number and Term. The Board of
Directors shall consist of that number of members to
be fixed by resolution or agreement of the
Shareholders from time to time. Each Director (whether
elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting
of Shareholders held next after his election, and
until a successor shall be elected and qualified, or
until his earlier death, resignation, incapacity to
serve, or removal.  Directors need not be
Shareholders.

              Section 3.03. Vacancies. A vacancy on
the Board of Directors shall exist upon the death,
resignation, removal, or incapacity to serve of any
Director; upon the increase in the number of
authorized Directors; and upon the failure of the
Shareholders to elect the full number of Directors
authorized. The remaining Directors shall continue to
act, and such vacancies may be filled by a majority
vote of the remaining Directors then in office, though
less than a quorum, and, if not filled by prior action
of the Directors, may be filled by the Shareholders at
any meeting held during the existence of such vacancy.

              Section 3.04. Place of Meetings. The
Board of Directors may hold its meetings at such place
or places within or without the State of Georgia as it
may from time to time determine.

              Section 3.05. Compensation of Directors.
Directors may be allowed such compensation for
attendance at regular or special meetings of the Board
of Directors and of any special or standing committees
thereof as may be from time to time determined by
resolution of the Board of Directors.

              Section 3.06. Resignation. Any Director
may resign by giving written notice to the Board of
Directors. The resignation shall be effective on
receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event
the resignation shall be effective upon the election
and qualification of a successor. If the resignation
is effective at a future time, a successor may be
elected before that time to take office when the
resignation becomes effective.

              Section 3.07. Removal. The Shareholders
may declare the position of a Director vacant, and may
remove such Director for cause at a special meeting of
the Shareholders called for such purpose, on the
occurrence of any of the following events: the
Director has been declared of unsound mind by a final
order of court; the Director has been convicted of a
felony; the Director has failed to attend any meeting
of the Board for at least a year and a half; or the
Director has been presented with one or more written
charges, has been given at least ten (10) days' notice
of a hearing at which he may have legal counsel
present, and has been given the opportunity for such a
hearing at a meeting of the Shareholders. The
Shareholders may also declare the position of a
Director vacant, and may remove such Director without
cause, by a vote of two-thirds of the votes cast by
the shares entitled to vote at a meeting at which a
quorum is present.

              Section 3.08. Initial Meeting. Each
newly elected Board of Directors shall meet (i) at the
place and time which shall have been determined, in
accordance with the provisions of these Bylaws, for
the holding of the regular meeting of the Board of
Directors scheduled to be held first following the
annual meeting of the Shareholders at which the newly
elected Board of Directors shall have been elected, or
(ii) if no place and time shall have been fixed for
the holding of such meeting of the Board of Directors,
then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or
(iii) at such time and place as shall be fixed by the
written consent of all the Directors of such newly
elected Board of Directors. In any event no notice of
such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

              Section 3.09. Regular Meetings. Regular
meetings of the Board of Directors may be held at such
time and place within or without the State of Georgia
as shall from time to time be determined by the Board
of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be
required in order legally to constitute such regular
meeting.

              Section 3.10. Special Meetings. Special
meetings of the Board of Directors may be called by
the Chairman of the Board of Directors or the
President and shall be called by the Chairman of the
Board, the President or the Secretary on the written
request of any two (2) or more Directors delivered to
such Officer of the Corporation. The Secretary shall
give notice of all meetings of the Board of Directors
by mailing the notice at least two (2) days before
each meeting or by personal delivery or telephoning
the Directors not later than one (1) day before each
meeting. Any such special meeting shall be held at
such time, date and place within or without the State
of Georgia as shall be stated in the notice of
meeting.  No notice of any special meeting of the
Board of Directors need state the purposes thereof.

              Section 3.11. Waiver of Notice. A
Director may waive any notice required by this Article
Ill before or after the date and time stated in the
notice. Except as provided below, the waiver must be
in writing, signed by the Director entitled to the
notice, and delivered to the Corporation for inclusion
in the minutes or filing with the 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 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 3.12. Quorum: Voting. At all
meetings of the Board of Directors, the presence of a
majority of the authorized number of Directors shall
be necessary and sufficient to constitute a quorum for
the transaction of business. The act of a majority of
the Directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by
law, by the Articles of Incorporation or by these
Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the
meeting from time to time until a quorum is reached.
Notice of any adjourned meeting need only be given by
announcement at the meeting at which the adjournment
is taken.


              Section 3.13. Telephonic Participation.
Directors may participate in meetings of the Board of
Directors through use of conference telephone or
similar communications equipment, provided all
Directors participating in the meeting can hear one
another. Such participation shall constitute personal
presence at the meeting, and consequently shall be
counted toward the required quorum and in any vote.

              Section 3.14. Conduct of Meetings. The
Chairman of the Board of Directors, or in his absence
the President, and in their absence the Vice
President, if any, named by the Board of Directors,
shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the
Secretary's absence any person appointed by the
presiding Officer, shall act as Secretary for meetings
of the Board of Directors.

              Section 3.15. Action by Written Consent.
Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if, prior to
such action, a written consent thereto is signed by
all members of the Board or of such committee, as the
case may be, and such written consent is filed with
the minutes of the proceedings of the Board or
committee.

	           ARTICLE IV. COMMITTEES

              Section 4.01. Executive Committee. The
Board of Directors may by resolution adopted by a
majority of the entire Board, designate an Executive
Committee of one (1) or more Directors.  Each member
of the Executive Committee shall hold office until the
first meeting of the Board of Directors after the
annual meeting of the Shareholders next following his
election and until his successor member of the
Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a
Director.

              Section 4.02. Executive Committee -
Powers. During the intervals between the meetings of
the Board of Directors, the Executive Committee may
exercise all the powers of the Board of Directors in
the management of the business affairs of the
Corporation, including all powers specifically granted
to the Board of Directors by these Bylaws or by the
Articles of Incorporation, and may authorize the seal
of the Corporation to be affixed to all papers which
may require it; provided, however, that the Executive
Committee shall not have the power to amend or repeal
any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by
the Executive Committee, and the Executive Committee
shall not have the authority of the Board of Directors
in reference to (1) amending the Articles of
Incorporation; (2) adopting, amending or approving a
plan of merger or share exchange; (3) adopting,
amending or repealing the Bylaws of the Corporation;
(4) the filling of vacancies on the Board of Directors
or on any committee; (5) approving or proposing to
Shareholders action that the Georgia Business
Corporation Code requires to be approved by
Shareholders; (6) the sale, lease, exchange or other
disposition of all or substantially all the property
or assets of the Corporation; (7) the removal of any
or all of the Officers of the Corporation; or (8) a
voluntary dissolution of the Corporation or a
revocation of any such voluntary dissolution.

          Section 4.03. Executive Committee -
Meetings. The Executive Committee shall meet from time
to time on call of the Chairman of the Board of
Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the
Executive Committee may be held at such place or
places, within or without the State of Georgia, as the
Executive Committee shall determine or as may be
specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own
rules of procedure, including provision for notice of
its meetings, shall keep a record of its proceedings,
and shall report these proceedings to the Board of
Directors at the meeting thereof held next after such
meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration
by the Board of Directors except to the extent that
action shall have been taken pursuant to or in
reliance upon such proceedings prior to any such
revision or alteration. The Executive Committee shall
act by majority vote of its members.

              Section 4.04. Executive Committee -
Alternate Members. The Board of Directors, by
resolution adopted in accordance with Section 4.01,
may designate one (1) or more Directors as alternate
members of any such committee, who may act in the
place and stead of any absent member or members at any
meeting of such committee.

              Section 4.05. Other Committees. The
Board of Directors, by resolution adopted by a
majority of the entire Board, may designate one (1) or
more other committees, each committee to consist of
one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and
may exercise such powers of the Board of Directors in
the management of the business and affairs of the
Corporation, except the powers denied to the Executive
Committee, as may be determined from time to time by
the Board of Directors.

              Section 4.06. Removal of Committee
Members. The Board of Directors shall have power at
any time to remove any or all of the members of any
committee, with or without cause, to fill vacancies in
and to dissolve any such committee.

	            ARTICLE V. OFFICERS

              Section 5.01. Election of Officers. The
Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall elect a
President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or
more Vice Presidents (one of whom may be designated
Executive Vice President), a Secretary, a Treasurer
and a Controller. The Board of Directors at any time
and from time to time may appoint such other Officers
as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant
Treasurers, and one or more Assistant Secretaries, who
shall hold their offices for such terms as shall be
determined by the Board of Directors, and shall
exercise such powers and perform such duties as shall
be determined from time to time by the Board of
Directors or the Chairman of the Board.

              Section 5.02. Compensation. The salaries
of the Officers of the Corporation shall be fixed by
the Board of Directors, except that the Board of
Directors may delegate to any Officer or Officers the
power to fix the compensation of any Officer appointed
in accordance with the second sentence of Section 5.01
of these Bylaws.

              Section 5.03. Term. Removal.
Resignation. Each Officer of the Corporation shall
hold office until the first meeting of the Board of
Directors after the annual meeting of Shareholders
following the officer's election and until his
successor is chosen or until his earlier resignation,
death, removal or termination of his office. Any
Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in
its judgment the best interests of the Corporation
would be served thereby. Any Officer may resign by
giving written notice to the Board of Directors. The
resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

              Section 5.04. Chairman of the Board. The
Chairman of the Board of Directors, when one is
elected, may be declared by the Board to be the Chief
Executive Officer of the Corporation and, if so, shall
have general and active management of the business of
the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into
effect. He shall be ex officio a member of all
standing committees, unless otherwise provided in the
resolution appointing the same. The Chairman of the
Board shall call meetings of the Shareholders, the
Board of Directors, and the Executive Committee to
order and shall act as chairman of such meetings.

              Section 5.05. President. When no
Chairman of the Board has been elected, or if a
Chairman has been elected and not declared to be the
Chief Executive Officer, or in the event of the death
or disability of the Chairman of the Board or at his
request, the President shall have all of the powers
and perform the duties of the Chairman of the Board.
The President shall also have such powers and perform
such duties as are specifically imposed upon him by
law and as may be assigned to him by the Board of
Directors or the Chairman of the Board. The President
shall be ex officio a member of all standing
committees, unless otherwise provided in the
resolution appointing such committees. In the absence
of a Chairman of the Board serving as Chief Executive
Officer, the President shall call meetings of the
Shareholders, the Board of Directors, and the
Executive Committee to order and shall act as chairman
of such meetings. If no other Officers are elected,
the President shall also have all of the powers and
perform the duties of Secretary and Treasurer.

              Section 5.06. Vice Presidents. The Vice
Presidents shall perform such duties as are generally
performed by vice presidents. The Vice Presidents
shall perform such other duties and exercise such
other powers as the Board of Directors, the Chairman
of the Board, or the President shall request or
delegate. The Assistant Vice Presidents shall have
such powers, and shall perform such duties, as may be
prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the
President.

              Section 5.07. Secretary. The Secretary
shall attend all meetings of the Board of Directors
and all meetings of the Shareholders, shall record all
votes and the minutes of all proceedings in books to
be kept for that purpose, and shall perform like
duties for the standing committees when required. He
shall give, or cause to be given, any notices required
to be given of any meetings of the Shareholders and of
the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors,
the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant
Secretaries shall, in the absence or disability of the
Secretary, or at the Secretary's request, perform the
duties and exercise the powers and authority herein
granted to the Secretary.

              Section 5.08. Treasurer. The Treasurer
shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies
or other valuable effects in such banks, trust
companies, or other depositories as shall from time to
time be selected by the Board of Directors.  He shall
render to the Chairman of the Board of Directors, the
President, and the Board of Directors, whenever
requested, an account of the financial condition of
the Corporation, and, in general, he shall perform all
the duties incident to the office of treasurer of a
corporation, and such other duties as may be assigned
to him by the Board of Directors, the Chairman of the
Board, or the President.

              Section 5.09. Controller. The Board of
Directors may elect a Controller who shall keep or
cause to be kept in the books of the Corporation
provided for that purpose a true account of all
transactions, and of the assets and liabilities, of
the Corporation. The Controller shall prepare and
submit to the Chairman of the Board of Directors or
President such financial statements and schedules as
may be required to keep such Officer currently
informed of the operations and financial condition of
the Corporation, and shall perform such other duties
as may be assigned by the Board of Directors, the
Chairman of the Board of Directors or the President.

              Section 5.10. Vacancy in Office. In case
of the absence of any Officer of the Corporation, or
for any other reason that the Board of Directors may
deem sufficient, the Board of Directors may delegate,
for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any
Director.

	         ARTICLE VI. CAPITAL STOCK

              Section 6.01. Share Certificates. The
interest of each Shareholder shall be evidenced by a
certificate or certificates representing shares of
stock of the Corporation which shall be in such form
as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and
the issuance of shares shall be duly recorded in the
books of the Corporation as they are issued. Each
certificate shall indicate the holder's name, the
number of shares, the class of shares and series, if
any, represented thereby, a statement that the
Corporation is organized under the laws of the State
of Georgia, and the par value of each share or a
statement that the shares are without par value. Each
certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may
(but need not) be signed by Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary, if such
officer or officers have been elected or appointed by
the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a
transfer clerk acting on behalf of the Corporation,
and a registrar, the signature of any such Officer may
be a facsimile. In the event that any Officer who has
signed, or whose facsimile signature has been used on,
any such certificate, shall cease to be an Officer of
the Corporation, whether because of death,
resignation, or otherwise, prior to the delivery of
such certificate by the Corporation, such certificate
may nevertheless be delivered as though the person
whose facsimile signature shall have been used thereon
had not ceased to be such Officer.

              Section 6.02. Shareholder Records. The
Secretary shall keep a record of the Shareholders of
the Corporation which readily indicates in
alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders
entitled to vote, the addresses of such Shareholders,
and the number of shares held by such Shareholders.
Said record shall be presented at all meetings of the
Shareholders.

              Section 6.03. Stock Transfer Books.
Transfers of stock shall be made on the books of the
Corporation only by the person named in the
certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate
therefor, or in the case of a certificate alleged to
have been lost, stolen or destroyed, upon compliance
with the provisions of Section 6.06 of these Bylaws.

              Section 6.04. Shareholder Rights. The
Corporation shall be entitled to treat the record
holder of any share of stock of the Corporation as the
person entitled to vote such share (if such share
represents voting stock) and to receive any dividend
or other distribution with respect to such share, and
for all other purposes and accordingly shall not be
bound to recognize any equitable or other claim to or
interest in such share on the part of any other
person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

              Section 6.05. Transfer Agent. The Board
of Directors may appoint one or more transfer agents
and one or more registrars and may require each stock
certificate to bear the signature or signatures of a
transfer agent or a registrar or both.

              Section 6.06. Replacement Certificates.
Any person claiming a certificate of stock to be lost,
stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of
Directors may require and shall, if the Directors so
require, give the Corporation a bond of indemnity.
Such bond shall be in form and amount satisfactory to
the Board of Directors, and shall be with one or more
sureties, whereupon an appropriate new certificate may
be issued in lieu of the one alleged to have been
lost, stolen or destroyed.


	         ARTICLE VII. MISCELLANEOUS

              Section 7.01. Inspection of Books. The
Board of Directors shall have power to determine which
accounts and books of the Corporation, if any, shall
be open to the inspection of Shareholders, except with
respect to such accounts, books and records as may by
law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable
rules and regulations not in conflict with the
applicable laws, if any, for the inspection of
records, accounts, and books which by law or by
determination of the Board of Directors shall be open
to inspection, and the Shareholders' rights in this
respect are and shall be restricted and limited
accordingly.

              Section 7.02. Fiscal Year. The fiscal
year of the Corporation shall be fixed from time to
time by resolution of the Board of Directors.

              Section 7.03. Seal. The corporate seal
shall be in such form as the Board of Directors may
from time to time determine. In the event it is
inconvenient to use such seal at any time, the
signature of the Corporation followed by the word
"SEAL" or "CORPORATE SEAL" enclosed in parenthesis or
scroll, shall be deemed to be the seal of the
Corporation.

              Section 7.04. Annual Statements. Not
later than four (4) months after the close of each
fiscal year, and in any case prior to the next annual
meeting of Shareholders, the Corporation shall
prepare:

              (i) a balance sheet showing in
reasonable detail the financial condition of the
Corporation as of the close of its fiscal year, and
(2) a profit and loss statement showing the results of
its operation during its fiscal year.

         Upon written request, the Corporation
promptly shall mail to any Shareholder of record a
copy of the most recent such balance sheet and profit
and loss statement.

              Section 7.05. Appointment of Agents. The
Chairman of the Board of Directors and the President
shall be authorized and empowered in the name of and
as the act and deed of the Corporation to name and
appoint general and special agents, representatives
and attorneys to represent the Corporation in the
United States or in any foreign country or countries;
to name and appoint attorneys and proxies to vote any
shares of stock in any other corporation at any time
owned or held of record by the Corporation; to
prescribe, limit and define the powers and duties of
such agents, representatives, attorneys and proxies;
and to make substitution, revocation, or cancellation
in whole or in part of any power or authority
conferred on any such agent, representative, attorney
or proxy. All powers of attorney or other instruments
under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be
signed and executed by the Chairman of the Board of
Directors or the President. Any substitution,
revocation, or cancellation shall be signed in like
manner, provided always that any agent,
representative, attorney or proxy, when so authorized
by the instrument appointing him, may substitute or
delegate his powers in whole or in part and revoke and
cancel such substitutions or delegations. No special
authorization by the Board of Directors shall be
necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete
authority to the Officers above designated to do all
the acts and things as they deem necessary or
incidental thereto or in connection therewith.

              Section 7.06. Indemnification.

                   (a)  Under the circumstances
prescribed in this Section 7.06, the Corporation shall
indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal (a
"Proceeding"), by reason of the fact that he is or was
a Director or Officer of the Corporation, or, while a
Director or Officer, is or was serving at the request
of the Corporation as an officer, director, partner,
joint venturer, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, against the obligation to pay a judgment,
settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection with such Proceeding,
but only if he conducted himself in good faith, and
reasonably believed: (1) with respect to conduct in
his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation
Code, as amended), that such conduct was in the best
interests of the Corporation; (2) with respect to all
other cases, only if that conduct was at least not
opposed to the best interests of the Corporation; or
(3) with respect to any criminal Proceeding, that he
had no reasonable cause to believe his conduct was
unlawful.  Notwithstanding the above, the
indemnification permitted hereunder in connection with
a Proceeding by or in the right of the Corporation is
limited to reasonable expenses (including attorneys'
fees) incurred in connection with a Proceeding in
which it is determined that such person has met the
standard of conduct required by this Section 7.06(a).

                   (b)  The termination of any
Proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth
in Section 7.06(a).

                   (c)  Notwithstanding the foregoing,
the Corporation shall not indemnify any Director or
Officer in connection with any Proceeding with respect
to conduct for which he was adjudged liable on the
basis that personal benefit was improperly received by
him.

                   (d)  If a Director or Officer has
been wholly successful, on the merits or otherwise, in
the defense of any Proceeding to which he was a party
because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him
in connection therewith.


	 (e)  Except as provided in paragraphs (d) and
(g) of this Section 7.06, and except as may be ordered
by a court, the Corporation shall not indemnify any
Director or Officer unless authorized hereunder and a
determination has been made that indemnification of
the Director or Officer is proper in the circumstances
because he has met the applicable standard of conduct
set forth in Section 7.06(a). Such determination shall
be made in accordance with Section 14-2-855 of the
Georgia Business Corporation Code, as amended.

                   (f)  Reasonable expenses (including
attorneys' fees) incurred by a Director or Officer who
is a party to a Proceeding shall be paid by the
Corporation in advance of the final disposition of
such Proceeding if the procedures set forth in Section
14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

                   (g)  The indemnification provided
by this Section 7.06 shall not be deemed exclusive of
any other right to which the persons indemnified
hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs,
executors or administrators of such persons.

                   (h)  The Corporation may purchase
and maintain insurance on behalf of any person who is
or was a Director or Officer of the Corporation, or
who, while a Director or Officer of the Corporation,
is or was serving at the request of the Corporation as
a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust,
employee benefit plan or other entity, against any
liability asserted against or incurred by him in any
such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to
indemnify or advance expenses to him against such
liability under the provisions of this Section 7.06.

                   (i)  If any expenses or other
amounts are paid by way of indemnification, otherwise
than by court order or by an insurance carrier
pursuant to insurance maintained by the Corporation,
the Corporation shall, not later than the next annual
meeting of the Shareholders, unless such meeting is
held within three (3) months from the date of such
payment, and, in any event, within fifteen (15) months
from the date of such payment, send by fast class mail
to its Shareholders of record at the time entitled to
vote for the election of Directors, a statement
specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the
litigation or threatened litigation.

              Section 7.07. Reimbursement from
Officers. Any payment made to an Officer of the
Corporation, such as salary, commission, bonus,
interest, rent or entertainment expense incurred by
him, which shall be disallowed in whole or in part as
a deductible expense by the Internal Revenue Service,
shall be reimbursed by such Officer to the Corporation
to the full extent of such disallowance, unless
otherwise approved by the Board of Directors. It shall
be the duty of the Board of Directors to enforce
payment of each such amount disallowed. In lieu of
payment by the Officer, subject to the determination
of the Board of Directors, proportionate amounts may
be withheld from his future compensation payments
until the amount owed to the Corporation has been
recovered.

	  Section 7.08. Reimbursement of Personal
Expenses. Each Officer and Director of the Corporation
shall be required from time to time to bear personally
incidental expenses related to his responsibilities as
an Officer and Director which expenses unless
specifically authorized shall not be subject to
reimbursement by the Company.

	          ARTICLE VIII. AMENDMENTS

              Section 8.01. Amendment. The Bylaws of
the Corporation may be altered or amended and new
Bylaws may be adopted by the Shareholders at any
annual or special meeting of the Shareholders or by
the Board of Directors at any regular or special
meeting of the Board of Directors; provided, however,
that if such action is to be taken at a meeting of the
Shareholders, notice of the general nature of the
proposed change in the Bylaws shall have been given in
the notice of the meeting.

	          ARTICLE IX. CONSTRUCTION

              Section 9.01. Construction. In the event
of any conflict between the terms of these Bylaws and
the terms of the Articles of Incorporation or any
agreement between and among the Shareholders, the
terms of the Articles of Incorporation and/or the
agreement between and among the Shareholders shall
control and govern.

              IN WITNESS WHEREOF, the undersigned
Secretary does hereby attest that the foregoing Bylaws
were adopted as the Bylaws of the Corporation by act
of the Board of Directors of the Corporation as of
October 1, 1998.



		      	/s/Robert Smelas
	            	Robert Smelas, Secretary

                                                      Exhibit B-51

                       AMENDED AND RESTATED

                     ARTICLES OF INCORPORATION

                                OF

                   PREMIER SERVICE SYSTEMS, INC.


                                1.

     The name of the Corporation is Premier Service Systems, Inc.

                                2.

     The text of the Amended and Restated Articles of
Incorporation of the Corporation is as follows:

     Article 1.     Name. The name of the Corporation is Premier
Service Systems, Inc.

     Article 2.     State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3.     Capital Stock. The total number of shares of
stock which the Corporation shall have authority to issue is not
more than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4.     Principal Office. The principal office of the
Corporation shall be located at The Denmead Building at Marietta
Station, 123 Church Street, Suite 210, Marietta, Georgia 30060.

     Article 5.     Director's Liability. No director shall have
any personal liability to the Corporation or to its shareholders
for monetary damages for breach of duty of care or other duty as a
director, by reason of any act or omission occurring on or
subsequent to the date when this provision becomes effective,
except that this provision shall not eliminate or limit the
liability of a director for (a) any appropriation, in violation of
his duties, of any business opportunity of the Corporation; (b)
acts or omissions which involve intentional misconduct or a
knowing violation of law; (c) liabilities of a director imposed by
Section 14-2-832 of the Code; or (d) any transaction from which
the director received an improper personal benefit.

     Article 6.     Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 7.     Action by Shareholders Without a Meeting. Any
action required or permitted by statute or by the Articles of
Incorporation or Bylaws of the Corporation to be taken at a
meeting of the shareholders of the Corporation may be taken
without a meeting if a written consent, setting forth the action
so taken, shall be signed by persons entitled to vote at a meeting
those shares having sufficient voting power to cast not less than
the minimum number (or numbers, in the case of voting by groups)
of votes that would be necessary to authorize or take such action
at a meeting at which all shareholders entitled to vote were
present and voted.

                                3.

     The Amended and Restated Articles of Incorporation of the
Corporation contain amendments to the Articles of Incorporation of
the Corporation requiring Shareholder approval.

                                4.

     The Amended and Restated Articles of Incorporation of the
Corporation were adopted and duly approved by the Board of
Directors and the Shareholders of the Corporation, in accordance
with the provisions of O.C.G.A. Section 14-2-1003, on April 10,
1997.

     IN WITNESS WHEREOF, the undersigned has executed these
Amended and Restated Articles of Incorporation this 23 day of
April, 1997.

                    /s/Robert S. Davis
                    Robert S. Davis, President
                    Premier Service Systems, Inc.

                                                      Exhibit B-52


                      ARTICLES OF DISSOLUTION
                                OF

                   PREMIER SERVICE SYSTEMS, INC.


                             ARTICLE I

     The name of the corporation is Premier Service Systems, Inc.
(the "Corporation")

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.

     IN WITNESS THEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                         PREMIER SERVICE SYSTEMS, INC.

                         /s/Frank M. Chamberlain
                         Frank M. Chamberlain,
                         Chief Executive Officer

Exhibit b-53



                  BYLAWS

                     OF

      PREMIER SERVICE SYSTEMS, INC.


                  ARTICLE I. OFFICES

              Section 1.01. Registered Office and
Agent. The Corporation shall have and continuously
maintain a registered office and registered agent in
accordance with the provisions of Section 14-2-501 of
the Georgia Business Corporation Code.

              Section 1.02. Other Offices. The
Corporation may have offices at such place or places
within or without the State of Georgia as the Board of
Directors may from time to time appoint or the business
of the Corporation may require or make desirable.

          ARTICLE II. SHAREHOLDERS MEETINGS

              Section 2.01. Place of Meetings. All
meetings of the Shareholders shall be held at such
place as may be fixed from time to time by the Board of
Directors. In the absence of a resolution adopted by
the Board of Directors fixing such place, all meetings
shall be held at the principal office of the
Corporation.

              Section 2.02. Annual meetings. An annual
meeting of the Shareholders shall be held on the last
business day of the fifth month following the close of
each fiscal year, or at such other time and date prior
thereto and following the close of the fiscal year as
shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such
other business as may properly be brought before the
meeting.

              Section 2.03. Special Meetings. Special
meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or the
Articles of Incorporation, may be called by the
Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or
the Secretary: (i) when so directed by the Board of
Directors, (ii) at the request in writing of any two
(2) or more Directors, delivered to such Officer, or
(iii) when the holders of at least twenty-five percent
(25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special
meeting sign, date and deliver to the Corporation one
or more written demands for the meeting. All such
written requests shall state the purpose or purposes of
the proposed meeting.

              Section 2.04. Notice of Meetings: Waiver
of Notice. Except as otherwise required by statute or
the Articles of Incorporation, written notice of each
meeting of the Shareholders, whether annual or special,
shall be served either personally or by mail, upon each
Shareholder of record entitled to vote at such meeting,
not less than 10 nor more than 60 days before such
meeting. If mailed, such notice shall be directed to a
Shareholder at his post office address last shown on
the records of the Corporation. Notice of any special
meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any
meeting of Shareholders shall not be required to be
given to any Shareholder who, in person or by his
attorney thereunto authorized, either before or after
such meeting, shall waive such notice by means of a
signed writing delivered to the Corporation. Attendance
of a Shareholder at a meeting, either in person or by
proxy, shall of itself constitute waiver of notice and
waiver of any and all objections to the place of the
meeting, the time of the meeting, the manner in which
it has been called or convened, or the consideration of
a particular matter that is not within the purpose or
purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of
stating, at the beginning of the meeting, any such
objection or objections to the transaction of business.


              Section 2.05. Quorum: Adjournment of
Meetings. The holders of a majority of the stock
issued, outstanding, and entitled to vote, present in
person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the
transaction of business, except as otherwise provided
by law, by the Articles of Incorporation, or by these
Bylaws. If, however, such majority shall not be present
or represented at any meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the
meeting from time to time. If the adjournment is not
for more tan 120 days, the adjourned meeting may be
held without notice other than an announcement at the
meeting. If the adjournment is for more than 120 days,
or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be
given to each Shareholder of record entitled to vote at
such meeting. At any such adjourned meeting at which a
quorum shall be present in person or by proxy, any
business may be transacted that might have been
transacted at the meeting as originally called.

              Section 2.06. Voting. At every meeting of
the Shareholders, including meetings of the
Shareholders for the election of Directors, any
Shareholder having the right to vote shall be entitled
to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless
said proxy provides for a longer period. Each
Shareholder shall have one vote for each share of stock
having voting power, registered in his name on the
books of the Corporation.  If a quorum exists, action
on a matter (other than the election of Directors) by
the Shareholders is approved if the votes cast favoring
the action exceed the votes cast opposing the action,
unless the Articles of Incorporation, these Bylaws, or
the Georgia Business Corporation Code requires a
greater number of affirmative votes. Unless otherwise
provided in the Articles of Incorporation, Directors
are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at
which a quorum is present, and the vote for the
election of Directors shall be by written ballot.

              Section 2.07. Conduct of Meetings. The
Chairman of the Board of Directors, or in his absence
the President, or in their absence a person appointed
by the Board of Directors, shall preside at meetings of
the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the
presiding Officer, shall act as Secretary for meetings
of the Shareholders.

              Section 2.08. Written Consents. Any
action required or permitted to be taken at a meeting
of the Shareholders of the Corporation may be taken
without a meeting if written consent, setting forth the
action so taken, shall be signed by persons who would
be entitled to vote at a meeting those shares having
voting power to cast not less than the minimum number
(or numbers, in the case of voting by classes) of votes
that would be necessary to authorize or take such
action at a meeting at which all shares entitled to
vote were present and voted. The rights set forth
herein shall be governed by and subject to the
provisions of O.C.G.A. Section 14-2-704.

              Section 2.09. Inspectors of Election. All
votes by ballot at any meeting of Shareholders shall be
conducted by such number of inspectors of election as
are appointed for that purpose by either the Board of
Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the
qualifications of voters, count the votes and declare
the results.

              Section 2.10. Record Date. The Board of
Directors, in order to determine the Shareholders
entitled to notice of or to vote at any meeting of
Shareholders or any adjournment thereof, or entitled to
express consent to corporate action in writing without
a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or for
the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than
seventy (70) days before the date of such meeting, nor
more than seventy (70) days prior to any other action,
and in such case only such Shareholders as shall be
Shareholders of record on the date so fixed, and that
are otherwise entitled to vote, shall be entitled to
such notice of or to vote at such meeting or any
adjournment thereof, or to express consent to such
corporate action in writing without a meeting, or to
receive payment of any such dividend or other
distribution or allotment of any rights, or to exercise
any such rights in respect of stock or to take any such
other lawful action, as the case may be,
notwithstanding any transfer of any stock on the books
of the Corporation after any such record date is fixed
as aforesaid.

           ARTICLE III. BOARD OF DIRECTORS


     Section 3.01. Authority. Except as may be
otherwise provided by any legal agreement among
Shareholders, the property and business of the
Corporation shall be managed by its Board of Directors.
In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may
exercise all powers of the Corporation and do all such
lawful acts and things as are not by law, by any legal
agreement among Shareholders, by the Articles of
Incorporation, or by these Bylaws directed or required
to be exercised or done by the Shareholders.


         Section 3.02. Number and Term. The Board of
Directors shall consist of that number of members to be
fixed by resolution or agreement of the Shareholders
from time to time. Each Director (whether elected at an
annual meeting of Shareholders or otherwise) shall hold
office until the annual meeting of Shareholders held
next after his election, and until a successor shall be
elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal.
Directors need not be Shareholders.

              Section 3.03. Vacancies. A vacancy on the
Board of Directors shall exist upon the death,
resignation, removal, or incapacity to serve of any
Director; upon the increase in the number of authorized
Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The
remaining Directors shall continue to act, and such
vacancies may be filled by a majority vote of the
remaining Directors then in office, though less than a
quorum, and, if not filled by prior action of the
Directors, may be filled by the Shareholders at any
meeting held during the existence of such vacancy.

              Section 3.04. Place of Meetings. The
Board of Directors may hold its meetings at such place
or places within or without the State of Georgia as it
may from time to time determine.

              Section 3.05. Compensation of Directors.
Directors may be allowed such compensation for
attendance at regular or special meetings of the Board
of Directors and of any special or standing committees
thereof as may be from time to time determined by
resolution of the Board of Directors.

              Section 3.06. Resignation. Any Director
may resign by giving written notice to the Board of
Directors. The resignation shall be effective on
receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event
the resignation shall be effective upon the election
and qualification of a successor. If the resignation is
effective at a future time, a successor may be elected
before that time to take office when the resignation
becomes effective.

              Section 3.07. Removal. The Shareholders
may declare the position of a Director vacant, and may
remove such Director for cause at a special meeting of
the Shareholders called for such purpose, on the
occurrence of any of the following events: the Director
has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the
Director has failed to attend any meeting of the Board
for at least a year and a half; or the Director has
been presented with one or more written charges, has
been given at least ten (10) day's notice of a hearing
at which he may have legal counsel present, and has
been given the opportunity for such a hearing at a
meeting of the Shareholders. The Shareholders may also
declare the position of a Director vacant, and may
remove such Director without cause, by a vote of two-
thirds of the votes cast by the shares entitled to vote
at a meeting at which a quorum is present.

              Section 3.08. Initial Meeting. Each newly
elected Board of Directors shall meet (i) at the place
and time which shall have been determined, in
accordance with the provisions of these  Bylaws, for
the holding of the regular meeting of the Board of
Directors scheduled to be held first following the
annual meeting of the Shareholders at which the newly
elected Board of Directors shall have been elected, or
(ii) if no place and time shall have been fixed for the
holding of such meeting of the Board of Directors, then
immediately following the close of such annual meeting
of Shareholders and at the place thereof, or (iii) at
such time and place as shall be fixed by the written
consent of all the Directors of such newly elected
Board of Directors. In any event no notice of such
meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

              Section 3.09. Regular Meetings. Regular
meetings of the Board of Directors may be held at such
time and place within or without the State of Georgia
as shall from time to time be determined by the Board
of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be
required in order legally to constitute such regular
meeting.

              Section 3.10. Special Meetings. Special
meetings of the Board of Directors may be called by the
Chairman of the Board of Directors or the President and
shall be called by the Chairman of the Board, the
President or the Secretary on the written request of
any two (2) or more Directors delivered to such Officer
of the Corporation. The Secretary shall give notice of
all meetings of the Board of Directors by mailing the
notice at least two (2) days before each meeting or by
personal delivery or telephoning the Directors not
later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and
place within or without the State of Georgia as shall
be stated in the notice of meeting. No notice of any
special meeting of the Board of Directors need state
the purposes thereof.

              Section 3.11. Waiver of Notice. A
Director may waive any notice required by this Article
III before or after the date and time stated in the
notice. Except as provided below, the waiver must be in
writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the
minutes or filing with the 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 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 3.12. Quorum: Voting. At all
meetings of the Board of Directors, the presence of a
majority of the authorized number of Directors shall be
necessary and sufficient to constitute a quorum for the
transaction of business. The act of a majority of the
Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by
law, by the Articles of Incorporation or by these
Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the
meeting from time to time until a quorum is reached.
Notice of any adjourned meeting need only be given by
announcement at the meeting at which the adjournment is
taken.


              Section 3.13. Telephonic Participation.
Directors may participate in meetings of the Board of
Directors through use of conference telephone or
similar communications equipment, provided all
Directors participating in the meeting can hear one
another. Such participation shall constitute personal
presence at the meeting, and consequently shall be
counted toward the required quorum and in any vote.

              Section 3.14. Conduct of Meetings. The
Chairman of the Board of Directors, or in his absence
the President, and in their absence the Vice President,
if any, named by the Board of Directors, shall preside
at meetings of the Board of Directors. The Secretary of
the Corporation, or in the Secretary's absence any
person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

              Section 3.15. Action by Written Consent.
Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if, prior to
such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case
may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee.

                ARTICLE IV. COMMITTEES

              Section 4.01. Executive Committee. The
Board of Directors may by resolution adopted by a
majority of the entire Board, designate an Executive
Committee of one (1) or more Directors.  Each member of
the Executive Committee shall hold office until the
first meeting of the Board of Directors after the
annual meeting of the Shareholders next following his
election and until his successor member of the
Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a
Director.

              Section 4.02. Executive Committee -
Powers. During the intervals between the meetings of
the Board of Directors, the Executive Committee may
exercise all the powers of the Board of Directors in
the management of the business affairs of the
Corporation, including all powers specifically granted
to the Board of Directors by these Bylaws or by the
Articles of Incorporation, and may authorize the seal
of the Corporation to be affixed to all papers which
may require it; provided, however, that the Executive
Committee shall not have the power to amend or repeal
any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by
the Executive Committee, and the Executive Committee
shall not have the authority of the Board of Directors
in reference to (1) amending the Articles of
Incorporation; (2) adopting, amending or approving a
plan of merger or share exchange; (3) adopting,
amending or repealing the Bylaws of the Corporation;
(4) the filling of vacancies on the Board of Directors
or on any committee; (5) approving or proposing to
Shareholders action that the Georgia Business
Corporation Code requires to be approved by
Shareholders; (6) the sale, lease, exchange or other
disposition of all or substantially all the property or
assets of the Corporation; (7) the removal of any or
all of the Officers of the Corporation; or (8) a
voluntary dissolution of the Corporation or a
revocation of any such voluntary dissolution.

          Section 4.03. Executive Committee - Meetings.
The Executive Committee shall meet from time to time on
call of the Chairman of the Board of Directors, the
President, or of any one (1) or more members of the
Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within
or without the State of Georgia, as the Executive
Committee shall determine or as may be specified or
fixed in the respective notices of such meetings. The
Executive Committee may fix its own rules of procedure,
including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report
these proceedings to the Board of Directors at the
meeting thereof held next after such meeting of the
Executive Committee. All such proceedings shall be
subject to revision or alteration by the Board of
Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such
proceedings prior to any such revision or alteration.
The Executive Committee shall act by majority vote of
its members.

              Section 4.04. Executive Committee -
Alternate Members. The Board of Directors, by
resolution adopted in accordance with Section 4.01, may
designate one (1) or more Directors as alternate
members of any such committee, who may act in the place
and stead of any absent member or members at any
meeting of such committee.

              Section 4.05. Other Committees. The Board
of Directors, by resolution adopted by a majority of
the entire Board, may designate one (1) or more other
committees, each committee to consist of one (1) or
more of the Directors of the Corporation, which shall
have such name or names and shall have and may exercise
such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except
the powers denied to the Executive Committee, as may be
determined from time to time by the Board of Directors.

              Section 4.06. Removal of Committee
Members. The Board of Directors shall have power at any
time to remove any or all of the members of any
committee, with or without cause, to fill vacancies in
and to dissolve any such committee.

                 ARTICLE V. OFFICERS

              Section 5.01. Election of Officers. The
Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall elect a President
and may elect such other of the following Officers: a
Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive
Vice President), a Secretary, a Treasurer and a
Controller. The Board of Directors at any time and from
time to time may appoint such other Officers as it
shall deem necessary, including one or more Assistant
Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their
offices for such terms as shall be determined by the
Board of Directors, and shall exercise such powers and
perform such duties as shall be determined from time to
time by the Board of Directors or the Chairman of the
Board.

              Section 5.02. Compensation. The salaries
of the Officers of the Corporation shall be fixed by
the Board of Directors, except that the Board of
Directors may delegate to any Officer or Officers the
power to fix the compensation of any Officer appointed
in accordance with the second sentence of Section 5.01
of these Bylaws.

              Section 5.03. Term. Removal. Resignation.
Each Officer of the Corporation shall hold office until
the first meeting of the Board of Directors after the
annual meeting of Shareholders following the officer's
election and until his successor is chosen or until his
earlier resignation, death, removal or termination of
his office. Any Officer may be removed with or without
cause by a majority vote of the Board of Directors
whenever in its judgment the best interests of the
Corporation would be served thereby. Any Officer may
resign by giving written notice to the Board of
Directors. The resignation shall be effective upon
receipt, or at such time as may be specified in such
notice.

              Section 5.04. Chairman of the Board. The
Chairman of the Board of Directors, when one is
elected, may be declared by the Board to be the Chief
Executive Officer of the Corporation and, if so, shall
have general and active management of the business of
the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into
effect. He shall be ex officio a member of all standing
committees, unless otherwise provided in the resolution
appointing the same. The Chairman of the Board shall
call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to  order and
shall act as chairman of such meetings.

              Section 5.05. President. When no Chairman
of the Board has been elected, or if a Chairman has
been elected and not declared to be the Chief Executive
Officer, or in the event of the death or disability of
the Chairman of the Board or at his request, the
President shall have all of the powers and perform the
duties of the Chairman of the Board. The President
shall also have such powers and perform such duties as
are specifically imposed upon him by law and as may be
assigned to him by the Board of Directors or the
Chairman of the Board. The President shall be ex
officio a member of all standing committees, unless
otherwise provided in the resolution appointing such
committees. In the absence of a Chairman of the Board
serving as Chief Executive Officer, the President shall
call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and
shall act as chairman of such meetings. If no other
Officers are elected, the President shall also have all
of the powers and perform the duties of Secretary and
Treasurer.

              Section 5.06. Vice Presidents. The Vice
Presidents shall perform such duties as are generally
performed by vice presidents. The Vice Presidents shall
perform such other duties and exercise such other
powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The
Assistant Vice Presidents shall have such powers, and
shall perform such duties, as may be prescribed from
time to time by the Board of Directors, the Chairman of
the Board, or the President.


              Section 5.07. Secretary. The Secretary
shall attend all meetings of the Board of Directors and
all meetings of the Shareholders, shall record all
votes and the minutes of all proceedings in books to be
kept for that purpose, and shall perform like duties
for the standing committees when required. He shall
give, or cause to be given, any notices required to be
given of any meetings of the Shareholders and of the
Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the
Chairman of the Board of Directors, or the President.
The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at
the Secretary's request, perform the duties and
exercise the powers and authority herein granted to the
Secretary.

              Section 5.08. Treasurer. The Treasurer
shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies
or other valuable effects in such banks, trust
companies, or other depositories as shall from time to
time be selected by the Board of Directors.  He shall
render to the Chairman of the Board of Directors, the
President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the
duties incident to the office of treasurer of a
corporation, and such other duties as may be assigned
to him by the Board of Directors, the Chairman of the
Board, or the President.

              Section 5.09. Controller. The Board of
Directors may elect a Controller who shall keep or
cause to be kept in the books of the Corporation
provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to
the Chairman of the Board of Directors or President
such financial statements and schedules as may be
required to keep such Officer currently informed of the
operations and financial condition of the Corporation,
and shall perform such other duties as may be assigned
by the Board of Directors, the Chairman of the Board of
Directors or the President.

              Section 5.10. Vacancy in Office. In case
of the absence of any Officer of the Corporation, or
for any other reason that the Board of Directors may
deem sufficient, the Board of Directors may delegate,
for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any
Director.

              ARTICLE VI. CAPITAL STOCK

              Section 6.01. Share Certificates. The
interest of each Shareholder shall be evidenced by a
certificate or certificates representing shares of
stock of the Corporation which shall be in such form as
the Board of Directors may from time to time adopt. The
certificates shall be consecutively numbered, and the
issuance of shares shall be duly recorded in the books
of the Corporation as they are issued. Each certificate
shall indicate the holder's name, the number of shares,
the class of shares and series, if any, represented
thereby, a statement that the Corporation is organized
under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are
without par value. Each certificate shall be signed by
the Chairman of the Board, the President, or a Vice
President, and may (but need not) be signed by
Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, if such officer or officers have been
elected or appointed by the Corporation; provided,
however, that if such certificate is signed by a
transfer agent, or by a transfer clerk acting on behalf
of the Corporation, and a registrar, the signature of
any such Officer may be a facsimile. In the event that
any Officer who has signed, or whose facsimile
signature has been used on, any such certificate, shall
cease to be an Officer of the Corporation, whether
because of death, resignation, or otherwise, prior to
the delivery of such certificate by the Corporation,
such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have
been used thereon had not ceased to be such Officer.

              Section 6.02. Shareholder Records. The
Secretary shall keep a record of the Shareholders of
the Corporation which readily indicates in alphabetical
order or by alphabetical index, and by classes of
stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of
shares held by such Shareholders. Said record shall be
presented at all meetings of the Shareholders.

              Section 6.03. Stock Transfer Books.
Transfers of stock shall be made on the books of the
Corporation only by the person named in the
certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate
therefor, or in the case of a certificate alleged to
have been lost, stolen or destroyed, upon compliance
with the provisions of Section 6.06 of these Bylaws.

              Section 6.04. Shareholder Rights. The
Corporation shall be entitled to treat the record
holder of any share of stock of the Corporation as the
person entitled to vote such share (if such share
represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for
all other purposes and accordingly shall not be bound
to recognize any equitable or other claim to or
interest in such share on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

              Section 6.05. Transfer Agent. The Board
of Directors may appoint one or more transfer agents
and one or more registrars and may require each stock
certificate to bear the signature or signatures of a
transfer agent or a registrar or both.

              Section 6.06. Replacement Certificates.
Any person claiming a certificate of stock to be lost,
stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of
Directors may require and shall, if the Directors so
require, give the Corporation a bond of indemnity. Such
bond shall be in form and amount satisfactory to the
Board of Directors, and shall be with one or more
sureties, whereupon an appropriate new certificate may
be issued in lieu of the one alleged to have been lost,
stolen or destroyed.



              ARTICLE VII. MISCELLANEOUS

              Section 7.01. Inspection of Books. The
Board of Directors shall have power to determine which
accounts and books of the Corporation, if any, shall be
open to the inspection of Shareholders, except with
respect to such accounts, books and records as may by
law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable
rules and regulations not in conflict with the
applicable laws, if any, for the inspection of records,
accounts, and books which by law or by determination of
the Board of Directors shall be open to inspection, and
the Shareholders' rights in this respect are and shall
be restricted and limited accordingly.

              Section 7.02. Fiscal Year. The fiscal
year of the Corporation shall be fixed from time to
time by resolution of the Board of Directors.

              Section 7.03. Seal. The corporate seal
shall be in such form as the Board of Directors may
from time to time determine. In the event it is
inconvenient to use such seal at any time, the
signature of the Corporation followed by the word
"SEAL" or "CORPORATE SEAL" enclosed in parenthesis or
scroll, shall be deemed to be the seal of the
Corporation.

              Section 7.04. Annual Statements. Not
later than four (4) months after the close of each
fiscal year, and in any case prior to the next annual
meeting of Shareholders, the Corporation shall prepare:

              (1) a balance sheet showing in reasonable
detail the financial condition of the Corporation as of
the close of its fiscal year, and

              (2) a profit and loss statement showing
the results of its operation during its fiscal year.

         Upon written request, the Corporation promptly
shall mail to any Shareholder of record a copy of the
most recent such balance sheet and profit and loss
statement.

              Section 7.05. Appointment of Agents. The
Chairman of the Board of Directors and the President
shall be authorized and empowered in the name of and as
the act and deed of the Corporation to name and appoint
general and special agents, representatives and
attorneys to represent the Corporation in the United
States or in any foreign country or countries; to name
and appoint attorneys and proxies to vote any shares of
stock in any other corporation at any time owned or
held of record by the Corporation; to prescribe, limit
and define the powers and duties of such agents,
representatives, attorneys and proxies; and to make
substitution, revocation, or cancellation in whole or
in part of any power or authority conferred on any such
agent, representative, attorney or proxy. All powers of
attorney or other instruments under which such agents,
representatives, attorneys or proxies shall be so named
and appointed shall be signed and executed by the
Chairman of the Board of Directors or the President.
Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized
by the instrument appointing him, may substitute or
delegate his powers in whole or in part and revoke and
cancel such substitutions or delegations. No special
authorization by the Board of Directors shall be
necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete
authority to the Officers above designated to do all
the acts and things as they deem necessary or
incidental thereto or in connection therewith.

              Section 7.06. Indemnification.

                   (a)  Under the circumstances
prescribed in this Section 7.06, the Corporation shall
indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal (a
"Proceeding"), by reason of the fact that he is or was
a Director or Officer of the Corporation, or, while a
Director or Officer, is or was serving at the request
of the Corporation as an officer, director, partner,
joint venturer, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, against the obligation to pay a judgment,
settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection with such Proceeding, but
only if he conducted himself in good faith, and
reasonably believed: (1) with respect to conduct in his
"official capacity" (as that term is defined in Section
14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests
of the Corporation; (2) with respect to all other
cases, only if that conduct was at least not opposed to
the best interests of the Corporation; or (3) with
respect to any criminal Proceeding, that he had no
reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification
permitted hereunder in connection with a Proceeding by
or in the right of the Corporation is limited to
reasonable expenses (including attorneys' fees)
incurred in connection with a Proceeding in which it is
determined that such person has met the standard of
conduct required by this Section 7.06(a).

                   (b)  The termination of any
Proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the
person did not meet the standard of conduct set forth
in Section 7.06(a).

                   (c)  Notwithstanding the foregoing,
the Corporation shall not indemnify any Director or
Officer in connection with any Proceeding with respect
to conduct for which he was adjudged liable on the
basis that personal benefit was improperly received by
him.

                   (d)  If a Director or Officer has
been wholly successful, on the merits or otherwise, in
the defense of any Proceeding to which he was a party
because he is or was a Director or Officer, the
Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in
connection therewith.

                  (e)  Except as provided in paragraphs
(d) and (g) of this Section 7.06, and except as may be
ordered by a court, the Corporation shall not indemnify
any Director or Officer unless authorized hereunder and
a determination has been made that indemnification of
the Director or Officer is proper in the circumstances
because he has met the applicable standard of conduct
set forth in Section 7.06(a). Such determination shall
be made in accordance with Section 14-2-855 of the
Georgia Business Corporation Code, as amended.

                   (f)  Reasonable expenses (including
attorneys' fees) incurred by a Director or Officer who
is a party to a Proceeding shall be paid by the
Corporation in advance of the final disposition of such
Proceeding if the procedures set forth in Section 14-2-
853 of the Georgia Business Corporation Code, as
amended, are complied with.

                   (g)  The indemnification provided by
this Section 7.06 shall not be deemed exclusive of any
other right to which the persons indemnified hereunder
shall be entitled under law or under contract, and
shall inure to the benefit of the heirs, executors or
administrators of such persons.

                   (h)  The Corporation may purchase
and maintain insurance on behalf of any person who is
or was a Director or Officer of the Corporation, or
who, while a Director or Officer of the Corporation, is
or was serving at the request of the Corporation as a
director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust,
employee benefit plan or other entity, against any
liability asserted against or incurred by him in any
such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to
indemnify or advance expenses to him against such
liability under the provisions of this Section 7.06.

                   (i)  If any expenses or other
amounts are paid by way of indemnification, otherwise
than by court order or by an insurance carrier pursuant
to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual
meeting of the Shareholders, unless such meeting is
held within three (3) months from the date of such
payment, and, in any event, within fifteen (15) months
from the date of such payment, send by first class mail
to its Shareholders of record at the time entitled to
vote for the election of Directors, a statement
specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the
litigation or threatened litigation.

              Section 7.07. Reimbursement from
Officers. Any payment made to an Officer of the
Corporation, such as salary, commission, bonus,
interest, rent or entertainment expense incurred by
him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service,
shall be reimbursed by such Officer to the Corporation
to the full extent of such disallowance, unless
otherwise approved by the Board of Directors. It shall
be the duty of the Board of Directors to enforce
payment of each such amount disallowed. In lieu of
payment by the Officer, subject to the determination of
the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until
the amount owed to the Corporation has been recovered.

       Section 7.08. Reimbursement of Personal
Expenses. Each Officer and Director of the Corporation
shall be required from time to time to bear personally
incidental expenses related to his responsibilities as
an Officer and Director which expenses unless
specifically authorized shall not be subject to
reimbursement by the Company.

               ARTICLE VIII. AMENDMENTS

              Section 8.01. Amendment. The Bylaws of
the Corporation may be altered or amended and new
Bylaws may be adopted by the Shareholders at any annual
or special meeting of the Shareholders or by the Board
of Directors at any regular or special meeting of the
Board of Directors; provided, however, that if such
action is to be taken at a meeting of the Shareholders,
notice of the general nature of the proposed change in
the Bylaws shall have been given in the notice of the
meeting.

               ARTICLE IX. CONSTRUCTION

              Section 9.01. Construction. In the event
of any conflict between the terms of these Bylaws and
the terms of the Articles of Incorporation or any
agreement between and among the Shareholders, the terms
of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and
govern.

              IN WITNESS WHEREOF, the undersigned
Secretary does hereby attest that the foregoing Bylaws
were adopted as the Bylaws of the Corporation by act of
the Board of Directors of the Corporation as of August
27, 1996.



               /s/Marola C. Robison
               Marola C. Robison, Secretary

                                                      Exhibit B-54

                     ARTICLES OF INCORPORATION

                                OF

                   RSA SERVICES OF FLORIDA, INC.


     Article 1. Name. The name of the Corporation is RSA Services
of Florida, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability, No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

               /s/David A. Flanigan, Jr.
               David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-55

                      ARTICLES OF DISSOLUTION

                                OF

                   RSA SERVICES OF FLORIDA, INC.


                             ARTICLE I

     The name of the corporation is RSA Services of Florida, Inc.
(the "Corporation").

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.

     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                         RSA SERVICES OF FLORIDA, INC.

                         /s/Frank M. Chamberlain
                         Frank M. Chamberlain,
                         Chief Executive Officer

                                                      Exhibit B-56


                     ARTICLES OF INCORPORATION

                                OF

                   R. S. ANDREWS OF DESOTO, INC.


     Article I. Name. The name of the Corporation is R.S. Andrews
of DeSoto, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees),judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be  involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                    /s/David A. Flanigan
                    David A. Flanigan, Incorporator

                                                      Exhibit B-57


                      ARTICLES OF DISSOLUTION

                                OF

                   R. S. ANDREWS OF DESOTO, INC.

                             ARTICLE I

     The name of the corporation is R. S. Andrews of Desoto, Inc.
(the "Corporation")

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.

     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                         /s/Frank M. Chamberlain
                         Frank M. Chamberlain,
                         Chief Executive Officer

Exhibit b-58
                  ARTICLES OF INCORPORATION

                             OF

               R. S. ANDREWS OF FLORIDA, INC.


        Article I. Name. The name of the Corporation is R.
S. Andrews of Florida, Inc.

        Article 2. State of Organization. The
Corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code (the "Code").

        Article 3. Capital Stock. The total number of
shares of stock which the Corporation shall have authority
to issue is not more than 10,000 shares of capital stock,
all of which shall be designated "Common Stock." The shares
of Common Stock shall have unlimited voting rights and shall
be entitled to receive all of the net assets of the
Corporation upon liquidation or dissolution.

        Article 4. Registered Office and Registered
Agent. The initial registered office of the Corporation
shall be at Chorey, Taylor & Feil, A Professional
Corporation, 3399 Peachtree Road, N.E., Suite 1700, The
Lenox Building, Atlanta, Fulton County, Georgia 30326. The
initial registered agent of the Corporation at such address
shall be David A. Flanigan, Jr.

        Article 5. Principal Office. The initial
principal office of the Corporation shall be at 3510 Dekalb
Technology Parkway, Atlanta, Georgia 30340.

        Article 6. Initial Directors. The initial Board
of Directors shall consist of one (1) member.

        Article 7. Director's Liability. No director
shall have any liability to the Corporation or to its
shareholders for monetary damages for any action taken, or
for any failure to take any action, as a director, occurring
on or subsequent to the date when this provision becomes
effective, except that this provision shall not eliminate or
limit the liability of a director for (a) any appropriation,
in violation of his duties, of any business opportunity of
the Corporation; (b) acts or omissions which involve
intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the
Code; or (d) any transaction from which the director
received an improper personal benefit.

        Article 8. Indemnification. Each person who is
or was a director or officer of the Corporation, and each
person who is or was a director or officer of the
Corporation who at the request of the Corporation is serving
or has served as an officer, director, partner, joint
venturer, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement
which are allowed to be paid or reimbursed by the
Corporation under the laws of the State of Georgia and which
are actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, in
which such person may be involved by reason of his being or
having been a director or officer of this Corporation or of
such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the
Corporation to the fullest extent authorized by the Code, as
the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader rights
than said statute permitted the Corporation to provide prior
thereto).
        Article 9. Incorporator. The name and the address of
the Incorporator is David A. Flanigan, Jr., Chorey, Taylor &
Feil, A Professional Corporation, 3399 Peachtree Road, N.E.,
Suite 1700, The Lenox Building, Atlanta, Georgia 30326.
           IN WITNESS WHEREOF, the undersigned has
executed these Articles of Incorporation.


                    /s/ David A. Flanigan
               David A. Flanigan, Jr., Incorporator

Exhibit b-59

              ARTICLES OF INCORPORATION

                          OF

           R. S. ANDREWS OF GRAPEVINE, INC.


       Article I. Name. The name of the Corporation is
R. S. Andrews of Grapevine, Inc.

       Article 2. State of Organization. The
Corporation is organized pursuant to the provisions of
the Georgia Business Corporation Code (the "Code").

       Article 3. Capital Stock. The total number of
shares of stock which the Corporation shall have
authority to issue is not more than 10,000 shares of
capital stock, all of which shall be designated "Common
Stock." The shares of Common Stock shall have unlimited
voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or
dissolution.

       Article 4. Registered Office and Registered
Agent. The initial registered office of the Corporation
shall be at Chorey, Taylor & Feil, A Professional
Corporation, 3399 Peachtree Road, N.E., Suite 1700, The
Lenox Building, Atlanta, Fulton County, Georgia 30326.
The initial registered agent of the Corporation at such
address shall be David A. Flanigan, Jr.

       Article 5. Principal Office. The initial
principal office of the Corporation shall be at 3510
Dekalb Technology Parkway, Atlanta, Georgia 30340.

       Article 6. Initial Directors. The initial Board
of Directors shall consist of one (1) member.

       Article 7. Director's Liability. No director
shall have any liability to the Corporation or to its
shareholders for monetary damages for any action taken,
or for any failure to take any action, as a director,
occurring on or subsequent to the date when this
provision becomes effective, except that this provision
shall not eliminate or limit the liability of a
director for (a) any appropriation, in violation of his
duties, of any business opportunity of the Corporation;
(b) acts or omissions which involve intentional
misconduct or a knowing violation of law; (c) the types
of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received
an improper personal benefit.

       Article 8. Indemnification. Each person who is
or was a director or officer of the Corporation, and
each person who is or was a director or officer of the
Corporation who at the request of the Corporation is
serving or has served as an officer, director, partner,
joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be
indemnified by the Corporation against those expenses
(including attorneys' fees), judgments, fines,
penalties and amounts paid in settlement which are
allowed to be paid or reimbursed by the Corporation
under the laws of the State of Georgia and which are
actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by
reason of his being or having been a director or
officer of this Corporation or of such other
enterprises. Notwithstanding anything contained herein
to the contrary, this Article is intended to provide
indemnification to each director and officer of the
Corporation to the fullest extent authorized by the
Code, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the
Corporation to provide prior thereto).

       Article 9. Incorporator. The name and the
address of the Incorporator is David A. Flanigan, Jr.,
Chorey, Taylor & Feil, A Professional Corporation, 3399
Peachtree Road, N.E., Suite 1700, The Lenox Building,
Atlanta, Georgia 30326.

              IN WITNESS WHEREOF, the undersigned has
executed these Articles of Incorporation.

                    /s/David A. Flanigan, Jr.
                    David A. Flanigan,Jr., Incorporator

Exhibit B-60
              ARTICLES OF DISSOLUTION

                         OF

           R S. ANDREWS OF GRAPEVINE, INC.

                      ARTICLE I

              The name of the corporation is R. S.
Andrews of Grapevine, Inc. (the "Corporation")

                      ARTICLE II

              A notice of Intent to Dissolve the
Corporation was filed with the Secretary of State of
Georgia on December 31, 2001. The Notice of Intent to
Dissolve has not been revoked.
                     ARTICLE III

              All known debts, liabilities and
obligations of the Corporation have been paid and
discharged or adequate provision has been made
therefore.

                      ARTICLE IV

              All remaining property and assets of the
Corporation have been distributed to its shareholders
or adequate provision has been made therefore or such
property and assets have been deposited with the
Department of Administrative Services as provided in
Section 14-2-1440 of the Georgia Business Corporation
Code.

                      ARTICLE V

              There are no actions pending against the
Corporation in any court or adequate provision has been
made for the satisfaction of any judgment, order or
decree which may be entered against the Corporation in
any pending action.


              IN WITNESS WHEREOF, the undersigned
authorized officer has executed these Articles of
Dissolution this 31 day of December, 2001.

          R. S. ANDREWS OF GRAPEVINE,INC.


          /s/Frank M. Chamberlain
          Frank M. Chamberlain, Chief Executive
          Officer

Exhibit b-61


              ARTICLES OF INCORPORATION

           OF

     R.S. ANDREWS HOME WARRANTY OF FLORIDA, INC.



         Article I. Name. The name of the Corporation
is R.S. Andrews Home Warranty of Florida, Inc.

         Article 2. State of Organization. The
Corporation is organized pursuant to the provisions of
the Georgia Business Corporation Code (the "Code").

         Article_3. Capital Stock. The total number of
shares of stock which the Corporation shall have
authority to issue is not more than 10,000 shares of
capital stock, all of which shall be designated "Common
Stock." The shares of common Stock shall have unlimited
voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or
dissolution.

         Article 4. Registered Office and Registered
Agent. The initial registered office of the Corporation
shall be at R.S. Andrews Enterprises, Inc., 3510 DeKalb
Technology Parkway, Atlanta, DeKalb County, Georgia
30340. The initial registered agent of the Corporation
at such address shall be James A. Tramonte.

         Article 5. Principal Office. The initial
principal office of the Corporation shall be at 3510
DeKalb Technology Parkway, Atlanta, Georgia 30340.

         Article 6. Initial Directors. The initial
Board of Directors shall consist of one (1) member.

         Article 7. Director's Liability. No director
shall have any liability to the Corporation or to its
shareholders for monetary damages for any action taken,
or for any failure to take any action, as a director,
occurring on or subsequent to the date when this
provision becomes effective, except that this provision
shall not eliminate or limit the liability of a
director for (a) any appropriation, in violation of his
duties, of any business opportunity of the Corporation;
(b) acts or omissions which involve intentional
misconduct or a knowing violation of law; (c) the types
of liability set forth in Section 14-2-282 of the Code;
or (d) any transaction from which the director received
an improper personal benefit.

         Article 8. Indemnification. Each person who is
or was a director or officer of the Corporation, and
each person who is or was a director or officer of the
Corporation who at the request of the Corporation is
serving or has served as an officer, director, partner,
joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be
indemnified by the Corporation against those expenses
(including attorneys' fees), judgments, fines,
penalties and amounts paid in settlement which are
allowed to be paid or reimbursed by the Corporation
under the laws of the State of Georgia and which are
actually and reasonable incurred in connection with any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by
reason of his being or having been a director or
officer of this Corporation or of such other
enterprises. Notwithstanding anything contained herein
to the contrary, this Article is intended to provide
indemnification to each director and officer of the
Corporation to the fullest extent authorized by the
Code, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the
Corporation to provide prior thereto).

         Article 9. Incorporator. The name and the
address of the Incorporator is James A. Tramonte, R.S.
Andrews Enterprises, Inc., 3510 DeKalb Technology
Parkway, Atlanta, Georgia 30340.


      IN WITNESS WHEREOF, the undersigned has executed
these Articles of Incorporation.






          /s/James A. Tramonte
          James A. Tramonte, Incorporator

Exhibit b-62



              ARTICLES OF DISSOLUTION

                        OF

     R. S. ANDREWS HOME WARRANTY OF FLORIDA, INC.

                      ARTICLE I

              The name of the corporation is R. S.
Andrews Home Warranty of Florida, Inc. (the
"Corporation")

                      ARTICLE II

              A notice of Intent to Dissolve the
Corporation was filed with the Secretary of State of
Georgia on December 31, 2001. The Notice of Intent to
Dissolve has not been revoked.

                     ARTICLE III

              All known debts, liabilities and
obligations of the Corporation have been paid and
discharged or adequate provision has been made
therefore.
                      ARTICLE IV

              All remaining property and assets of the
Corporation have been distributed to its shareholders
or adequate provision has been made therefore or such
property and assets have been deposited with the
Department of Administrative Services as provided in
Section 14-2-1440 of the Georgia Business Corporation
Code.

                      ARTICLE V

              There are no actions pending against the
Corporation in any court or adequate provision has been
made for the satisfaction of any judgment, order or
decree which may be entered against the Corporation in
any pending action.


              IN WITNESS WHEREOF, the undersigned
authorized officer has executed these Articles of
Dissolution this 31 day of December, 2001.

         R. S. ANDREWS HOME WARRANTY OF FLORIDA, INC.


          /s/Frank M. Chamberlain
          Frank M. Chamberlain, Chief Executive
          Officer

Exhibit b-63



              ARTICLES OF INCORPORATION

                         OF

      R.S. ANDREWS HOME WARRANTY OF TEXAS, INC.



              Article I. Name. The name of the
Corporation is R.S. Andrews Home Warranty of Texas,
Inc.

              Article 2. State of Organization. The
Corporation is organized pursuant to the provisions of
the Georgia Business Corporation Code (the "Code").

              Article 3. Capital Stock. The total
number of shares of stock which the Corporation shall
have authority to issue is not more than 10,000 shares
of capital stock, all of which shall be designated
"Common Stock." The shares of common Stock shall have
unlimited voting rights and shall be entitled to
receive all of the net assets of the Corporation upon
liquidation or dissolution.

              Article 4. Registered Office and
Registered Agent. The initial registered office of the
Corporation shall be at R.S. Andrews Enterprises, Inc.,
3510 DeKalb Technology Parkway, Atlanta, DeKalb County,
Georgia 30340. The initial registered agent of the
Corporation at such address shall be James A. Tramonte.

              Article 5. Principal Office. The initial
principal office of the Corporation shall be at 3510
DeKalb Technology Parkway, Atlanta, Georgia 30340.

              Article 6. Initial Directors. The initial
Board of Directors shall consist of one (1) member.

              Article 7. Director's Liability. No
director shall have any liability to the Corporation or
to its shareholders for monetary damages for any action
taken, or for any failure to take any action, as a
director, occurring on or subsequent to the date when
this provision becomes effective, except that this
provision shall not eliminate or limit the liability of
a director for (a) any appropriation, in violation of
his duties, of any business opportunity of the
Corporation; (b) acts or omissions which involve
intentional misconduct or a knowing violation of law;
(c) the types of liability set forth in Section 14-2-
282 of the Code; or (d) any transaction from which the
director received an improper personal benefit.

              Article 8. Indemnification. Each person
who is or was a director or officer of the Corporation,
and each person who is or was a director or officer of
the Corporation who at the request of the Corporation
is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be
indemnified by the Corporation against those expenses
(including attorneys' fees), judgments, fines,
penalties and amounts paid in settlement which are
allowed to be paid or reimbursed by the Corporation
under the laws of the State of Georgia and which are
actually and reasonable incurred in connection with any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by
reason of his being or having been a director or
officer of this Corporation or of such other
enterprises. Notwithstanding anything contained herein
to the contrary, this Article is intended to provide
indemnification to each director and officer of the
Corporation to the fullest extent authorized by the
Code, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the
Corporation to provide prior thereto).

              Article 9. Incorporator. The name and the
address of the Incorporator is James A. Tramonte, R.S.
Andrews Enterprises, Inc., 3510 DeKalb Technology
Parkway, Atlanta, Georgia 30340.


              IN WITNESS WHEREOF, the undersigned has
executed these Articles of Incorporation.





          /s/James A. Tramonte
          James A. Tramonte, Incorporator

Exhibit b-64

              ARTICLES OF DISSOLUTION

                         OF

      R. S. ANDREWS HOME WARRANTY OF TEXAS, INC.

                      ARTICLE I

              The name of the corporation is R. S.
Andrews Home Warranty of Texas, Inc. (the
"Corporation")

                      ARTICLE II

              A notice of Intent to Dissolve the
Corporation was filed with the Secretary of State of
Georgia on December 31, 2001. The Notice of Intent to
Dissolve has not been revoked.

                     ARTICLE 111

              All known debts, liabilities and
obligations of the Corporation have been paid and
discharged or adequate provision has been made
therefore.

                      ARTICLE IV

              All remaining property and assets of the
Corporation have been distributed to its shareholders
or adequate provision has been made therefore or such
property and assets have been deposited with the
Department of Administrative Services as provided in
Section 14-2-1440 of the Georgia Business Corporation
Code.

                      ARTICLE V

              There are no actions pending against the
Corporation in any court or adequate provision has been
made for the satisfaction of any judgment, order or
decree which may be entered against the Corporation in
any pending action.


              IN WITNESS WHEREOF the undersigned
authorized officer has executed these Articles of
Dissolution this 31 day of December, 2001.

                      R. S. ANDREWS HOME WARRANTY OF
                      TEXAS, INC.


          /s/Frank M. Chamberlain
          Frank M. Chamberlain, Chief Executive
          Officer

                                                      EXHIBIT B-65


                     ARTICLES OF INCORPORATION

                                OF

                  R. S. ANDREWS OF ORLANDO, INC.

     Article I. Name. The name of the Corporation is R. S. Andrews
of Orlando, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      EXHIBIT B-66


                      ARTICLES OF DISSOLUTION
                                OF

                  R. S. ANDREWS OF ORLANDO, INC.

                             ARTICLE I

     The name of the corporation is R. S. Andrews of Orlando, Inc.
(the "Corporation")

                            ARTICLE II

     A notice of intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.


     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                    R. S. ANDREWS OF ORLANDO, INC.

                    /S/ Frank M. Chamberlain
                    Frank M. Chamberlain, Chief Executive Officer

                                                      EXHIBIT B-67


                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF PALM BEACH, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
of Palm Beach, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.


     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-68

                              BYLAWS

                                OF

                 R.S. ANDREWS OF PALM BEACH, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (1) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors.  Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: A Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
          financial condition of the Corporation as of the close
          of its fiscal year, and

     (2)  a profit and loss statement showing the results of its
          operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any tune owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of this 2nd day of November, 1999.

                         /s/C. Robert Smelas
                         C. Robert Smelas, Secretary

                                                      EXHIBIT B-69

                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF SACRAMENTO, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
of Sacramento, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein tote contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan,Jr.,Incorporator

                                                      EXHIBIT B-70


                      ARTICLES OF DISSOLUTION
                                OF

                 R. S. ANDREWS OF SACRAMENTO, INC.

                             ARTICLE I

     The name of the corporation is R.S. Andrews of Sacramento,
Inc. (the "Corporation")

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31,2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.


     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                    R.S. ANDREWS OF SACRAMENTO, INC.

                    /s/ Frank M. Chamberlain
                    Frank M. Chamberlain, Chief Executive Officer

                                                      EXHIBIT B-71

                     ARTICLES OF INCORPORATION

                                OF

              R. S. ANDREWS SHOWCASE OF ATLANTA, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
Showcase of Atlanta, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.


                              /s/ David A. Flanigan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      EXHIBIT B-72


                      ARTICLES OF DISSOLUTION

                                OF

              R. S. ANDREWS SHOWCASE OF ATLANTA, INC.

                             ARTICLE I

     The name of the corporation is R. S. Andrews Showcase of
Atlanta, Inc. (the "Corporation")

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE 1V

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.


     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                    R. S. ANDREWS SHOWCASE OF
                    ATLANTA, INC.

                    /s/ Frank M. Chamberlain
                     Frank M. Chamberlain, Chief Executive Officer

                                                      Exhibit B-73

                     ARTICLES OF INCORPORATION


                                OF

                  R. S. ANDREWS OF FLORIDA, INC.
     Article 1. Name. The name of the Corporation is R. S. Andrews
of Florida, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.


                    /s/David A. Flanigan, Jr., Incorporator
		       David A. Flanigan, Jr.

                                                      Exhibit B-74

                              BYLAWS

                                OF

                   R.S. ANDREWS OF FLORIDA, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (i) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors.  Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: a Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term; Removal; Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have
such powers and perform such duties as are specifically imposed
upon him by law and as may be assigned to him by the Board of
Directors or the Chairman of the Board. The President shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing such committees. In the
absence of a Chairman of the Board serving as Chief Executive
Officer, the President shall call meetings of the Shareholders,
the Board of Directors, and the Executive Committee to order and
shall act as chairman of such meetings. If no other Officers are
elected, the President shall also have all of the powers and
perform the duties of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its
fiscal year, and

     (2)  a profit and loss statement showing the results of its
operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any tune owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of October 1, 1998.

                              /s/C. Robert Smelas
                              C. Robert Smelas, Secretary

Exhibit B-75 ARTICLES OF INCORPORATION OF R. S. ANDREWS OF GRAND PRAIRIE, INC. Article 1. Name. The name of the Corporation is R. S. Andrews of Grand Prairie, Inc. Article 2. State of Organization. The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code (the "Code"). Article 3. Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is not more than 10,000 shares of capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon liquidation or dissolution. Article 4. Registered Office and Registered Agent. The initial registered office of the Corporation shall be at Chorey, Taylor & Feil, A Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County, Georgia 30326. The initial registered agent of the Corporation at such address shall be David A. Flanigan, Jr. Article 5. Principal Office. The initial principal office of the Corporation shall be at 3510 Dekalb Technology Parkway, Atlanta, Georgia 30340. Article 6. Initial Directors. The initial Board of Directors shall consist of one (1) member. Article 7. Director's Liability. No director shall have any liability to the Corporation or to its shareholders for monetary damages for any action taken, or for any failure to take any action, as a director, occurring on or subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Section 14-2-832 of the Code; or (d) any transaction from which the director received an improper personal benefit. Article 8. Indemnification. Each person who is or was a director or officer of the Corporation, and each person who is or was a director or officer of the Corporation who at the request of the Corporation is serving or has served as an officer, director, partner, joint venturer, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation against those expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement which are allowed to be paid or reimbursed by the Corporation under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of this Corporation or of such other enterprises. Notwithstanding anything contained herein to the contrary, this Article is intended to provide indemnification to each director and officer of the Corporation to the fullest extent authorized by the Code, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights than said statute permitted the Corporation to provide prior thereto). Article 9. Incorporator. The name and the address of the Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700, The Lenox Building, Atlanta, Georgia 30326. IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation. /s/David A. Flanigan, Jr. David A. Flanigan, Jr., Incorporator

ARTICLES OF DISSOLUTION OF R. S. ANDREWS OF GRAND PRAIRIE, INC. ARTICLE I The name of the corporation is R. S. Andrews of Grand Prairie, Inc. (the "Corporation") ARTICLE II A notice of Intent to Dissolve the Corporation was filed with the Secretary of State of Georgia on December 31, 2001. The Notice of Intent to Dissolve has not been revoked. ARTICLE III All known debts, liabilities and obligations of the Corporation have been paid and discharged or adequate provision has been made therefore. ARTICLE IV All remaining property and assets of the Corporation have been distributed to its shareholders or adequate provision has been made therefore or such property and assets have been deposited with the Department of Administrative Services as provided in Section 14-2-1440 of the Georgia Business Corporation Code. ARTICLE V There are no actions pending against the Corporation in any court or adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against the Corporation in any pending action. IN WITNESS WHEREOF, the undersigned authorized officer has executed these Articles of Dissolution this 31 day of December, 2001. R.S. ANDREWS OF GRAND PRAIRIE, INC. /s/Frank M. Chamberlain Frank M. Chamberlain Chief Executive Officer

NOTICE OF INTENT TO DISSOLVE R. S. ANDREWS OF GRAND PRAIRIE, INC. To the Secretary of State of the State of Georgia Pursuant to Section 14-2-1403 of the Georgia Business Corporation Code the "Code"), the undersigned corporation submits the following Notice of Intent to Dissolve: 1. The name of the corporation is R. S. Andrews of Grand Prairie, Inc. (the "Corporation"). 2. The dissolution was authorized on December 29, 2001, to be effective upon filing. 3. Dissolution was duly approved by the shareholders in accordance with Section 14-2-1402 of the Code by shareholder written consent dated December 29, 2001. 4. A request for publication of notice of intent to voluntarily dissolve the Corporation and payment therefore will be made as required by Section 14-2-1403 of the Code. IN W1TNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Notice of Intent to Dissolve on this 31 day of December, 2001. R. S. ANDREWS OF GRAND PRAIRIE, INC. /s/Frank M. Chamberlain Frank M. Chamberlain, Chief Executive Officer

                                                      Exhibit B-76


                     ARTICLES OF INCORPORATION

                                OF

                  R. S. ANDREWS OF STUART I, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
of Stuart I, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                              /s/David A. Flanigan, Jr.
                              David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-77

                      ARTICLES OF DISSOLUTION

                                OF

                  R. S. ANDREWS OF STUART I, INC.


                             ARTICLE I

     The name of the corporation is R. S. Andrews of Stuart I,
Inc. (the "Corporation")

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.

     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                    R. S. ANDREWS OF STUART I, INC.
                    /s/Frank M. Chamberlain
                    Frank M. Chamberlain, Chief Executive Officer

                                                      Exhibit B-78

                              BYLAWS

                                OF

                  R.S. ANDREWS OF STUART I, INC.


                        ARTICLE I. OFFICES

     Section 1.01. Registered Office and Agent. The Corporation
shall have and continuously maintain a registered office and
registered agent in accordance with the provisions of Section 14-2-
501 of the Georgia Business Corporation Code.

     Section 1.02. Other Offices. The Corporation may have offices
at such place or places within or without the State of Georgia as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.

                 ARTICLE II. SHAREHOLDERS MEETINGS

     Section 2.01. Place of Meetings. All meetings of the
Shareholders shall be held at such place as may be fixed from time
to time by the Board of Directors. In the absence of a resolution
adopted by the Board of Directors fixing such place, all meetings
shall be held at the principal office of the Corporation.

     Section 2.02. Annual meetings. An annual meeting of the
Shareholders shall be held on the last business day of the fifth
month following the close of each fiscal year, or at such other
time and date prior thereto and following the close of the fiscal
year as shall be determined by the Board of Directors, for the
purpose of electing Directors and transacting such other business
as may properly be brought before the meeting.

     Section 2.03. Special Meetings. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or the Articles of Incorporation, may be
called by the Chairman of the Board or the President; and shall be
called by the Chairman of the Board, the President or the
Secretary: (i) when so directed by the Board of Directors, (ii) at
the request in writing of any two (2) or more Directors, delivered
to such Officer, or (iii) when the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation one or more written demands
for the meeting. All such written requests shall state the purpose
or purposes of the proposed meeting.

     Section 2.04. Notice of Meetings; Waiver of Notice. Except as
otherwise required by statute or the Articles of Incorporation,
written notice of each meeting of the Shareholders, whether annual
or special, shall be served either personally or by mail, upon
each Shareholder of record entitled to vote at such meeting, not
less than 10 nor more than 60 days before such meeting. If mailed,
such notice shall be directed to a Shareholder at his post office
address last shown on the records of the Corporation. Notice of
any special meeting of Shareholders shall state the purpose or
purposes for which the meeting is called. Notice of any meeting of
Shareholders shall not be required to be given to any Shareholder
who, in person or by his attorney thereunto authorized, either
before or after such meeting, shall waive such notice by means of
a signed writing delivered to the Corporation. Attendance of a
Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all
objections to the place of the meeting, the time of the meeting,
the manner in which it has been called or convened, or the
consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice, except when a
Shareholder attends a meeting solely for the purpose of stating,
at the beginning of the meeting, any such objection or objections
to the transaction of business.

     Section 2.05. Quorum; Adjournment of Meetings. The holders of
a majority of the stock issued, outstanding, and entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of
business, except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws. If, however, such majority
shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting
from time to time. If the adjournment is not for more than 120
days, the adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for more
than 120 days, or if a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
Shareholder of record entitled to vote at such meeting. At any
such adjourned meeting at which a quorum shall be present in
person or by proxy, any business may be transacted that might have
been transacted at the meeting as originally called.

     Section 2.06. Voting. At every meeting of the Shareholders,
including meetings of the Shareholders for the election of
Directors, any Shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be
voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Each Shareholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation. If a quorum exists, action
on a matter (other than the election of Directors) by the
Shareholders is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, these Bylaws, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, Directors are
elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present,
and the vote for the election of Directors shall be by written
ballot.

     Section 2.07. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, or in their absence
a person appointed by the Board of Directors, shall preside at
meetings of the Shareholders. The Secretary of the Corporation, or
in the Secretary's absence, any person appointed by the presiding
Officer, shall act as Secretary for meetings of the Shareholders.

     Section 2.08. Written Consents. Any action required or
permitted to be taken at a meeting of the Shareholders of the
Corporation may be taken without a meeting if written consent,
setting forth the action so taken, and bearing the date of
signature, shall be signed by persons who would be entitled to
vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were
present and voted. The rights set forth herein shall be governed
by and subject to the provisions of O.C.G.A. Section 14-2-704.

     Section 2.09. Inspectors of Election. All votes by ballot at
any meeting of Shareholders shall be conducted by such number of
inspectors of election as are appointed for that purpose by either
the Board of Directors or by the Chairman of the meeting. The
inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 2.10. Record Date. The Board of Directors, in order
to determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, shall fix in
advance a record date which shall not be more than seventy (70)
days before the date of such meeting, nor more than seventy (70)
days prior to any other action, and in such case only such
Shareholders as shall be Shareholders of record on the date so
fixed, and that are otherwise entitled to vote, shall be entitled
to such notice of or to vote at such meeting or any adjournment
thereof, or to express consent to such corporate action in writing
without a meeting, or to receive payment of any such dividend or
other distribution or allotment of any rights, or to exercise any
such rights in respect of stock or to take any such other lawful
action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date
is fixed as aforesaid.

                  ARTICLE III. BOARD OF DIRECTORS

     Section 3.01. Authority. Except as may be otherwise provided
by any legal agreement among Shareholders, the property and
business of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority expressly
conferred by these Bylaws, the Board of Directors may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among Shareholders, by
the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.02. Number and Term. The Board of Directors shall
consist of that number of members to be fixed by resolution or
agreement of the Shareholders from time to time. Each Director
(whether elected at an annual meeting of Shareholders or
otherwise) shall hold office until the annual meeting of
Shareholders held next after his election, and until a successor
shall be elected and qualified, or until his earlier death,
resignation, incapacity to serve, or removal. Directors need not
be Shareholders.

     Section 3.03. Vacancies. A vacancy on the Board of Directors
shall exist upon the death, resignation, removal, or incapacity to
serve of any Director; upon the increase in the number of
authorized Directors; and upon the failure of the Shareholders to
elect the full number of Directors authorized. The remaining
Directors shall continue to act, and such vacancies may be filled
by a majority vote of the remaining Directors then in office,
though less than a quorum, and, if not filled by prior action of
the Directors, may be filled by the Shareholders at any meeting
held during the existence of such vacancy.

     Section 3.04. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the
State of Georgia as it may from time to time determine.

     Section 3.05. Compensation of Directors. Directors may be
allowed such compensation for attendance at regular or special
meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by
resolution of the Board of Directors.

     Section 3.06. Resignation. Any Director may resign by giving
written notice to the Board of Directors. The resignation shall be
effective on receipt, unless the notice specifies a later time for
the effective date of such resignation, in which event the
resignation shall be effective upon the election and qualification
of a successor. If the resignation is effective at a future time,
a successor may be elected before that time to take office when
the resignation becomes effective.

     Section 3.07. Removal. The Shareholders may declare the
position of a Director vacant, and may remove such Director for
cause at a special meeting of the Shareholders called for such
purpose, on the occurrence of any of the following events: the
Director has been declared of unsound mind by a final order of
court; the Director has been convicted of a felony; the Director
has failed to attend any meeting of the Board for at least a year
and a half; or the Director has been presented with one or more
written charges, has been given at least ten (10) days' notice of
a hearing at which he may have legal counsel present, and has been
given the opportunity for such a hearing at a meeting of the
Shareholders. The Shareholders may also declare the position of a
Director vacant, and may remove such Director without cause, by a
vote of two-thirds of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present.

     Section 3.08. Initial Meeting. Each newly elected Board of
Directors shall meet (1) at the place and time which shall have
been determined, in accordance with the provisions of these
Bylaws, for the holding of the regular meeting of the Board of
Directors scheduled to be held first following the annual meeting
of the Shareholders at which the newly elected Board of Directors
shall have been elected, or (ii) if no place and time shall have
been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual
meeting of Shareholders and at the place thereof, or (iii) at such
time and place as shall be fixed by the written consent of all the
Directors of such newly elected Board of Directors. In any event
no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting.

     Section 3.09. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place within or without
the State of Georgia as shall from time to time be determined by
the Board of Directors by resolution, and such resolution shall
constitute notice thereof.  No further notice shall be required in
order legally to constitute such regular meeting.

     Section 3.10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors or the President and shall be called by the Chairman of
the Board, the President or the Secretary on the written request
of any two (2) or more Directors delivered to such Officer of the
Corporation. The Secretary shall give notice of all meetings of
the Board of Directors by mailing the notice at least two (2) days
before each meeting or by personal delivery or telephoning the
Directors not later than one (1) day before each meeting. Any such
special meeting shall be held at such time, date and place within
or without the State of Georgia as shall be stated in the notice
of meeting. No notice of any special meeting of the Board of
Directors need state the purposes thereof.

     Section 3.11. Waiver of Notice. A Director may waive any
notice required by this Article III before or after the date and
time stated in the notice. Except as provided below, the waiver
must be in writing, signed by the Director entitled to the notice,
and delivered to the Corporation for inclusion in the minutes or
filing with the 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 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 3.12. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business. The act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws. In the absence of a quorum, a majority of the
Directors present at any meeting may adjourn the meeting from time
to time until a quorum is reached. Notice of any adjourned meeting
need only be given by announcement at the meeting at which the
adjournment is taken.

     Section 3.13. Telephonic Participation. Directors may
participate in meetings of the Board of Directors through use of
conference telephone or similar communications equipment, provided
all Directors participating in the meeting can hear one another.
Such participation shall constitute personal presence at the
meeting, and consequently shall be counted toward the required
quorum and in any vote.

     Section 3.14. Conduct of Meetings. The Chairman of the Board
of Directors, or in his absence the President, and in their
absence the Vice President, if any, named by the Board of
Directors, shall preside at meetings of the Board of Directors.
The Secretary of the Corporation, or in the Secretary's absence
any person appointed by the presiding Officer, shall act as
Secretary for meetings of the Board of Directors.

     Section 3.15. Action by Written Consent. Any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings
of the Board or committee.

                      ARTICLE IV. COMMITTEES

     Section 4.01. Executive Committee. The Board of Directors may
by resolution adopted by a majority of the entire Board, designate
an Executive Committee of one (1) or more Directors.  Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of the
Shareholders next following his election and until his successor
member of the Executive Committee is elected, or until his death,
resignation, removal, or until he shall cease to be a Director.

     Section 4.02. Executive Committee - Powers. During the
intervals between the meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board of
Directors in the management of the business affairs of the
Corporation, including all powers specifically granted to the
Board of Directors by these Bylaws or by the Articles of
Incorporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have the power to amend or
repeal any resolution of the Board of Directors that by its terms
shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending
the Articles of Incorporation; (2) adopting, amending or approving
a plan of merger or share exchange; (3) adopting, amending or
repealing the Bylaws of the Corporation; (4) the filling of
vacancies on the Board of Directors or on any committee; (5)
approving or proposing to Shareholders action that the Georgia
Business Corporation Code requires to be approved by Shareholders;
(6) the sale, lease, exchange or other disposition of all or
substantially all the property or assets of the Corporation; (7)
the removal of any or all of the Officers of the Corporation; or
(8) a voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.

     Section 4.03. Executive Committee - Meetings. The Executive
Committee shall meet from time to time on call of the Chairman of
the Board of Directors, the President, or of any one (1) or more
members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without
the State of Georgia, as the Executive Committee shall determine
or as may be specified or fixed in the respective notices of such
meetings. The Executive Committee may fix its own rules of
procedure, including provision for notice of its meetings, shall
keep a record of its proceedings, and shall report these
proceedings to the Board of Directors at the meeting thereof held
next after such meeting of the Executive Committee. All such
proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior
to any such revision or alteration. The Executive Committee shall
act by majority vote of its members.

     Section 4.04. Executive Committee - Alternate Members. The
Board of Directors, by resolution adopted in accordance with
Section 4.01, may designate one (1) or more Directors as alternate
members of any such committee, who may act in the place and stead
of any absent member or members at any meeting of such committee.

     Section 4.05. Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
designate one (1) or more other committees, each committee to
consist of one (1) or more of the Directors of the Corporation,
which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the powers
denied to the Executive Committee, as may be determined from time
to time by the Board of Directors.

     Section 4.06. Removal of Committee Members. The Board of
Directors shall have power at any time to remove any or all of the
members of any committee, with or without cause, to fill vacancies
in and to dissolve any such committee.

                        ARTICLE V. OFFICERS

     Section 5.01. Election of Officers. The Board of Directors,
at its first meeting after each annual meeting of Shareholders,
shall elect a President and may elect such other of the following
Officers: A Chairman of the Board of Directors, one or more Vice
Presidents (one of whom may be designated Executive Vice
President), a Secretary, a Treasurer and a Controller. The Board
of Directors at any time and from time to time may appoint such
other Officers as it shall deem necessary, including one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors,
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or the
Chairman of the Board.

     Section 5.02. Compensation. The salaries of the Officers of
the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any Officer or
Officers the power to fix the compensation of any Officer
appointed in accordance with the second sentence of Section 5.01
of these Bylaws.

     Section 5.03. Term, Removal, Resignation. Each Officer of the
Corporation shall hold office until the first meeting of the Board
of Directors after the annual meeting of Shareholders following
the officer's election and until his successor is chosen or until
his earlier resignation, death, removal or termination of his
office. Any Officer may be removed with or without cause by a
majority vote of the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby. Any
Officer may resign by giving written notice to the Board of
Directors. The resignation shall be effective upon receipt, or at
such time as may be specified in such notice.

     Section 5.04. Chairman of the Board. The Chairman of the
Board of Directors, when one is elected, may be declared by the
Board to be the Chief Executive Officer of the Corporation and, if
so, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise
provided in the resolution appointing the same. The Chairman of
the Board shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings.

     Section 5.05. President. When no Chairman of the Board has
been elected, or if a Chairman has been elected and not declared
to be the Chief Executive Officer, or in the event of the death or
disability of the Chairman of the Board or at his request, the
President shall have all of the powers and perform the duties of
the Chairman of the Board. The President shall also have such
powers and perform such duties as are specifically imposed upon
him by law and as may be assigned to him by the Board of Directors
or the Chairman of the Board. The President shall be ex officio a
member of all standing committees, unless otherwise provided in
the resolution appointing such committees. In the absence of a
Chairman of the Board serving as Chief Executive Officer, the
President shall call meetings of the Shareholders, the Board of
Directors, and the Executive Committee to order and shall act as
chairman of such meetings. If no other Officers are elected, the
President shall also have all of the powers and perform the duties
of Secretary and Treasurer.

     Section 5.06. Vice Presidents. The Vice Presidents shall
perform such duties as are generally performed by vice presidents.
The Vice Presidents shall perform such other duties and exercise
such other powers as the Board of Directors, the Chairman of the
Board, or the President shall request or delegate. The Assistant
Vice Presidents shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board, or the President.

     Section 5.07. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
Shareholders, shall record all votes and the minutes of all
proceedings in books to be kept for that purpose, and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, any notices required to be given
of any meetings of the Shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the
President. The Assistant Secretary or Assistant Secretaries shall,
in the absence or disability of the Secretary, or at the
Secretary's request, perform the duties and exercise the powers
and authority herein granted to the Secretary.

     Section 5.08. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board
of Directors. He shall render to the Chairman of the Board of
Directors, the President, and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation, and, in general, he shall perform all the duties
incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board of Directors,
the Chairman of the Board, or the President.

     Section 5.09. Controller. The Board of Directors may elect a
Controller who shall keep or cause to be kept in the books of the
Corporation provided for that purpose a true account of all
transactions, and of the assets and liabilities, of the
Corporation. The Controller shall prepare and submit to the
Chairman of the Board of Directors or President such financial
statements and schedules as may be required to keep such Officer
currently informed of the operations and financial condition of
the Corporation, and shall perform such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of
Directors or the President.

     Section 5.10. Vacancy in Office. In case of the absence of
any Officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties
of such Officer to any other Officer or to any Director.

                     ARTICLE VI. CAPITAL STOCK

     Section 6.01. Share Certificates. The interest of each
Shareholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in
such form as the Board of Directors may from time to time adopt.
The certificates shall be consecutively numbered, and the issuance
of shares shall be duly recorded in the books of the Corporation
as they are issued. Each certificate shall indicate the holder's
name, the number of shares, the class of shares and series, if
any, represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par
value. Each certificate shall be signed by the Chairman of the
Board, the President, or a Vice President, and may (but need not)
be signed by Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, if such officer or officers have been elected
or appointed by the Corporation; provided, however, that if such
certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the Corporation, and a registrar, the
signature of any such Officer may be a facsimile. In the event
that any Officer who has signed, or whose facsimile signature has
been used on, any such certificate, shall cease to be an Officer
of the Corporation, whether because of death, resignation, or
otherwise, prior to the delivery of such certificate by the
Corporation, such certificate may nevertheless be delivered as
though the person whose facsimile signature shall have been used
thereon had not ceased to be such Officer.

     Section 6.02. Shareholder Records. The Secretary shall keep a
record of the Shareholders of the Corporation which readily
indicates in alphabetical order or by alphabetical index, and by
classes of stock, the names of the Shareholders entitled to vote,
the addresses of such Shareholders, and the number of shares held
by such Shareholders. Said record shall be presented at all
meetings of the Shareholders.

     Section 6.03. Stock Transfer Books. Transfers of stock shall
be made on the books of the Corporation only by the person named
in the certificate, or by an attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 6.06 of
these Bylaws.

     Section 6.04. Shareholder Rights. The Corporation shall be
entitled to treat the record holder of any share of stock of the
Corporation as the person entitled to vote such share (if such
share represents voting stock) and to receive any dividend or
other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     Section 6.05. Transfer Agent. The Board of Directors may
appoint one or more transfer agents and one or more registrars and
may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     Section 6.06. Replacement Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board
of Directors may require and shall, if the Directors so require,
give the Corporation a bond of indemnity. Such bond shall be in
form and amount satisfactory to the Board of Directors, and shall
be with one or more sureties, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been
lost, stolen or destroyed.

                    ARTICLE VII. MISCELLANEOUS

     Section 7.01. Inspection of Books. The Board of Directors
shall have power to determine which accounts and books of the
Corporation, if any, shall be open to the inspection of
Shareholders, except with respect to such accounts, books and
records as may by law be specifically open to inspection by the
Shareholders, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable laws, if any, for
the inspection of records, accounts, and books which by law or by
determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and
shall be restricted and limited accordingly.

     Section 7.02. Fiscal Year. The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 7.03. Seal. The corporate seal shall be in such form
as the Board of Directors may from time to time determine. In the
event it is inconvenient to use such seal at any time, the
signature of the Corporation followed by the word "SEAL" or
"CORPORATE SEAL" enclosed in parenthesis or scroll, shall be
deemed to be the seal of the Corporation.

     Section 7.04. Annual Statements. Not later than four (4)
months after the close of each fiscal year, and in any case prior
to the next annual meeting of Shareholders, the Corporation shall
prepare:

     (1)  a balance sheet showing in reasonable detail the
          financial condition of the Corporation as of the close
          of its fiscal year, and

     (2)  a profit and loss statement showing the results of its
          operation during its fiscal year.

Upon written request, the Corporation promptly shall mail to any
Shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

     Section 7.05. Appointment of Agents. The Chairman of the
Board of Directors and the President shall be authorized and
empowered in the name of and as the act and deed of the
Corporation to name and appoint general and special agents,
representatives and attorneys to represent the Corporation in the
United States or in any foreign country or countries; to name and
appoint attorneys and proxies to vote any shares of stock in any
other corporation at any tune owned or held of record by the
Corporation; to prescribe, limit and define the powers and duties
of such agents, representatives, attorneys and proxies; and to
make substitution, revocation, or cancellation in whole or in part
of any power or authority conferred on any such agent,
representative, attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives, attorneys or
proxies shall be so named and appointed shall be signed and
executed by the Chairman of the Board of Directors or the
President. Any substitution, revocation, or cancellation shall be
signed in like manner, provided always that any agent,
representative, attorney or proxy, when so authorized by the
instrument appointing him, may substitute or delegate his powers
in whole or in part and revoke and cancel such substitutions or
delegations. No special authorization by the Board of Directors
shall be necessary in connection with the foregoing, but this
Bylaw shall be deemed to constitute full and complete authority to
the Officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.

     Section 7.06. Indemnification.

          (a)  Under the circumstances prescribed in this Section
7.06, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of the fact
that he is or was a Director or Officer of the Corporation, or,
while a Director or Officer, is or was serving at the request of
the Corporation as an officer, director, partner, joint venturer,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a
judgment, settlement, penalty, fine or reasonable expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with such Proceeding, but only if he conducted
himself in good faith, and reasonably believed: (1) with respect
to conduct in his "official capacity" (as that term is defined in
Section 14-2-850 of the Georgia Business Corporation Code, as
amended), that such conduct was in the best interests of the
Corporation; (2) with respect to all other cases, only if that
conduct was at least not opposed to the best interests of the
Corporation; or (3) with respect to any criminal Proceeding, that
he had no reasonable cause to believe his conduct was unlawful.
Notwithstanding the above, the indemnification permitted hereunder
in connection with a Proceeding by or in the right of the
Corporation is limited to reasonable expenses (including
attorneys' fees) incurred in connection with a Proceeding in which
it is determined that such person has met the standard of conduct
required by this Section 7.06(a).

          (b)  The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that
the person did not meet the standard of conduct set forth in
Section 7.06(a).

          (c)  Notwithstanding the foregoing, the Corporation
shall not indemnify any Director or Officer in connection with any
Proceeding with respect to conduct for which he was adjudged
liable on the basis that personal benefit was improperly received
by him.

          (d)  If a Director or Officer has been wholly
successful, on the merits or otherwise, in the defense of any
Proceeding to which he was a party because he is or was a Director
or Officer, the Corporation shall indemnify him against reasonable
expenses (including attorneys' fees) incurred by him in connection
therewith.

          (e)  Except as provided in paragraphs (d) and (g) of
this Section 7.06, and except as may be ordered by a court, the
Corporation shall not indemnify any Director or Officer unless
authorized hereunder and a determination has been made that
indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 7.06(a). Such determination shall be
made in accordance with Section 14-2-855 of the Georgia Business
Corporation Code, as amended.

          (f)  Reasonable expenses (including attorneys' fees)
incurred by a Director or Officer who is a party to a Proceeding
shall be paid by the Corporation in advance of the final
disposition of such Proceeding if the procedures set forth in
Section 14-2-853 of the Georgia Business Corporation Code, as
amended, are complied with.

          (g)  The indemnification provided by this Section 7.06
shall not be deemed exclusive of any other right to which the
persons indemnified hereunder shall be entitled under law or under
contract, and shall inure to the benefit of the heirs, executors
or administrators of such persons.

          (h)  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer of the
Corporation, or who, while a Director or Officer of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against any liability asserted against or incurred by him
in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
or advance expenses to him against such liability under the
provisions of this Section 7.06.

          (i)  If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance
carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of the
Shareholders, unless such meeting is held within three (3) months
from the date of such payment, and, in any event, within fifteen
(15) months from the date of such payment, send by first class
mail to its Shareholders of record at the time entitled to vote
for the election of Directors, a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.

     Section 7.07. Reimbursement from Officers. Any payment made
to an Officer of the Corporation, such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by
such Officer to the Corporation to the full extent of such
disallowance, unless otherwise approved by the Board of Directors.
It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the Officer,
subject to the determination of the Board of Directors,
proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.

     Section 7.08. Reimbursement of Personal Expenses. Each
Officer and Director of the Corporation shall be required from
time to time to bear personally incidental expenses related to his
responsibilities as an Officer and Director which expenses unless
specifically authorized shall not be subject to reimbursement by
the Company.

                     ARTICLE VIII. AMENDMENTS

     Section 8.01. Amendment. The Bylaws of the Corporation may be
altered or amended and new Bylaws may be adopted by the
Shareholders at any annual or special meeting of the Shareholders
or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that if such action is
to be taken at a meeting of the Shareholders, notice of the
general nature of the proposed change in the Bylaws shall have
been given in the notice of the meeting.

                     ARTICLE IX. CONSTRUCTION

     Section 9.01. Construction. In the event of any conflict
between the terms of these Bylaws and the terms of the Articles of
Incorporation or any agreement between and among the Shareholders,
the terms of the Articles of Incorporation and/or the agreement
between and among the Shareholders shall control and govern.

     IN WITNESS WHEREOF, the undersigned Secretary does hereby
attest that the foregoing Bylaws were adopted as the Bylaws of the
Corporation by act of the Board of Directors of the Corporation as
of this 2nd day of November, 1999.

                         /s/R. Stephen Andrews
                         R. Stephen Andrews, Director

                                                      Exhibit B-79

                     ARTICLES OF INCORPORATION

                                OF

             R. S. ANDREWS ENTERPRISES OF TOPEKA, INC.


     Article 1. Name. The name of the Corporation is R. S. Andrews
Enterprises of Topeka, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation. 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A, Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 1800 Montreal Circle, Tucker, Georgia
30084.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                         /s/David A. Flanigan, Jr.
                         David A. Flanigan, Jr., Incorporator

                                                      Exhibit B-80

                      ARTICLES OF DISSOLUTION

                                OF


             R. S. ANDREWS ENTERPRISES OF TOPEKA, INC.

                             ARTICLE I

     The name of the corporation is R. S. Andrews Enterprises of
Topeka, Inc.(the "Corporation")

                            ARTICLE II

     A notice of Intent to Dissolve the Corporation was filed with
the Secretary of State of Georgia on December 31, 2001. The Notice
of Intent to Dissolve has not been revoked.

                            ARTICLE III

     All known debts, liabilities and obligations of the
Corporation have been paid and discharged or adequate provision
has been made therefore.

                            ARTICLE IV

     All remaining property and assets of the Corporation have
been distributed to its shareholders or adequate provision has
been made therefore or such property and assets have been
deposited with the Department of Administrative Services as
provided in Section 14-2-1440 of the Georgia Business Corporation
Code.

                             ARTICLE V

     There are no actions pending against the Corporation in any
court or adequate provision has been made for the satisfaction of
any judgment, order or decree which may be entered against the
Corporation in any pending action.

     IN WITNESS WHEREOF, the undersigned authorized officer has
executed these Articles of Dissolution this 31 day of December,
2001.

                              R.S. ANDREWS ENTERPRISES OF
                              TOPEKA, INC.

                              /s/Frank M. Chamberlain
                              /s/Frank M. Chamberlain, President

                                                      Exhibit B-81


                     ARTICLES OF INCORPORATION

                                OF

                 R. S. ANDREWS OF VERO BEACH, INC.

     Article 1. Name. The name of the Corporation is R. S. Andrews
of Vero Beach, Inc.

     Article 2. State of Organization. The Corporation is
organized pursuant to the provisions of the Georgia Business
Corporation Code (the "Code").

     Article 3. Capital Stock. The total number of shares of stock
which the Corporation shall have authority to issue is not more
than 10,000 shares of capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have
unlimited voting rights and shall be entitled to receive all of
the net assets of the Corporation upon liquidation or dissolution.

     Article 4. Registered Office and Registered Agent. The
initial registered office of the Corporation shall be at Chorey,
Taylor & Feil, A Professional Corporation, 3399 Peachtree Road,
N.E., Suite 1700, The Lenox Building, Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation at
such address shall be David A. Flanigan, Jr.

     Article 5. Principal Office. The initial principal office of
the Corporation shall be at 3510 Dekalb Technology Parkway,
Atlanta, Georgia 30340.

     Article 6. Initial Directors. The initial Board of Directors
shall consist of one (1) member.

     Article 7. Director's Liability. No director shall have any
liability to the Corporation or to its shareholders for monetary
damages for any action taken, or for any failure to take any
action, as a director, occurring on or subsequent to the date when
this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his duties, of any business
opportunity of the Corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Section 14-2-832 of the Code;
or (d) any transaction from which the director received an
improper personal benefit.

     Article 8. Indemnification. Each person who is or was a
director or officer of the Corporation, and each person who is or
was a director or officer of the Corporation who at the request of
the Corporation is serving or has served as an officer, director,
partner, joint venturer, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the Corporation
against those expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement which are allowed
to be paid or reimbursed by the Corporation under the laws of the
State of Georgia and which are actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of
his being or having been a director or officer of this Corporation
or of such other enterprises. Notwithstanding anything contained
herein to the contrary, this Article is intended to provide
indemnification to each director and officer of the Corporation to
the fullest extent authorized by the Code, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader rights than said statute permitted the Corporation
to provide prior thereto).

     Article 9. Incorporator. The name and the address of the
Incorporator is David A. Flanigan, Jr., Chorey, Taylor & Feil, A
Professional Corporation, 3399 Peachtree Road, N.E., Suite 1700,
The Lenox Building, Atlanta, Georgia 30326.

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.

                         /s/David A. Flanigan, Jr.
                         David A. Flanigan, Jr., Incorporator

Exhibit b-82

               ARTICLES OF DISSOLUTION
                          OF

          R. S. ANDREWS OF VERO BEACH, INC.

                      ARTICLE I

        The name of the corporation is R.S. Andrews of
Vero Beach, Inc. (the 'Corporation")

                    ARTICLE II

              A notice of Intent to Dissolve the
Corporation was filed with the Secretary of State of
Georgia on December 31, 2001. The Notice of Intent to
Dissolve has not been revoked.

                     ARTICLE III

              All known debts, liabilities and
obligations of the Corporation have been paid and
discharged or adequate provision has been made
therefore.
                      ARTICLE IV

              All remaining property and assets of the
Corporation have been distributed to its shareholders
or adequate provision has been made therefore or such
property and assets have been deposited with the
Department of Administrative Services as provided in
Section 14-2-1440 of the Georgia Business Corporation
Code.

                      ARTICLE V

              There are no actions pending against the
Corporation in any court or adequate provision has been
made for the satisfaction of any judgment, order or
decree which may be entered against the Corporation in
any pending action.


              IN WITNESS WHEREOF, the undersigned
authorized officer has executed these Articles of
Dissolution this 31 day of December, 2001.

                    R.S. ANDREWS OF VERO BEACH, INC.


                    /s/Frank M. Chamberlain
                    Frank M. Chamberlain, Chief
                    Executive Officer

Exhibit B-83 State of Missouri.Office of Secretary of State Roy D. Blunt, Secretary of State Articles of Incorporation (To be submitted in duplicate by an attorney or incorporator.) HONORABLE ROY D. BLUNT SECRETARY OF STATE STATE OF MISSOURI P.O. BOX 778 JEFFERSON CITY, MO 65102 The undersigned natural person(s) of the age of eighteen years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopt the following Articles of Incorporation: Article One The name of the corporation is KLT Inc. Article Two The address, including street and number, if any, of the corporation's initial registered office in this state is 1201 Walnut, Kansas City, Missouri 64106 and the name of its initial agent at such address is Janee Rosenthal. Article Three The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be: The aggregate number of shares which the Corporation shall have the authority to issue shall be One Hundred Twenty Thousand (120,000) shares of common stock, all of which are without par value. The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect to the shares of each class are as follows: There shall be no preferences, qualifications, limitations, restrictions, or special or relative rights, including convertible rights, in respect to the shares herein authorized. Article Four The extent, if any, to which the preemptive right of a shareholder to acquire additional shares is limited or denied. No holder of outstanding shares of any class shall have any preemptive right to subscribe for or acquire shares of stock or any securities of any kind issued by the Corporation. Article Five The name and place of residence of each incorporator is as follows: Name Street City Samuel P. Cowley 2427 W. 63rd Street Shawnee Mission, KS 66208 Article Six (Designate which and complete the applicable paragraph.) (X) The number of directors to constitute the first board of directors is three (3). Thereafter the number of directors shall be fixed by, or in the manner provided by the bylaws. Any changes in the number will be reported to the Secretary of State within thirty calendar days of such change. (NOTE: If the number of directors is to be one or two, do not check this box.) OR ( ) The number of directors to constitute the board of directors is _____. (The number of directors to constitute the board of directors must be stated herein if there are to be less than three directors. The person to constitute the first board of directors may, but not need, be named.) The names of the members of the first Board of Directors are as follows: B. J. Beaudoin S. P. Cowley R. G. Wasson Article Seven The duration of the corporation is perpetual. Article Eight The corporation is formed for the following purposes: The Corporation is organized to engage in any lawful purpose. Article Nine Except as otherwise specifically provided by statute, all powers of management and director control of the Corporation shall be vested in the Board of Directors. The Board of Directors shall have power to make, and from time to time repeal, amend and alter the bylaws of the Corporation; provided, however, that the paramount power to repeal, amend and alter the Bylaws or to adopt new bylaws, shall always be vested in the shareholders, which power may be exercised by a vote of a majority thereof present at any annual or special meeting of the shareholders, and the directors thereafter have no power to suspend, repeal, or amend or otherwise alter any bylaws or portion thereof so enacted by the shareholders, unless the shareholders in enacting such bylaws or portion thereof shall otherwise provide. IN WITNESS WHEREOF, these Articles of Incorporation have been signed on 3rd day of November, 1992. /s/Samuel P. Cowley Samuel P. Cowley, Incorporator State of MISSOURI ) ) ss County of JACKSON ) I, Janee C. Rosenthal, a Notary Public, do hereby certify that on this 3rd day of November, 1992, personally appeared before me Samuel P. Cowley (and _____________), who being by me first duly sworn, (severally) declared that he is (they are) the person(s) who signed the foregoing document as incorporator(s), and that the statements therein contained are true. (Notarial Seal) /s/Janee C. Rosenthal Notary Public My Commission Expires February 25, 1995 Janee C. Rosenthal Notary Public State of Missouri Clay County My Commission Exp. Feb. 25, 1995

CERTIFICATE OF AMENDMENT TO KLT INC.'S ARTICLES OF INCORPORATION This certificate is hereby filed on behalf of KLT Inc., Charter No. 372880. Kansas City Power & Light Company, the sole shareholder of KLT Inc. which currently owns all of the 61,000 outstanding shares of KLT Inc. adopted the following amendment to KLT Inc.'s Articles of Corporation on December 10, 1996: The aggregate number of shares which the Corporation shall have the authority to issue shall be Two Hundred Fifty Thousand (250,000) shares of common stock, all of which are without par value. IN WITNESS WHEREOF, KLT Inc. has caused this Certificate to be signed and verified by Ronald G. Wasson, its President, and countersigned by Janee C. Rosenthal, its Corporate Secretary, all on this 10th day of December, 1996. KLT Inc. /s/Ronald G. Wasson President /s/Janee C. Rosenthal Corporate Secretary STATE OF MISSOURI ) ) ss COUNTY OF JACKSON ) I, Vickie L. Flores, a Notary Public, do hereby certify that on this 10th day of December, 1996, personally appeared before me Ronald G. Wasson, who, being by me first duly sworn, declared that he is President of KLT Inc., that he signed the foregoing document as President of the Corporation, and that the statements therein contained are true. /s/Vickie L. Flores Notary Public in and for the State Of Missouri, County of Clay My Commission expires May 29, 2000

Exhibit B-84

















			KLT INC.





			BYLAWS





	AS AMENDED NOVEMBER 19, 1992, JANUARY 19, 1998,
	FEBRUARY 28, 2000 and FEBRUARY 12, 2001




			KLT INC.

			BYLAWS


			ARTICLE I
			OFFICES

Section 1.	The registered office of the
Corporation in the State of Missouri shall be at 222
East Dunklin Street, Jefferson City, MO 65101.  The
name of the registered agent at such address is
Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company. [Amended January 19,
1998].

Section 2.	The Corporation also may have
offices at such other places either within or without
the State of Missouri as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


			ARTICLE II

			SHAREHOLDERS

Section 1.	All meetings of shareholders shall
be held at such place within or without the State of
Missouri as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate a
place for said meeting to be held, then the same shall
be held at the registered office of the Corporation.

Section 2.	An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of
the Corporation and transacting such other business as
may properly be brought before the meeting.

Section 3.	Special meetings of the
shareholders may be called by the Chairman of the
Board, by the President, by the Board of Directors, or
by the holders of not less than one-fifth of all
outstanding shares entitled to vote at such meeting.

Section 4.	Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation laws
of the State of Missouri.  In case of a call for any
special meeting, the notice shall state the time, place
and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail
shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

Section 5.	Meetings of the shareholders may be
held without notice at any time and place, either
within or without the State of Missouri, if all
shareholders entitled to vote at any such meeting shall
have waived notice thereof or shall be present in
person or represented by proxy, and any action required
to be taken by shareholders may be taken at any such
meeting.

Section 6.	At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares
of the Corporation.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate
thereof kept in the State of Missouri, shall be prima
facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book
or to vote at any meeting of shareholders.

Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

Section 7.	Each outstanding share entitled to
vote under the provisions of the Articles of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

In all elections for directors, each shareholder
shall be entitled to one vote for each share owned by
him or her, and each shareholder may cast the whole
number of votes, either in person or by proxy, for one
candidate, or distribute them among two or more
candidates.  There shall be no cumulative voting.

Section 8.	At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Articles of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different location
and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be
present.  The time and place to which any such
adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such
adjournment to shareholders not present at the meeting.
 At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might
have been transacted at the meeting as originally
called.

Section 9.	Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.

Section 10.	The Chairman of the Board, or in
his absence the President of the Corporation, shall
convene all meetings of the shareholders and shall act
as chairman thereof.  The Board of Directors may
appoint any other officer of the Corporation or
shareholder to act as chairman of any meeting of the
shareholders in the absence of the Chairman of the
Board and the President.

The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.


Section 11.	Unless otherwise provided by
statute or by the Articles of Incorporation, any action
required to be taken by shareholders may be taken
without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the
subject matter thereof.


		ARTICLE III

		BOARD OF DIRECTORS

Section 1.	The property, business and affairs
of the Corporation shall be managed and controlled by a
Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required
to be exercised or done by the shareholders.

Section 2.	The Board of Directors shall
consist of six directors who shall be elected at the
annual meeting of the shareholders.  Each director
shall be elected to serve until the next annual meeting
of the shareholders and until his successor shall be
elected and qualified.  Directors need not be
shareholders. [Amended February 28, 2000]

Section 3.	In case of the death or resignation
of one or more of the directors of the Corporation, a
majority of the remaining directors, though less than a
quorum, may fill the vacancy or vacancies until the
successor or successors are elected at a meeting of the
shareholders.  A director may resign at any time and
the acceptance of his resignation shall not be required
in order to make it effective.

Section 4.	The Board of Directors may hold its
meetings either within or without the State of Missouri
at such place as shall be specified in the notice of
such meeting, and members of the Board of Directors may
participate in a meeting of the Board by means of
conference telephone or similar conversations whereby
all persons participating in the meeting can hear each
other and participating in a meeting in this manner
shall constitute presence in person at the meeting.

Section 5.	Regular meetings of the Board of
Directors shall be held at such time and place as the
Board of Directors by resolution shall from time to
time determine.  The Secretary shall give at least
three days' notice of the time and place of each such
meeting to each director in the manner provided in
Section 9 of this Article III.  The notice need not
specify the business to be transacted.

Section 6.	Special meetings of the Board of
Directors shall be held whenever called by the Chairman
of the Board, the President or two members of the Board
and shall be held at such place as shall be specified
in the notice of such meeting.  The Secretary shall
give not less than three days' notice of the time,
place and purpose of each such meeting to each director
in the manner provided in Section 9 of this Article
III.

Section 7.	The act of the majority of the
directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

Section 8.	The Board of Directors, by the
affirmative vote of a majority of directors, and
irrespective of any personal interest of any of its
members, shall have authority to establish reasonable
compensation of all directors for services to the
Corporation as directors, officers or otherwise.  By
resolution, the Board of Directors may be paid for
expenses, if any, of attendance at each meeting of the
Board.


Section 9.	Whenever under the provisions of
the statutes or of the Articles of Incorporation or of
these Bylaws notice is required to be given to any
director, it shall not be construed to require personal
notice, but such notice may be given by telephone or by
telegram addressed to such director at such address as
appears on the books of the Corporation, or by hand
delivery to the regular office of the director, or by
mail by depositing the same in a post office or letter
box in a postpaid, sealed wrapper addressed to such
director at such address as appears on the books of the
Corporation.  Such notice shall be deemed to be given
at the time when the same shall be thus telephoned,
telegraphed, hand delivered or mailed.

Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except
where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

Section 10.	The Board of Directors may by
resolution provide for an Executive Committee of said
Board, which shall serve at the pleasure of the Board
of Directors and, during the intervals between the
meetings of said Board, shall possess and may exercise
any or all of the powers of the Board of Directors in
the management of the business and affairs of the
Corporation, except with respect to any matters which,
by resolution of the Board of Directors, may from time
to time be reserved for action by said Board.

Section 11.	The Executive Committee, if
established by the Board, shall consist of the
President of the Corporation and two additional
directors who shall be elected by the Board of
Directors to serve at the pleasure of said Board until
the first meeting of the Board of Directors following
the next annual meeting of shareholders and until their
successors shall have been elected.  Vacancies in the
Committee shall be filled by the Board of Directors.

Section 12.	Meetings of the Executive Committee
shall be held whenever called by the Chairman or by a
majority of the members of the Committee, and shall be
held at such time and place as shall be specified in
the notice of such meeting and shall be subject to the
provisions of Section 4 of this Article III.  The
Secretary shall give at least one day's notice of the
time, place and purpose of each such meeting to each
Committee member in the manner provided in Section 9 of
this Article III, provided, that if the meeting is to
be held outside of Kansas City, Missouri, at least
three days' notice thereof shall be given.

Section 13.	At all meetings of the Executive
Committee, a majority of the Committee members shall
constitute a quorum and the unanimous act of all the
members of the Committee present at a meeting where a
quorum is present shall be the act of the Executive
Committee.  All action by the Executive Committee shall
be reported to the Board of Directors at its meeting
next succeeding such action.


Section 14.  The Board of Directors at the annual
or any regular or special meeting of the directors
shall, by resolution adopted by a majority of the whole
Board, designate two or more directors to constitute an
Audit Committee and appoint one of the directors so
designated as the chairman of the Audit Committee.
Membership on the Audit Committee shall be restricted
to those directors who are independent of the
management of the Corporation and are free from any
relationship that, in the opinion of the Board, would
interfere with the exercise of independent judgment as
a member of the committee.  Vacancies in the committee
may be filled by the Board at any meeting thereof.
Each member of the Audit Committee shall hold office
until such committee member's resignation or removal
from the Audit Committee by the Board, or until such
committee member otherwise ceases to be a director.
Any member of the Audit Committee may be removed from
the committee by resolution adopted by a majority of
the whole Board.  The compensation, if any, of members
of the committee shall be established by resolution of
the Board.

The Audit Committee shall be responsible for:
recommending to the Board the appointment or discharge
of independent auditors; reviewing with the management
and the independent auditors the terms of engagement of
independent auditors, including the fees, scope and
timing of the audit and any other services rendered by
the independent auditors; reviewing with the
independent auditors and management the Corporation's
policies and procedures with respect to internal
auditing, accounting and financial controls; reviewing
with the management the independent statements, audit
results and reports and the recommendations made by any
of the auditors with respect to changes in accounting
procedures and internal accounting controls; and
performing any other duties or functions deemed
appropriate by the Board.  The Audit Committee shall
have the powers and rights necessary or desirable to
fulfill these responsibilities, including the power and
right to consult with legal counsel and to rely upon
the opinion of legal counsel.  The Audit Committee is
authorized to communicate directly with the
Corporation's financial officers and employees,
internal auditors and independent auditors as it deems
desirable and to have the internal auditors or
independent auditors perform any additional procedures
as it deems appropriate.

All actions of the Audit Committee shall be
reported to the Board at the next meeting of the Board.
 The minute books of the Audit Committee shall at all
times be open to the inspection of any director.

The Audit Committee shall meet at the call of its
chairman or of any two members of the Audit Committee
(or if there shall be only one other member, then at
the call of that member).  A majority of the Audit
Committee shall constitute a quorum for the transaction
of business (or if there shall only be two members,
then both must be present), and the act of a majority
of those present at any meeting at which a quorum is
present (or if there shall be only two members, then
they must act unanimously) shall constitute the act of
the Audit Committee. [Added February 28, 2000]

Section 15.  The Board of Directors at the annual
or any regular or special meeting shall, by resolution
adopted by a majority of the whole Board, designate two
or more directors to constitute a Compensation
Committee.  Membership on the Compensation Committee
shall be restricted to disinterested persons which for
this purpose shall mean any director who, during the
time such director is a member of the Compensation
Committee is not eligible, and has not at any time
within one year prior thereto been eligible, for
selection to participate (other than in a manner as to
which the Compensation Committee has no discretion) in
any of the compensation plans administered by the
Compensation Committee.  Vacancies in the committee may
be filled by the Board at any meeting.  Each member of
the committee shall hold office until such committee
member's successor has been duly elected and qualified,
or until such committee member's resignation or removal
from the Compensation Committee by the Board, or until
such committee member otherwise ceases to be a director
or a disinterested person.  Any member of the
Compensation Committee may be removed by resolution
adopted by a majority of the whole Board.  The
compensation, if any, of the members of the
Compensation Committee shall be established by
resolution of the Board.


The Compensation Committee shall, from time to
time, recommend to the Board the compensation and
benefits of the executive officers of the Corporation.
 The Compensation Committee shall have the power and
authority vested in the Board by any benefit, incentive
or other plan of the Corporation.  The Compensation
Committee shall also make recommendations to the Board
with regard to the compensation of the Board and its
committees, with the exception of the Compensation
Committee.

All actions of the Compensation Committee shall be
reported to the Board at the next meeting of the Board.
 The minute books of the Compensation Committee shall
at all times be open to the inspection of any director.

The Compensation Committee shall meet at the call
of the chairman of the Compensation Committee or of any
two members of the Compensation Committee (or if there
shall be only one other member, then at the call of
that member).  A majority of the Compensation Committee
shall constitute a quorum for the transaction of
business (or if there shall be only two members, then
both must be present), and the act of a majority of
those present at any meeting at which a quorum is
present (or if there shall be only two members, then
they must act unanimously) shall be the act of the
Compensation Committee. [Added February 28, 2000]

Section 16.  The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate
one or more additional directors as alternate members
of any committee to replace any absent or disqualified
member at any meeting of that committee, and at any
time may change the membership of any committee or
amend or rescind the resolution designating the
committee.  In the absence or disqualification of a
member or alternate member of a committee, the member
or members thereof present at any meeting and not
disqualified from voting, whether or not the member or
members constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of
any such absent or disqualified member, provided that
the director so appointed meets any qualifications
stated in these Bylaws or the resolution designating
the committee or any amendment thereto. [Added February
28, 2000]

Section 17.  Unless otherwise provided in these
Bylaws or in the resolution designating any committee,
any committee may fix its rules or procedures, fix the
time and place of its meetings and specify what notice
of meetings, if any, shall be given. [Added February
28, 2000]

Section 18.	If all the directors severally or
collectively shall consent in writing to any action to
be taken by the directors, such consents shall have the
same force and effect as a unanimous vote of the
directors at a meeting duly held.  The Secretary shall
file such consents with the minutes of the meetings of
the Board of Directors. [Renumbered February 28, 2000]


		ARTICLE IV

		OFFICERS

Section 1.	The officers of the Corporation may
include a Chairman of the Board, a President, one or
more Vice Presidents, a Secretary, and a Treasurer, all
of whom shall be appointed by the Board of Directors.
Any one person may hold two or more offices except that
the offices of President and Secretary may not be held
by the same person.

Section 2.	The officers shall be elected
annually by the Board of Directors at its first
regularly held meeting each year. [Amended February 12,
2001]

Section 3.	The Board of Directors may from
time to time appoint such other officers as it shall
deem necessary or expedient, who shall hold their
offices for such terms and shall exercise such powers
and perform such duties as the Board of Directors or
the President may from time to time determine.

Section 4.	The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by the
Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board.  If
the office of any officer becomes vacant for any
reason, or if any new office shall be created, the
vacancy may be filled by the Board of Directors.

Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by the Board of
Directors.


		ARTICLE V

	POWERS AND DUTIES OF OFFICERS

Section 1.	The Chairman of the Board shall be
the principal executive officer of the Corporation.
He/she shall preside at all meetings of the
shareholders and at all meetings of the Board of
Directors, and shall perform such other duties as the
Board of Directors shall from time to time prescribe.

Section 2.	The President shall have general
and active management of, and exercise general
supervision of, the business and affairs of the
Corporation, subject, however, to the right of the
Board of Directors to delegate any specific power to
any other officer or officers of the Corporation, and
shall see that all orders and resolutions of the Board
of Directors are carried into effect.  He/she may sign
with the Secretary of the Corporation stock
certificates, deeds, mortgages, bonds, contracts or
other instruments; and in general shall perform all
duties incident to the office of president and such
other duties as may be prescribed by the Board of
Directors from time to time.  In the absence of the
Chairman of the Board, or if the office of Chairman of
the Board be vacant, the President shall preside at all
meetings of the shareholders and at all meetings of the
Board of Directors.

Section 3.	In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the powers
of the President, and shall perform such other duties
as from time to time may be assigned to him/her by the
President or by the Board of Directors.

Section 4.	The Secretary shall attend all
meetings of the shareholders, the Board of Directors
and the Executive Committee, if any, and shall keep the
minutes of such meetings.  He/she shall give, or cause
to be given, notice of all meetings of the
shareholders, the Board of Directors and the Executive
Committee, if any, and shall perform such other duties
as may be prescribed by the Board of Directors or
President.

The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State and
to the directors.  He/she shall in all respects perform
those usual and customary duties which such officer
performs in business corporations.


Section 5.	The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all
checks, drafts, vouchers or other instruments for the
payment of money to the Corporation and to deposit the
same to the credit of the Corporation in such
depositaries as may be designated by the Board of
Directors.  He/she is authorized to pay interest on
obligations and dividends on stocks of the Corporation
when due and payable.  He/she shall, when necessary or
proper, disburse the funds of the Corporation, taking
proper vouchers for such disbursements.  He/she shall
render to the Board of Directors and the President,
whenever they may require it, an account of all
transactions as Treasurer and of the financial
condition of the Corporation.  He/she shall perform
such other duties as may be prescribed by the Board of
Directors or the President.

Section 6.	Unless otherwise ordered by the
Board of Directors, the Chairman of the Board, the
President or any Vice President of the Corporation (a)
shall have full power and authority to attend and to
act and vote, in the name and on behalf of this
Corporation, at any meeting of shareholders of any
corporation in which this Corporation may hold stock,
and at any such meeting shall possess and may exercise
any and all of the rights and powers incident to the
ownership of such stock, and (b) shall have full power
and authority to execute, in the name and on behalf of
this Corporation, proxies authorizing any suitable
person or persons to act and to vote at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting the
person or persons so designated shall possess and may
exercise any and all of the rights and powers incident
to the ownership of such stock.


		ARTICLE VI
	CERTIFICATES OF STOCK

Section 1.	The Board of Directors shall
provide for the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.

Section 2.	Until otherwise ordered by the
Board of Directors, stock certificates shall be signed
by the Chairman of the Board, the President or a Vice
President and by the Secretary.  In case any officer or
officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any
stock 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 been delivered
by the Corporation, such certificate or certificates
may nevertheless be issued by the Corporation with the
same effect as if 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.

Section 3.	Transfers of stock shall be made on
the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the Board of Directors, only on surrender
and cancellation of the certificate transferred.  No
stock certificate shall be issued to a transferee until
the transfer has been made on the books of the
Corporation.  The person in whose name shares stand on
the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.


		ARTICLE VII

		DIVIDENDS

Dividends may be declared at such times as the
Board of Directors shall determine from the net
earnings, or earned surplus, in accordance with law.
Stock dividends may be declared if justified and
provided capital is not impaired by such action.


		ARTICLE VIII

		FISCAL YEAR

Section 1.	The fiscal year of the Corporation
shall be the calendar year.

Section 2.	As soon as practicable after the
close of each fiscal year, the Board of Directors shall
cause a report of the business and affairs of the
Corporation to be made to the shareholders.


		ARTICLE IX

		WAIVER OF NOTICE

Whenever by statute or by the Articles of
Incorporation or by these Bylaws any notice whatever is
required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.


		ARTICLE X

	INDEMNIFICATION BY THE CORPORATION

The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business
Corporation Law of Missouri, as now in effect or as
hereafter amended, any person made or threatened to be
made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or
agent of the Corporation or serves any other
enterprises as such at the request of the Corporation.

The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.  The
foregoing right of indemnification shall continue as to
a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


		ARTICLE XI
		AMENDMENTS

The Board of Directors may make, alter, amend or
repeal Bylaws of the Corporation by a majority vote of
the whole Board of Directors at any regular meeting of
the Board or at any special meeting of the Board if
notice thereof has been given in the notice of such
special meeting.  Nothing in this Article shall be
construed to limit the power of the shareholders to
make, alter, amend or repeal Bylaws of the Corporation
at any annual or special meeting of shareholders by a
majority vote of the shareholders present and entitled
to vote at such meeting, provided a quorum is present.

Exhibit b-85





                                State of Missouri
             Rebecca McDowell Cook, Secretary of State
     James C. Kirkpatrick State Information Center
600 W. Main Street, Rm 322, Jefferson City, MO  65101

Corporations Division
P.O. Box 778, Jefferson City, MO 65102




              Amended Articles Accepting
                Close Corporation Law
   (Submit in duplicate with filing fee of $325.00)


         The corporation's Articles of Incorporation
are hereby amended and restated by two-thirds of all
outstanding shareholders on May 16, 2000 to become a
statutory close corporation:


                     Article One
The name of the corporation is KLT Investments, Inc.
and it is a statutory close corporation.


                     Article Two

         The name and address of its initial registered
agent in this state is:

         Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company 221 Bolivar Street,
Jefferson City, MO 65101


                    Article Three

       (A)    The aggregate number, class and par
value, if any, of shares which the corporation shall
have authority to issue are as follows: 40,000 shares
of common stock, all of which are without par value.


       (B)    The preferences, qualifications,
limitations, restrictions, and the special or relative
rights, including convertible rights, if any, in
respect to the shares of each class are as follows:
              There shall be no preferences,
qualifications, limitations, restrictions or special or
relative rights, including convertible rights, in
respect of the shares herein authorized.

                     Article Four

       (A)    The transfer of shares by a living
shareholder are as follows:
           1. Governed by section 351.770; or
           2. Stated as follows (state conditions for
transfer): There are no conditions or restrictions on
transfer.


       (B)    The transfer of shares of a deceased
shareholder are as follows:
           1. Governed by sections 351.780, 785 & 790
and modified as follows (state modifying conditions if
any):


                   or


           2. Governed by the following conditions:
There are no conditions or restrictions on transfer.






                     Article Five
                     (Choose one)


        X   The corporation does not have a board of
directors; or


         The number of directors to constitute the
first board of directors is
         Thereafter the number of directors shall be
fixed by, or the manner provided in the bylaws. Any
changes in the number will be reported to the Secretary
of State within thirty calendar days of such change; or

         The number of directors to constitute the
board of directors is     (The number of directors to
constitute the board of directors must be stated herein
if there are to be less than three directors. The
person to constitute the first board of directors may,
but not need, be named.)


                     Article Six

         The duration of the corporation is perpetual.


                    Article Seven

         The corporation is formed for the following
purposes: The corporation is organized to engage in any
lawful purpose.



                    Article Eight

         This close corporation shall be dissolved in
the following manner (complete both A & B):

       (A)    The following shareholder or shareholders
have authority to dissolve the corporation (indicate
all if all have authority and the percentage of votes
required to vote on the dissolution, otherwise list
name of individual shareholders with authority to
dissolve):   All shareholders have authority to vote on
a proposal of dissolution. Such proposal must be
approved by at least 2/3 of the votes entitled to be
cast on the proposal.


       (B)    The above shareholder or shareholders may
dissolve the corporation as follows:
             1.    At will (check here x    ); or
            2.     Upon the occurrence or the following
specified event(s) or contingency(ies):


                Article Nine

         The following statement shall appear
conspicuously on each share certificate:

              The rights of shareholders in a statutory
close corporation may differ materially from the rights
of shareholders in other corporations. Copies of the
articles of incorporation and bylaws, shareholders'
agreements, and other documents, any of which may
restrict transfers and affect voting and other rights,
may be obtained by a shareholder on written request to
the corporation. (351.760, RSMo)


                     Article Ten
         (Any additional optional statements)


The effective date of this document is the date it is
filed by the Secretary of State of Missouri, unless you
indicate a future date, as follows:
                  (Date may not be more than 90 days
after the filing date in this office)






In affirmation thereof, the facts stated above are
true.
                         /s/Mark G. English
     Signature of Officer or Chairman of the Board

                         Janee C. Rosenthal
               Printed or Typed Name of Incorporator

                         May 16. 2000
                         Date of Signature

Exhibit B-86

	KLT INVESTMENTS INC.



	AMENDED AND RESTATED
		BYLAWS



		JULY 3, 2000




	KLT INVESTMENTS INC.

	AMENDED AND RESTATED
		BYLAWS



		ARTICLE I

		OFFICES

Section 1.	The registered office of the
Corporation in the State of Missouri shall be at
Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company, 221 Bolivar Street
Jefferson City MO 65101.

Section 2.	The Corporation also may have
offices at such other places either within or without
the State of Missouri as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


		ARTICLE II

		SHAREHOLDERS

Section 1.	All meetings of shareholders shall
be held at such place within or without the State of
Missouri as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate a
place for said meeting to be held, then the same shall
be held at the registered office of the Corporation.

Section 2.	An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of
the Corporation and transacting such other business as
may properly be brought before the meeting.

Section 3.	Special meetings of the
shareholders may be called by the President or by the
holders of not less than one-fifth of all outstanding
shares entitled to vote at such meeting.

Section 4.	Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation laws
of the State of Missouri.  In case of a call for any
special meeting, the notice shall state the time, place
and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail
shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

Section 5.	Meetings of the shareholders may be
held without notice at any time and place, either
within or without the State of Missouri, if all
shareholders entitled to vote at any such meeting shall
have waived notice thereof or shall be present in
person or represented by proxy, and any action required
to be taken by shareholders may be taken at any such
meeting.

Section 6.	At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares
of the Corporation.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate
thereof kept in the State of Missouri, shall be prima
facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book
or to vote at any meeting of shareholders.

Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

Section 7.	Each outstanding share entitled to
vote under the provisions of the Certificate of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 8.	At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Certificate of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different location
and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be
present.  The time and place to which any such
adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such
adjournment to shareholders not present at the meeting.
 At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might
have been transacted at the meeting as originally
called.

Section 9.	Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.


Section 10.	The President of the Corporation
shall convene all meetings of the shareholders and
shall act as chairman thereof.  The Shareholders may
appoint any other officer of the Corporation or share-
holder to act as chairman of any meeting of the
shareholders in the absence of the President.

The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.

Section 11.	Unless otherwise provided by
statute or by the Certificate of Incorporation, any
action required to be taken by shareholders may be
taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect
to the subject matter thereof.


		ARTICLE III

		BOARD OF DIRECTORS

Section 1.	Pursuant to Section 351.805, RSMo,
the Articles of Incorporation of the Corporation
provide that the Corporation shall operate without a
board of directors.

Section 2.	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 shareholders.

Section 3.	Unless the Articles of
Incorporation provide otherwise, action requiring
director approval or both director and shareholder
approval is authorized if approved by the shareholders,
and action requiring a majority or greater percentage
vote of the board of directors is authorized if
approved by the majority or greater percentage of the
votes of shareholders entitled to vote on the action.

Section 4.	A requirement by a state of the
United States that a document delivered for filing
contained a statement that specified action has been
taken by the board of directors is satisfied by a
statement that the Corporation is a statutory close
corporation without a board of directors and that the
action was approved by the shareholders.

Section 5.	The shareholders by resolution may
appoint one or more shareholders to sign documents as
"designated directors".

Section 6.	A shareholder is not liable for his
act or omission, although a director would be, unless
the shareholder was entitled to vote on the action.

		ARTICLE IV

		OFFICERS

Section 1.	The officers of the Corporation may
include a President, one or more Vice Presidents, a
Secretary, and a Treasurer, all of whom shall be
appointed by the shareholders.  Any one person may hold
two or more offices except that the offices of
President and Secretary may not be held by the same
person.

Section 2.	The officers shall be elected
annually by the shareholders.  The office of the Vice
President may or may not be filled as may be deemed
advisable by the shareholders.

Section 3.	The shareholders may from time to
time appoint such other officers as they shall deem
necessary or expedient, who shall hold their offices
for such terms and shall exercise such powers and
perform such duties as the shareholders or the
President may from time to time determine.

Section 4.	The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by the
shareholders may be removed at any time by the
affirmative vote of the shareholders.  If the office of
any officer becomes vacant for any reason, or if any
new office shall be created, the vacancy may be filled
by the shareholders.

Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by the shareholders.


		ARTICLE V

	POWERS AND DUTIES OF OFFICERS

Section 1.	The President shall have general
and active management of, and exercise general super-
vision of, the business and affairs of the Corporation,
subject, however, to the right of the shareholders to
delegate any specific power to any other officer or
officers of the Corporation, and shall see that all
orders and resolutions of the shareholders are carried
into effect.  He/she may sign with the Secretary of the
Corporation stock certificates, deeds, mortgages,
bonds, contracts or other instruments; and in general
shall perform all duties incident to the office of
president and such other duties as may be prescribed by
the shareholders from time to time.  The President
shall preside at all meetings of the shareholders.

Section 3.	In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the powers
of the President, and shall perform such other duties
as from time to time may be assigned to him/her by the
President or by the shareholders.

Section 4.	The Secretary shall attend all
meetings of the shareholders and shall keep the minutes
of such meetings.  He/she shall give, or cause to be
given, notice of all meetings of the shareholders, and
shall perform such other duties as may be prescribed by
the shareholders or President.

The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State and
to the directors.  He/she shall in all respects perform
those usual and customary duties which such officer
performs in business corporations.

Section 5.	The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all
checks, drafts, vouchers or other instruments for the
payment of money to the Corporation and to deposit the
same to the credit of the Corporation in such
depositaries as may be designated by the shareholders.
 He/she is authorized to pay interest on obligations
and dividends on stocks of the Corporation when due and
payable.  He/she shall, when necessary or proper,
disburse the funds of the Corporation, taking proper
vouchers for such disbursements.  He/she shall render
to the shareholders and the President, whenever they
may require it, an account of all transactions as
Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as
may be prescribed by the shareholders or the President.

Section 6.	Unless otherwise ordered by the
shareholders, the President or any Vice President of
the Corporation (a) shall have full power and authority
to attend and to act and vote, in the name and on
behalf of this Corporation, at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting
shall possess and may exercise any and all of the
rights and powers incident to the ownership of such
stock, and (b) shall have full power and authority to
execute, in the name and on behalf of this Corporation,
proxies authorizing any suitable person or persons to
act and to vote at any meeting of shareholders of any
corporation in which this Corporation may hold stock,
and at any such meeting the person or persons so
designated shall possess and may exercise any and all
of the rights and powers incident to the ownership of
such stock.


		ARTICLE VI

	CERTIFICATES OF STOCK

Section 1.	The shareholders shall provide for
the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.


Section 2.	Until otherwise ordered by the
shareholders, stock certificates shall be signed by the
President or a Vice President and by the Secretary.  In
case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been
used on, any stock 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 been delivered by the Corporation, such
certificate or certificates may nevertheless be issued
by the Corporation with the same effect as if 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.

Section 3.	Transfers of stock shall be made on
the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the shareholders, only on surrender and
cancellation of the certificate transferred.  No stock
certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation.
 The person in whose name shares stand on the books of
the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation.


		ARTICLE VII

		DIVIDENDS

Dividends may be declared at such times as the
shareholders shall determine from the net earnings, or
earned surplus, in accordance with law.  Stock
dividends may be declared if justified and provided
capital is not impaired by such action.


		ARTICLE VIII

		FISCAL YEAR

Section 1.	The fiscal year of the Corporation
shall be the calendar year.


		ARTICLE IX

		WAIVER OF NOTICE

Whenever by statute or by the Certificate of
Incorporation or by these Bylaws any notice whatever is
required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.



		ARTICLE X

	INDEMNIFICATION BY THE CORPORATION

The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business
Corporation Law of Missouri, as now in effect or as
hereafter amended, any person made or threatened to be
made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation) by reason of the
fact that he/she is or was a shareholder, officer,
employee or agent of the Corporation or serves any
other enterprises as such at the request of the
Corporation.

The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.  The
foregoing right of indemnification shall continue as to
a person who has ceased to be a shareholder, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


		ARTICLE XI

		AMENDMENTS

The shareholders may make, alter, amend or repeal
Bylaws of the Corporation at any annual or special
meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such
meeting, provided a quorum is present.

Exhibit b-87





                              State of Missouri
          Rebecca McDowell Cook, Secretary of State
     James C. Kirkpatrick State Information Center
600 W. Main Street, Rm 322, Jefferson City, MO  65101

Corporations Division
P.O. Box 778, Jefferson City, MO 65102



              Amended Articles Accepting
                Close Corporation Law
Submit in duplicate with filing fee of $25.00)


         The corporation's Articles of Incorporation
are hereby amended and restated by two-thirds of all
outstanding shareholders on May 16, 2000 to become a
statutory close corporation:


                     Article One
         The name of the corporation is KLT Investments
II Inc. and it is a statutory close corporation.


                     Article Two

         The name and address of its initial registered
agent in this state is:

         Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company 221 Bolivar Street,
Jefferson City, MO 65101


                    Article Three

       (A)    The aggregate number, class and par
value, if any. of shares which the corporation shall
have authority to issue are as follows: 25,000 shares
of common stock, all of which are without par value.


       (B)    The preferences, qualifications,
limitations, restrictions, and the special or relative
rights, including convertible rights. if any, in
respect to the shares of each class are as follows:
There shall be no preferences, qualifications,
limitations, restrictions or special or relative
rights, including convertible rights, in respect of the
shares herein authorized.


                     Article Four

       (A)    The transfer of shares by a living
shareholder are as follows:
            1.     Governed by section 351.770; or
            2.     Stated as follows (state conditions
for transfer): There are no conditions or restrictions
on transfer.




       (B)    The transfer of shares of a deceased
shareholder are as follows:
            1.     Governed by sections 351.780, 785 &
790 and modified as follows (state modifying conditions
if any):


                   or


            2.     Governed by the following
conditions: There are no conditions or restrictions on
transfer.


            Article Five
           (Choose one)

        X  The corporation does not have a board of
directors; or

          The number of directors to constitute the
first board of directors is

     Thereafter the number of directors shall be fixed
by, or the manner provided in the bylaws. Any changes
in the number will be reported to the Secretary of
State within thirty calendar days of such change; or

          The number of directors to constitute the
board of directors is     (The number of directors to
constitute the board of directors must be stated herein
if there are to be less than three directors. The
person to constitute the first board of directors may,
but not need, be named.)


                     Article Six

         The duration of the corporation is perpetual.


           Article Seven

         The corporation is formed for the following
purposes: The corporation is organized to engage in any
lawful purpose.


           Article Eight

         This close corporation shall be dissolved in
the following manner (complete both A & B):

       (A)    The following shareholder or shareholders
have authority to dissolve the corporation (indicate
all if all have authority and the percentage of votes
required to vote on the dissolution, otherwise list
name of individual shareholders with authority to
dissolve):    All shareholders have authority to vote
on a proposal of dissolution. Such proposal must be
approved by at least 2/3 of the votes entitled to be
cast on the proposal.



       (B)    The above shareholder or shareholders may
dissolve the corporation as follows:
             1.    At will (check here x    ); or
             2. Upon the occurrence or the following
specified event(s) or contingency(ies):


                     Article Nine

         The following statement shall appear
conspicuously on each share certificate:

              The rights of shareholders in a statutory
close corporation may differ materially from the rights
of shareholders in other corporations. Copies of the
articles of incorporation and bylaws, shareholders'
agreements, and other documents, any of which may
restrict transfers and affect voting and other rights,
may be obtained by a shareholder on written request to
the corporation. (351.760, RSMo)


                     Article Ten
         (Any additional optional statements)







The effective date of this document is the date it is
filed by the Secretary of State of Missouri, unless you
indicate a future date, as follows:  (Date may not be
more than 90 days after the filing date in this office)








         In affirmation thereof, the facts stated above
are true.

               /s/Gregory J. Orman
     Signature of Officer or Chairman of the Board

               Janee C. Rosenthal
          Printed or Typed Name of Incorporators

               May 16, 2000
               Date of Signature

Exhibit B-88

		KLT INVESTMENTS II INC.




		AMENDED AND RESTATED
			BYLAWS



		JULY 3, 2000




		KLT INVESTMENTS II INC.

		AMENDED AND RESTATED
			BYLAWS



		ARTICLE I

		OFFICES

Section 1.	The registered office of the
Corporation in the State of Missouri shall be at
Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company, 221 Bolivar Street
Jefferson City MO 65101.

Section 2.	The Corporation also may have
offices at such other places either within or without
the State of Missouri as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


		ARTICLE II

		SHAREHOLDERS

Section 1.	All meetings of shareholders shall
be held at such place within or without the State of
Missouri as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate a
place for said meeting to be held, then the same shall
be held at the registered office of the Corporation.

Section 2.	An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of
the Corporation and transacting such other business as
may properly be brought before the meeting.

Section 3.	Special meetings of the
shareholders may be called by the President or by the
holders of not less than one-fifth of all outstanding
shares entitled to vote at such meeting.

Section 4.	Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation laws
of the State of Missouri.  In case of a call for any
special meeting, the notice shall state the time, place
and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail
shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

Section 5.	Meetings of the shareholders may be
held without notice at any time and place, either
within or without the State of Missouri, if all
shareholders entitled to vote at any such meeting shall
have waived notice thereof or shall be present in
person or represented by proxy, and any action required
to be taken by shareholders may be taken at any such
meeting.

Section 6.	At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares
of the Corporation.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate
thereof kept in the State of Missouri, shall be prima
facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book
or to vote at any meeting of shareholders.

Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

Section 7.	Each outstanding share entitled to
vote under the provisions of the Certificate of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 8.	At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Certificate of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different location
and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be
present.  The time and place to which any such
adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such
adjournment to shareholders not present at the meeting.
 At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might
have been transacted at the meeting as originally
called.

Section 9.	Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.


Section 10.	The President of the Corporation
shall convene all meetings of the shareholders and
shall act as chairman thereof.  The Shareholders may
appoint any other officer of the Corporation or share-
holder to act as chairman of any meeting of the
shareholders in the absence of the President.

The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.

Section 11.	Unless otherwise provided by
statute or by the Certificate of Incorporation, any
action required to be taken by shareholders may be
taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect
to the subject matter thereof.


		ARTICLE III

		BOARD OF DIRECTORS

Section 1.	Pursuant to Section 351.805, RSMo,
the Articles of Incorporation of the Corporation
provide that the Corporation shall operate without a
board of directors.

Section 2.	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 shareholders.

Section 3.	Unless the Articles of
Incorporation provide otherwise, action requiring
director approval or both director and shareholder
approval is authorized if approved by the shareholders,
and action requiring a majority or greater percentage
vote of the board of directors is authorized if
approved by the majority or greater percentage of the
votes of shareholders entitled to vote on the action.

Section 4.	A requirement by a state of the
United States that a document delivered for filing
contained a statement that specified action has been
taken by the board of directors is satisfied by a
statement that the Corporation is a statutory close
corporation without a board of directors and that the
action was approved by the shareholders.

Section 5.	The shareholders by resolution may
appoint one or more shareholders to sign documents as
"designated directors".

Section 6.	A shareholder is not liable for his
act or omission, although a director would be, unless
the shareholder was entitled to vote on the action.

		ARTICLE IV

		OFFICERS

Section 1.	The officers of the Corporation may
include a President, one or more Vice Presidents, a
Secretary, and a Treasurer, all of whom shall be
appointed by the shareholders.  Any one person may hold
two or more offices except that the offices of
President and Secretary may not be held by the same
person.

Section 2.	The officers shall be elected
annually by the shareholders.  The office of the Vice
President may or may not be filled as may be deemed
advisable by the shareholders.

Section 3.	The shareholders may from time to
time appoint such other officers as they shall deem
necessary or expedient, who shall hold their offices
for such terms and shall exercise such powers and
perform such duties as the shareholders or the
President may from time to time determine.

Section 4.	The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by the
shareholders may be removed at any time by the
affirmative vote of the shareholders.  If the office of
any officer becomes vacant for any reason, or if any
new office shall be created, the vacancy may be filled
by the shareholders.

Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by the shareholders.


		ARTICLE V

	POWERS AND DUTIES OF OFFICERS

Section 1.	The President shall have general
and active management of, and exercise general super-
vision of, the business and affairs of the Corporation,
subject, however, to the right of the shareholders to
delegate any specific power to any other officer or
officers of the Corporation, and shall see that all
orders and resolutions of the shareholders are carried
into effect.  He/she may sign with the Secretary of the
Corporation stock certificates, deeds, mortgages,
bonds, contracts or other instruments; and in general
shall perform all duties incident to the office of
president and such other duties as may be prescribed by
the shareholders from time to time.  The President
shall preside at all meetings of the shareholders.

Section 3.	In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the powers
of the President, and shall perform such other duties
as from time to time may be assigned to him/her by the
President or by the shareholders.

Section 4.	The Secretary shall attend all
meetings of the shareholders and shall keep the minutes
of such meetings.  He/she shall give, or cause to be
given, notice of all meetings of the shareholders, and
shall perform such other duties as may be prescribed by
the shareholders or President.

The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State and
to the directors.  He/she shall in all respects perform
those usual and customary duties which such officer
performs in business corporations.

Section 5.	The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all
checks, drafts, vouchers or other instruments for the
payment of money to the Corporation and to deposit the
same to the credit of the Corporation in such
depositaries as may be designated by the shareholders.
 He/she is authorized to pay interest on obligations
and dividends on stocks of the Corporation when due and
payable.  He/she shall, when necessary or proper,
disburse the funds of the Corporation, taking proper
vouchers for such disbursements.  He/she shall render
to the shareholders and the President, whenever they
may require it, an account of all transactions as
Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as
may be prescribed by the shareholders or the President.

Section 6.	Unless otherwise ordered by the
shareholders, the President or any Vice President of
the Corporation (a) shall have full power and authority
to attend and to act and vote, in the name and on
behalf of this Corporation, at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting
shall possess and may exercise any and all of the
rights and powers incident to the ownership of such
stock, and (b) shall have full power and authority to
execute, in the name and on behalf of this Corporation,
proxies authorizing any suitable person or persons to
act and to vote at any meeting of shareholders of any
corporation in which this Corporation may hold stock,
and at any such meeting the person or persons so
designated shall possess and may exercise any and all
of the rights and powers incident to the ownership of
such stock.


		ARTICLE VI

	CERTIFICATES OF STOCK

Section 1.	The shareholders shall provide for
the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.


Section 2.	Until otherwise ordered by the
shareholders, stock certificates shall be signed by the
President or a Vice President and by the Secretary.  In
case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been
used on, any stock 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 been delivered by the Corporation, such
certificate or certificates may nevertheless be issued
by the Corporation with the same effect as if 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.

Section 3.	Transfers of stock shall be made on
the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the shareholders, only on surrender and
cancellation of the certificate transferred.  No stock
certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation.
 The person in whose name shares stand on the books of
the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation.


		ARTICLE VII

		DIVIDENDS

Dividends may be declared at such times as the
shareholders shall determine from the net earnings, or
earned surplus, in accordance with law.  Stock
dividends may be declared if justified and provided
capital is not impaired by such action.


		ARTICLE VIII

		FISCAL YEAR

Section 1.	The fiscal year of the Corporation
shall be the calendar year.


		ARTICLE IX

		WAIVER OF NOTICE

Whenever by statute or by the Certificate of
Incorporation or by these Bylaws any notice whatever is
required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.



		ARTICLE X

	INDEMNIFICATION BY THE CORPORATION

The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business
Corporation Law of Missouri, as now in effect or as
hereafter amended, any person made or threatened to be
made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation) by reason of the
fact that he/she is or was a shareholder, officer,
employee or agent of the Corporation or serves any
other enterprises as such at the request of the
Corporation.

The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.  The
foregoing right of indemnification shall continue as to
a person who has ceased to be a shareholder, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


		ARTICLE XI

		AMENDMENTS

The shareholders may make, alter, amend or repeal
Bylaws of the Corporation at any annual or special
meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such
meeting, provided a quorum is present.

Exhibit b-89

               CERTIFICATE OF INCORPORATION
                          OF
                  ENERGETECHS, INC.


               FIRST: The name of the corporation is
ENERGETECHS, Inc.

               SECOND: Its Registered Office in the
State of Delaware is to be located at 1209 Orange
Street, in the City of Wilmington, County of New
Castle, 19801. The Registered Agent in charge thereof
is The Corporation Trust Company.

               THIRD: The purpose of the corporation is
to engage in any lawful act or activity for which
corporations may be organized under the General
Corporation Law of Delaware.

               FOURTH: The amount of the total
authorized capital stock of this corporation is One
Thousand Dollars No/00 ($1,000.00) divided into One
Thousand (1,000) shares of One Dollar ($1.00) each.

               FIFTH: The name and mailing address of
the incorporator is as follows: Mark G. English, 1201
Walnut, Kansas City, Missouri 64141.

               SIXTH: A director of the corporation
shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i)
for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit. If
the Delaware General Corporation Law is amended after
the filing of the Certificate of Incorporation of which
this Article is a part, to authorize corporate action
further eliminating or limiting the personal liability
of directors, then the liability of a director of the
corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General
Corporation Law, as so amended. Any amendment,
modification or repeal of the foregoing sentence shall
not adversely affect any right or protection of a
director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such
amendment, modification or repeal.

               SEVENTH:  The corporation reserves the
right at any time, and from time to time, to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions
authorized by the laws of the State of Delaware, in the
manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other
persons whomsoever by and pursuant to this Certificate
of Incorporation in its present form or as hereafter
amended or granted subject to the rights reserved in
this Article.

               EIGHTH: The number of directors shall be
fixed by or shall otherwise be determined in the manner
provided in the Bylaws of the corporation.

               NINTH: The Board of Directors of the
corporation shall have the power to make, alter, amend
or repeal Bylaws for the corporation from time to time.


TENTH; The corporation shall indemnify any person who
was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the
right of the corporation) by reason of the fact that
such person is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise to the fullest extent permitted by the laws
of the State of Delaware.

                   The corporation may indemnify any
person who was or is a party or is threatened to be
made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action
by or in the right of the corporation) by reason of the
fact that such person is or was an employee or agent of
the corporation, or is or was serving at the request of
the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise to the fullest extent permitted by the laws
of the State of Delaware.


                   I, the undersigned, for the purpose
of forming a corporation under The laws of the State of
Delaware, do make, file and record this Certificate,
and do certify, that the facts herein stated are true,
and have accordingly hereunto set my hand on this 24
day of April, 1997.



          /s/Mark G. English
          MARK G. ENGLISH


         STATE OF MISSOURI)
                          )SS
         COUNTY OF JACKSON)


               On this 24th day of April, 1997, before
me the undersigned, a Notary Public, in and for the
County and State aforesaid, personally appeared Mark G.
English, to me known to be the person who executed the
foregoing instrument in my presence and that he
executed the same as his free act and deed.

               IN TESTIMONY WHEREOF, I have hereunto
set my hand and affixed my official seal the day and
year last above written.




               /s/Vickie L. Flores
               Notary Public

         My Commission Expires:

         May 29, 2000
         VICKIE L. FLORES
         NOTARY PUBLIC STATE OF MISSOURI
         CLAY COUNTY
         MY COMMISSION EXP. MAY 29,2000

Exhibit B-90

















		ENERGETECHS, INC.





			BYLAWS





		DATED JUNE 30, 1997




		ENERGETECHS, INC.

			BYLAWS



		ARTICLE I

		OFFICES

Section 1.	The registered office of the
Corporation in the State of Missouri shall be at 1201
Walnut, in Kansas City, Jackson County, Missouri.

Section 2.	The Corporation also may have
offices at such other places either within or without
the State of Missouri as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


		ARTICLE II

		SHAREHOLDERS

Section 1.	All meetings of shareholders shall
be held at such place within or without the State of
Missouri as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate a
place for said meeting to be held, then the same shall
be held at the registered office of the Corporation.

Section 2.	An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of
the Corporation and transacting such other business as
may properly be brought before the meeting.

Section 3.	Special meetings of the
shareholders may be called by the Chairman of the
Board, by the President, by the Board of Directors, or
by the holders of not less than one-fifth of all
outstanding shares entitled to vote at such meeting.

Section 4.	Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation laws
of the State of Missouri.  In case of a call for any
special meeting, the notice shall state the time, place
and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail
shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

Section 5.	Meetings of the shareholders may be
held without notice at any time and place, either
within or without the State of Missouri, if all
shareholders entitled to vote at any such meeting shall
have waived notice thereof or shall be present in
person or represented by proxy, and any action required
to be taken by shareholders may be taken at any such
meeting.

Section 6.	At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares
of the Corporation.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate
thereof kept in the State of Missouri, shall be prima
facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book
or to vote at any meeting of shareholders.

Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

Section 7.	Each outstanding share entitled to
vote under the provisions of the Articles of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

In all elections for directors, each shareholder
shall be entitled to one vote for each share owned by
him or her, and each shareholder may cast the whole
number of votes, either in person or by proxy, for one
candidate, or distribute them among two or more
candidates.  There shall be no cumulative voting.

Section 8.	At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Articles of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different location
and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be
present.  The time and place to which any such
adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such
adjournment to shareholders not present at the meeting.
 At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might
have been transacted at the meeting as originally
called.

Section 9.	Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.

Section 10.	The Chairman of the Board, or in
his absence the President of the Corporation, shall
convene all meetings of the shareholders and shall act
as chairman thereof.  The Board of Directors may
appoint any other officer of the Corporation or share-
holder to act as chairman of any meeting of the
shareholders in the absence of the Chairman of the
Board and the President.

The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.

Section 11.	Unless otherwise provided by
statute or by the Articles of Incorporation, any action
required to be taken by shareholders may be taken
without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the
subject matter thereof.


		ARTICLE III

		BOARD OF DIRECTORS

Section 1.	The property, business and affairs
of the Corporation shall be managed and controlled by a
Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required
to be exercised or done by the shareholders.

Section 2.	The Board of Directors shall
consist of five directors who shall be elected at the
annual meeting of the shareholders.  Each director
shall be elected to serve until the next annual meeting
of the shareholders and until his successor shall be
elected and qualified.  Directors need not be share-
holders.

Section 3.	In case of the death or resignation
of one or more of the directors of the Corporation, a
majority of the remaining directors, though less than a
quorum, may fill the vacancy or vacancies until the
successor or successors are elected at a meeting of the
shareholders.  A director may resign at any time and
the acceptance of his resignation shall not be required
in order to make it effective.

Section 4.	The Board of Directors may hold its
meetings either within or without the State of Missouri
at such place as shall be specified in the notice of
such meeting, and members of the Board of Directors may
participate in a meeting of the Board by means of
conference telephone or similar conversations whereby
all persons participating in the meeting can hear each
other and participating in a meeting in this manner
shall constitute presence in person at the meeting.

Section 5.	Regular meetings of the Board of
Directors shall be held at such time and place as the
Board of Directors by resolution shall from time to
time determine.  The Secretary shall give at least
three days' notice of the time and place of each such
meeting to each director in the manner provided in
Section 9 of this Article III.  The notice need not
specify the business to be transacted.

Section 6.	Special meetings of the Board of
Directors shall be held whenever called by the Chairman
of the Board, the President or two members of the Board
and shall be held at such place as shall be specified
in the notice of such meeting.  The Secretary shall
give not less than one day notice of the time, place
and purpose of each such meeting to each director in
the manner provided in Section 9 of this Article III.

Section 7.	The act of the majority of the
directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

Section 8.	The Board of Directors, by the
affirmative vote of a majority of directors, and
irrespective of any personal interest of any of its
members, shall have authority to establish reasonable
compensation of all directors for services to the
Corporation as directors, officers or otherwise.  By
resolution, the Board of Directors may be paid for
expenses, if any, of attendance at each meeting of the
Board.

Section 9.	Whenever under the provisions of
the statutes or of the Articles of Incorporation or of
these Bylaws notice is required to be given to any
director, it shall not be construed to require personal
notice, but such notice may be given by telephone or by
telegram addressed to such director at such address as
appears on the books of the Corporation, or by hand
delivery to the regular office of the director, or by
mail by depositing the same in a post office or letter
box in a postpaid, sealed wrapper addressed to such
director at such address as appears on the books of the
Corporation.  Such notice shall be deemed to be given
at the time when the same shall be thus telephoned,
telegraphed, hand delivered or mailed.

Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except
where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

Section 10.	The Board of Directors may by
resolution provide for an Executive Committee of said
Board, which shall serve at the pleasure of the Board
of Directors and, during the intervals between the
meetings of said Board, shall possess and may exercise
any or all of the powers of the Board of Directors in
the management of the business and affairs of the
Corporation, except with respect to any matters which,
by resolution of the Board of Directors, may from time
to time be reserved for action by said Board.

Section 11.	The Executive Committee, if
established by the Board, shall consist of the
President of the Corporation and two additional
directors who shall be elected by the Board of
Directors to serve at the pleasure of said Board until
the first meeting of the Board of Directors following
the next annual meeting of shareholders and until their
successors shall have been elected.  Vacancies in the
Committee shall be filled by the Board of Directors.

Section 12.	Meetings of the Executive Committee
shall be held whenever called by the Chairman or by a
majority of the members of the Committee, and shall be
held at such time and place as shall be specified in
the notice of such meeting and shall be subject to the
provisions of Section 4 of this Article III.  The
Secretary shall give at least one day's notice of the
time, place and purpose of each such meeting to each
Committee member in the manner provided in Section 9 of
this Article III, provided, that if the meeting is to
be held outside of Kansas City, Missouri, at least
three days' notice thereof shall be given.

Section 13.	At all meetings of the Executive
Committee, a majority of the Committee members shall
constitute a quorum and the unanimous act of all the
members of the Committee present at a meeting where a
quorum is present shall be the act of the Executive
Committee.  All action by the Executive Committee shall
be reported to the Board of Directors at its meeting
next succeeding such action.

Section 14.	If all the directors severally or
collectively shall consent in writing to any action to
be taken by the directors, such consents shall have the
same force and effect as a unanimous vote of the
directors at a meeting duly held.  The Secretary shall
file such consents with the minutes of the meetings of
the Board of Directors.


		ARTICLE IV

		OFFICERS

Section 1.	The officers of the Corporation may
include a Chairman of the Board, a President, one or
more Vice Presidents, a Secretary, and a Treasurer, all
of whom shall be appointed by the Board of Directors.
Any one person may hold two or more offices except that
the offices of President and Secretary may not be held
by the same person.

Section 2.	The officers shall be elected
annually by the Board of Directors.  The office of the
Vice President may or may not be filled as may be
deemed advisable by the Board of Directors.

Section 3.	The Board of Directors may from
time to time appoint such other officers as it shall
deem necessary or expedient, who shall hold their
offices for such terms and shall exercise such powers
and perform such duties as the Board of Directors or
the President may from time to time determine.

Section 4.	The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by the
Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board.  If
the office of any officer becomes vacant for any
reason, or if any new office shall be created, the
vacancy may be filled by the Board of Directors.

Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by the Board of
Directors.


		ARTICLE V

	POWERS AND DUTIES OF OFFICERS

Section 1.	The Chairman of the Board shall be
the principal executive officer of the Corporation.
He/she shall preside at all meetings of the
shareholders and at all meetings of the Board of
Directors, and shall perform such other duties as the
Board of Directors shall from time to time prescribe.

Section 2.	The President shall have general
and active management of, and exercise general super-
vision of, the business and affairs of the Corporation,
subject, however, to the right of the Board of
Directors to delegate any specific power to any other
officer or officers of the Corporation, and shall see
that all orders and resolutions of the Board of
Directors are carried into effect.  He/she may sign
with the Secretary of the Corporation stock
certificates, deeds, mortgages, bonds, contracts or
other instruments; and in general shall perform all
duties incident to the office of president and such
other duties as may be prescribed by the Board of
Directors from time to time.  In the absence of the
Chairman of the Board, or if the office of Chairman of
the Board be vacant, the President shall preside at all
meetings of the shareholders and at all meetings of the
Board of Directors.

Section 3.	In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the powers
of the President, and shall perform such other duties
as from time to time may be assigned to him/her by the
President or by the Board of Directors.

Section 4.	The Secretary shall attend all
meetings of the shareholders, the Board of Directors
and the Executive Committee, if any, and shall keep the
minutes of such meetings.  He/she shall give, or cause
to be given, notice of all meetings of the
shareholders, the Board of Directors and the Executive
Committee, if any, and shall perform such other duties
as may be prescribed by the Board of Directors or
President.

The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State and
to the directors.  He/she shall in all respects perform
those usual and customary duties which such officer
performs in business corporations.

Section 5.	The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all
checks, drafts, vouchers or other instruments for the
payment of money to the Corporation and to deposit the
same to the credit of the Corporation in such
depositaries as may be designated by the Board of
Directors.  He/she is authorized to pay interest on
obligations and dividends on stocks of the Corporation
when due and payable.  He/she shall, when necessary or
proper, disburse the funds of the Corporation, taking
proper vouchers for such disbursements.  He/she shall
render to the Board of Directors and the President,
whenever they may require it, an account of all
transactions as Treasurer and of the financial
condition of the Corporation.  He/she shall perform
such other duties as may be prescribed by the Board of
Directors or the President.

Section 6.	Unless otherwise ordered by the
Board of Directors, the Chairman of the Board, the
President or any Vice President of the Corporation (a)
shall have full power and authority to attend and to
act and vote, in the name and on behalf of this
Corporation, at any meeting of shareholders of any
corporation in which this Corporation may hold stock,
and at any such meeting shall possess and may exercise
any and all of the rights and powers incident to the
ownership of such stock, and (b) shall have full power
and authority to execute, in the name and on behalf of
this Corporation, proxies authorizing any suitable
person or persons to act and to vote at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting the
person or persons so designated shall possess and may
exercise any and all of the rights and powers incident
to the ownership of such stock.


		ARTICLE VI

	CERTIFICATES OF STOCK

Section 1.	The Board of Directors shall
provide for the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.

Section 2.	Until otherwise ordered by the
Board of Directors, stock certificates shall be signed
by the Chairman of the Board, the President or a Vice
President and by the Secretary.  In case any officer or
officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any
stock 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 been delivered
by the Corporation, such certificate or certificates
may nevertheless be issued by the Corporation with the
same effect as if 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.

Section 3.	Transfers of stock shall be made on
the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the Board of Directors, only on surrender
and cancellation of the certificate transferred.  No
stock certificate shall be issued to a transferee until
the transfer has been made on the books of the
Corporation.  The person in whose name shares stand on
the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.


		ARTICLE VII

		DIVIDENDS

Dividends may be declared at such times as the
Board of Directors shall determine from the net
earnings, or earned surplus, in accordance with law.
Stock dividends may be declared if justified and
provided capital is not impaired by such action.


		ARTICLE VIII

		FISCAL YEAR

Section 1.	The fiscal year of the Corporation
shall be the calendar year.

Section 2.	As soon as practicable after the
close of each fiscal year, the Board of Directors shall
cause a report of the business and affairs of the
Corporation to be made to the shareholders.


		ARTICLE IX

		WAIVER OF NOTICE

Whenever by statute or by the Articles of
Incorporation or by these Bylaws any notice whatever is
required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.


		ARTICLE X

	INDEMNIFICATION BY THE CORPORATION

The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business
Corporation Law of Missouri, as now in effect or as
hereafter amended, any person made or threatened to be
made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation) by reason of the
fact that he/she is or was a director, officer,
employee or agent of the Corporation or serves any
other enterprises as such at the request of the
Corporation.

The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.  The
foregoing right of indemnification shall continue as to
a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


		ARTICLE XI

		AMENDMENTS

The Board of Directors may make, alter, amend or
repeal Bylaws of the Corporation by a majority vote of
the whole Board of Directors at any regular meeting of
the Board or at any special meeting of the Board if
notice thereof has been given in the notice of such
special meeting.  Nothing in this Article shall be
construed to limit the power of the shareholders to
make, alter, amend or repeal Bylaws of the Corporation
at any annual or special meeting of shareholders by a
majority vote of the shareholders present and entitled
to vote at such meeting, provided a quorum is present.

Exhibit b-91





                         State of Missouri
             Rebecca McDowell Cook, Secretary of State
     James C. Kirkpatrick State Information Center
600 W. Main Street, Rm 322, Jefferson City, MO  65101

Corporations Division
P.O. Box 778, Jefferson City, MO 65102




              Amended Articles Accepting
                Close Corporation Law
    (Submit in duplicate with filing fee of $525.00)


         The corporation's Articles of Incorporation
are hereby amended and restated by two-thirds of all
outstanding shareholders on May 16, 2000 to become a
statutory close corporation:


                     Article One
         The name of the corporation is KLT Energy
Services Inc.     and it is a statutory close
corporation.


                     Article Two

         The name and address of its initial registered
agent in this state is:

         Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company 221 Bolivar Street,
Jefferson City, MO 65101




                    Article Three

       (A)    The aggregate number, class and par
value, if any, of shares which the corporation shall
have authority to issue are as follows: 25,000 shares
of common stock, all of which are without par value.


       (B)    The preferences, qualifications,
limitations, restrictions, and the special or relative
rights, including convertible rights, if any, in
respect to the shares of each class are as follows:
There shall be no preferences, qualifications,
limitations, restrictions or special or relative
rights, including convertible rights, in respect of the
shares herein authorized.


                     Article Four

       (A)    The transfer of shares by a living
shareholder are as follows:
            1.     Governed by section 351.770; or
            2.     Stated as follows (state conditions
for transfer): There are no conditions or restrictions
on transfer.





       (B)    The transfer of shares of a deceased
shareholder are as follows:
            1.     Governed by sections 351.780, 785 &
790 and modified as follows (state modifying conditions
if any):


                   or











            2.     Governed by the following
conditions: There are no conditions or restrictions on
transfer.




                     Article Five
                     (Choose one)

         X The corporation does not have a board of
directors; or

          The number of directors to constitute the
first board of directors is
         Thereafter the number of directors shall be
fixed by. or the manner provided in the bylaws. Any
changes in the number will be reported to the Secretary
of State within thirty calendar days of such change; or

          The number of directors to constitute the
board of directors is     (The number of directors to
constitute the board of directors must be stated herein
if there are to be less than three directors. The
person to constitute the first board of directors may,
but not need, be named.)


                     Article Six

         The duration of the corporation is perpetual.


                    Article Seven

         The corporation is formed for the following
purposes: The corporation is organized to engage in any
lawful purpose.






                    Article Eight

         This close corporation shall be dissolved in
the following manner (complete both A & B):

       (A)    The following shareholder or shareholders
have authority to dissolve the corporation (indicate
all if all have authority and the percentage of votes
required to vote on the dissolution, otherwise list
name of individual shareholders with authority to
dissolve):   All shareholders have authority to vote on
a proposal of dissolution. Such proposal must be
approved by at least 2/3 of the votes entitled to be
cast on the proposal.


       (B)    The above shareholder or shareholders may
dissolve the corporation as follows:
             1.    At will (check here x    ); or
            2.     Upon the occurrence or the following
specified event(s) or contingencies):


                     Article Nine


         The following statement shall appear
conspicuously on each share certificate:

              The rights of shareholders in a statutory
close corporation may differ materially from the rights
of shareholders in other corporations. Copies of the
articles of incorporation and bylaws, shareholders'
agreements, and other documents, any of which may
restrict transfers and affect voting and other rights,
may be obtained by a shareholder on written request to
the corporation. (351.760, RSMo)


                     Article Ten
         (Any additional optional statements)







         The effective date of this document is the
date it is filed by the Secretary of State of Missouri,
unless you indicate a future date, as follows:
                  (Date may not be more than 90 days
after the filing date in this office)







         In affirmation thereof, the facts stated above
are true.

               /s/Gregory J. Orman
     Signature of Officer or Chairman of the Board

               Jeanie Sell Latz
          Printed or Typed Name of Incorporator

               May 16, 2000
               Date of Signature

Exhibit B-92

	KLT ENERGY SERVICES INC.




	AMENDED AND RESTATED
		BYLAWS


		JULY 3, 2000




	KLT ENERGY SERVICES INC.

	AMENDED AND RESTATED
		BYLAWS



		ARTICLE I

		OFFICES

Section 1.	The registered office of the
Corporation in the State of Missouri shall be at
Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company, 221 Bolivar Street
Jefferson City MO 65101.

Section 2.	The Corporation also may have
offices at such other places either within or without
the State of Missouri as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


		ARTICLE II

		SHAREHOLDERS

Section 1.	All meetings of shareholders shall
be held at such place within or without the State of
Missouri as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate a
place for said meeting to be held, then the same shall
be held at the registered office of the Corporation.

Section 2.	An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of
the Corporation and transacting such other business as
may properly be brought before the meeting.

Section 3.	Special meetings of the
shareholders may be called by the President or by the
holders of not less than one-fifth of all outstanding
shares entitled to vote at such meeting.

Section 4.	Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation laws
of the State of Missouri.  In case of a call for any
special meeting, the notice shall state the time, place
and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail
shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

Section 5.	Meetings of the shareholders may be
held without notice at any time and place, either
within or without the State of Missouri, if all
shareholders entitled to vote at any such meeting shall
have waived notice thereof or shall be present in
person or represented by proxy, and any action required
to be taken by shareholders may be taken at any such
meeting.

Section 6.	At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares
of the Corporation.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate
thereof kept in the State of Missouri, shall be prima
facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book
or to vote at any meeting of shareholders.

Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

Section 7.	Each outstanding share entitled to
vote under the provisions of the Certificate of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 8.	At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Certificate of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different location
and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be
present.  The time and place to which any such
adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such
adjournment to shareholders not present at the meeting.
 At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might
have been transacted at the meeting as originally
called.

Section 9.	Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.


Section 10.	The President of the Corporation
shall convene all meetings of the shareholders and
shall act as chairman thereof.  The Shareholders may
appoint any other officer of the Corporation or share-
holder to act as chairman of any meeting of the
shareholders in the absence of the President.

The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.

Section 11.	Unless otherwise provided by
statute or by the Certificate of Incorporation, any
action required to be taken by shareholders may be
taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect
to the subject matter thereof.


		ARTICLE III

		BOARD OF DIRECTORS

Section 1.	Pursuant to Section 351.805, RSMo,
the Articles of Incorporation of the Corporation
provide that the Corporation shall operate without a
board of directors.

Section 2.	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 shareholders.

Section 3.	Unless the Articles of
Incorporation provide otherwise, action requiring
director approval or both director and shareholder
approval is authorized if approved by the shareholders,
and action requiring a majority or greater percentage
vote of the board of directors is authorized if
approved by the majority or greater percentage of the
votes of shareholders entitled to vote on the action.

Section 4.	A requirement by a state of the
United States that a document delivered for filing
contained a statement that specified action has been
taken by the board of directors is satisfied by a
statement that the Corporation is a statutory close
corporation without a board of directors and that the
action was approved by the shareholders.

Section 5.	The shareholders by resolution may
appoint one or more shareholders to sign documents as
"designated directors".

Section 6.	A shareholder is not liable for his
act or omission, although a director would be, unless
the shareholder was entitled to vote on the action.

		ARTICLE IV

		OFFICERS

Section 1.	The officers of the Corporation may
include a President, one or more Vice Presidents, a
Secretary, and a Treasurer, all of whom shall be
appointed by the shareholders.  Any one person may hold
two or more offices except that the offices of
President and Secretary may not be held by the same
person.

Section 2.	The officers shall be elected
annually by the shareholders.  The office of the Vice
President may or may not be filled as may be deemed
advisable by the shareholders.

Section 3.	The shareholders may from time to
time appoint such other officers as they shall deem
necessary or expedient, who shall hold their offices
for such terms and shall exercise such powers and
perform such duties as the shareholders or the
President may from time to time determine.

Section 4.	The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by the
shareholders may be removed at any time by the
affirmative vote of the shareholders.  If the office of
any officer becomes vacant for any reason, or if any
new office shall be created, the vacancy may be filled
by the shareholders.

Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by the shareholders.


		ARTICLE V

	POWERS AND DUTIES OF OFFICERS

Section 1.	The President shall have general
and active management of, and exercise general super-
vision of, the business and affairs of the Corporation,
subject, however, to the right of the shareholders to
delegate any specific power to any other officer or
officers of the Corporation, and shall see that all
orders and resolutions of the shareholders are carried
into effect.  He/she may sign with the Secretary of the
Corporation stock certificates, deeds, mortgages,
bonds, contracts or other instruments; and in general
shall perform all duties incident to the office of
president and such other duties as may be prescribed by
the shareholders from time to time.  The President
shall preside at all meetings of the shareholders.

Section 3.	In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the powers
of the President, and shall perform such other duties
as from time to time may be assigned to him/her by the
President or by the shareholders.

Section 4.	The Secretary shall attend all
meetings of the shareholders and shall keep the minutes
of such meetings.  He/she shall give, or cause to be
given, notice of all meetings of the shareholders, and
shall perform such other duties as may be prescribed by
the shareholders or President.

The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State and
to the directors.  He/she shall in all respects perform
those usual and customary duties which such officer
performs in business corporations.

Section 5.	The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all
checks, drafts, vouchers or other instruments for the
payment of money to the Corporation and to deposit the
same to the credit of the Corporation in such
depositaries as may be designated by the shareholders.
 He/she is authorized to pay interest on obligations
and dividends on stocks of the Corporation when due and
payable.  He/she shall, when necessary or proper,
disburse the funds of the Corporation, taking proper
vouchers for such disbursements.  He/she shall render
to the shareholders and the President, whenever they
may require it, an account of all transactions as
Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as
may be prescribed by the shareholders or the President.

Section 6.	Unless otherwise ordered by the
shareholders, the President or any Vice President of
the Corporation (a) shall have full power and authority
to attend and to act and vote, in the name and on
behalf of this Corporation, at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting
shall possess and may exercise any and all of the
rights and powers incident to the ownership of such
stock, and (b) shall have full power and authority to
execute, in the name and on behalf of this Corporation,
proxies authorizing any suitable person or persons to
act and to vote at any meeting of shareholders of any
corporation in which this Corporation may hold stock,
and at any such meeting the person or persons so
designated shall possess and may exercise any and all
of the rights and powers incident to the ownership of
such stock.


		ARTICLE VI

	CERTIFICATES OF STOCK

Section 1.	The shareholders shall provide for
the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.


Section 2.	Until otherwise ordered by the
shareholders, stock certificates shall be signed by the
President or a Vice President and by the Secretary.  In
case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been
used on, any stock 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 been delivered by the Corporation, such
certificate or certificates may nevertheless be issued
by the Corporation with the same effect as if 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.

Section 3.	Transfers of stock shall be made on
the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the shareholders, only on surrender and
cancellation of the certificate transferred.  No stock
certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation.
 The person in whose name shares stand on the books of
the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation.


		ARTICLE VII

		DIVIDENDS

Dividends may be declared at such times as the
shareholders shall determine from the net earnings, or
earned surplus, in accordance with law.  Stock
dividends may be declared if justified and provided
capital is not impaired by such action.


		ARTICLE VIII

		FISCAL YEAR

Section 1.	The fiscal year of the Corporation
shall be the calendar year.


		ARTICLE IX

		WAIVER OF NOTICE

Whenever by statute or by the Certificate of
Incorporation or by these Bylaws any notice whatever is
required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.



		ARTICLE X

	INDEMNIFICATION BY THE CORPORATION

The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business
Corporation Law of Missouri, as now in effect or as
hereafter amended, any person made or threatened to be
made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation) by reason of the
fact that he/she is or was a shareholder, officer,
employee or agent of the Corporation or serves any
other enterprises as such at the request of the
Corporation.

The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.  The
foregoing right of indemnification shall continue as to
a person who has ceased to be a shareholder, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


		ARTICLE XI

		AMENDMENTS

The shareholders may make, alter, amend or repeal
Bylaws of the Corporation at any annual or special
meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such
meeting, provided a quorum is present.

                                                     Exhibit B-93

                        State of Delaware

                    Certificate of Formation

1.   This Certificate of Formation of Custom Energy, L.L.C. (the
"Company"), dated as of May 16, 1997, is being duly executed and
filed by KLT Energy Services, Inc. as an authorized entity, to
form a limited liability company under the Delaware Limited
Liability Company Act (6 Del. C. 18-101, et seq.)

2.   The name of the Limited Liability Company is Custom Energy,
L.L.C.

3.   The address of the Limited Liability Company's Registered
Office within the State of Delaware is 1209 Orange Street,
Wilmington, Delaware 19801.  The name of the Limited Liability
Company's registered agent at such address is The Corporation
Trust Company.

4.   The latest date on which the limited liability company is to
dissolve is December 31, 2047.

     IN WITNESS WHEREOF, the undersigned Authorized Person has
executed this Certificate of Formation of Custom Energy, L.L.C.
this 16th day of May, 1997.


                                   KLT Energy Services, Inc.

                                   By:  /s/ Gregory J. Orman

                                   Name:  Gregory J. Orman

                                   Title: President




      Certificate of Amendment to Certificate of Formation

                               of

                      Custom Energy, L.L.C.

     It is hereby certified that:

     1.  The name of the limited liability company (hereinafter
called the "limited liability company") is CUSTOM ENERGY, L.L.C.

     2.  The certificate of formation of the limited liability
company is hereby amended by striking out Article Second thereof
and by substituting in lieu of said Article the following new
Article:

          "Second:  The name and address of the registered agent
          of the limited liability company within the State of
          Delaware is:

               Corporation Service Company
               1013 Centre Road
               Wilmington, Delaware 19805"

Executed on: 21 January 1998


                                        /s/ Mark G. English
                                        Mark G. English
                                        Secretary



                        STATE OF DELAWARE

                    CERTIFICATE OF AMENDMENT
                               OF
                      CUSTOM ENERGY, L.L.C.

     The undersigned, an authorized natural person, for the
purpose of amending the Certificate of Formation of Custom
Energy, L.L.C., a limited liability company, under the provisions
and subject to the requirements of the State of Delaware
(particularly Chapter 18, Title 6 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "Delaware limited Liability
Company Act"), hereby certifies that:

     FIRST:  The name of the limited liability company
(hereinafter called the "limited liability company") is Custom
Energy, L.L.C.  The Certificate of Formation of the limited
liability company was filed for record in the Office of the
Secretary of State of Delaware on May 19, 1997.

     SECOND:  The Certificate of Formation of the limited
liability company is hereby amended by deleting Section 2 thereof
and inserting the following in lieu thereof:

     "2.  The name of the Limited Liability Company is Custom
Energy Holdings, L.L.C."

Executed on August 31, 1999.


                         /s/ Gregory J. Orman
                         Gregory J. Orman, Authorized Person

                                                     Exhibit B-94


                      AMENDED AND RESTATED

              LIMITED LIABILITY COMPANY AGREEMENT

                               OF

                 CUSTOM ENERGY HOLDINGS, L.L.C.

                               A

               DELAWARE LIMITED LIABILITY COMPANY

                    DATED DECEMBER 31, 1999
                       TABLE OF CONTENTS
                                                             Page

ARTICLE 1
THE LIMITED LIABILITY COMPANY                                   1
     1.1  Formation of Limited Liability Company                1
     1.2  Registered Office and Agent                           2
     1.3  Purpose                                               2
     1.4  Principal Place of Business                           2
     1.5  Property                                              2
     1.6  No State Law Partnership                              3
     1.7  Limited Authority of Members                          3

ARTICLE 2
DEFINITIONS                                                     3
     2.1  Definitions                                           3
          (a)  "Affiliate"                                      3
          (b)  "Capital Account"                                3
          (c)  "Capital Contribution" or "Capital
               Contributions"                                   4
          (d)  "CEL"                                            4
          (e)  "Economic Interest"                              4
          (f)  "Economic Interest Owner"                        5
          (g)  "Liquidation Value"                              5
          (h)  "Majority in Interest"                           5
          (i)  "Management Committee"                           5
          (j)  "Member"                                         5
          (k)  "Net Profits" and "Net Losses"                   5
          (l)  "Operating Costs"                                6
          (m)  [omitted]                                        6
          (n)  "Person"                                         6
          (o)  "Preferred Rate"                                 6
          (p)  "Preferred Return"                               6
          (q)  "Preferred Return Account"                       7
          (r)  "Proceeds"                                       7
          (s)  "Remaining Liquidation Value"                    7
          (t)  "Residual Capital Account Balance"               7
          (u)  "SEL"                                            7
          (v)  "Series"                                         7
          (w)  "Series CE Economic Interest"                    7
          (x)  "Series CE Voting Interest"                      7
          (y)  "Series CEL Common Economic Interest"            7
          (z)  "Series CEL Preferred Economic Interest"         8
          (aa) "Series CEL Common Voting Interest"              8
          (bb) "Series CEL Preferred Voting Interest"           8
          (cc) "Series SEL Economic Interest"                   8
          (dd) "Series SEL Voting Interest"                     8
          (ee) "Subsidiary"                                     8
          (ff) "Unit"                                           8
          (gg) "Voting Interest"                                8
     2.2  Other Definitional Provisions.                        9

ARTICLE 3
MANAGEMENT                                                      9
     3.1  Management Committee                                  9
     3.2  Chairman and Other Officers                          10
     3.3  Meetings                                             10
     3.4  Quorum                                               10
     3.5  Voting                                               10
     3.6  Action Without A Meeting                             10
     3.7  Telephone Meetings                                   11
     3.8  Waiver of Notice                                     11
     3.9  Salary and Expenses                                  11
     3.10 Powers of Members                                    11
     3.11 Powers of the Management Committee                   11
     3.12 Duties of Chief Executive Officer                    12
     3.13 Removal or Resignation of Chief Executive Officer    13
     3.14 Compensation of Chief Executive Officer              14
     3.15 Restrictions on the Members                          14

ARTICLE 4
RIGHTS AND OBLIGATIONS OF MEMBERS                              14
     4.1  Limitation of Liability                              14
     4.2  Company Liabilities                                  14
     4.3  Priority and Return of Capital                       14
     4.4  Liability of a Member or Economic Interest
          Owner to the Company                                 14
     4.5  Independent Activities                               14

ARTICLE 5
MEETINGS OF MEMBERS                                            15
     5.1  Annual Meeting                                       15
     5.2  Special Meetings                                     15
     5.3  Place of Meetings                                    15
     5.4  Notice of Meetings                                   15
     5.5  Meeting of all Members                               15
     5.6  Record Date                                          16
     5.7  Quorum                                               16
     5.8  Voting                                               16
     5.9  Proxies                                              16
     5.10 Action by Members without a Meeting                  16
     5.11 Waiver of Notice                                     17
     5.12 Chairperson of Meeting; Designation of Authorized
          Representatives                                      17

ARTICLE 6
CAPITAL CONTRIBUTIONS                                          17
     6.1  Initial Capital Contributions                        17
     6.2  Additional Capital Contributions                     17
          6.2.1 Series CEL Additional Contributions.           17
          6.2.2 Series CE and SEL Additional Capital
          Contributions                                        18
     6.3  Breach or Violation of Indemnity Obligations         19
     6.4  Negative Preference Contributions                    19
     6.5  Capital Accounts of Members                          21
     6.6  Adjustment of Interests                              21
     6.7  Interest and Other Amounts                           21
     6.8  Amendment of Documents                               22
     6.9  Withdrawal of Capital Contribution                   22
     6.10 Loans of Members                                     22

ARTICLE 7
ALLOCATIONS                                                    22
     7.1  Net Profits of Series CE                             22
     7.2  Net Losses for Series CE                             22
     7.3  Net Profits of Series SEL                            23
     7.4  Net Losses for Series SEL                            23
     7.5  Gross Income, Net Profits and Net Losses
          of Series CEL                                        23
          7.5.1 Gross Income Allocation.                       23
          7.5.2 Net Profits.                                   23
          7.5.3 Net Losses.                                    24
          7.5.4 Contribution and Deduction with Respect
                to CEL Phantom Stock Plan                      24
     7.6  Special Allocations                                  24

ARTICLE 8
ACCOUNTING, DISTRIBUTIONS AND TAXES                            24
     8.1  Distribution of Cash for Series SEL                  24
     8.2  Distribution of Cash for Series CE.                  25
     8.3  Distribution of Cash for Series CEL.                 25
     8.4  Other Distributions.                                 26
     8.5  Accounting                                           27
     8.6  Tax Elections                                        27
     8.7  Tax Matters Partner                                  27

ARTICLE 9
REPRESENTATIONS AND WARRANTIES                                 28
     9.1  In General                                           28

ARTICLE 10
RESTRICTIONS ON TRANSFER                                       29
     10.1 General.                                             29
     10.2 Transferee Not Member in Absence of Consent.         30
     10.3 Right of First Offer                                 30
     10.4 Co-Sale Rights.                                      31
     10.5 Come Along Rights.                                   31

ARTICLE 11
ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS                  32
     11.1 Admission of Successor Members or New Members        32
     11.2 Financial Adjustments                                33

ARTICLE 12
TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION           33
     12.1 Term                                                 33
     12.2 Withdrawal of a Member                               33
     12.3 Events of Dissolution                                34
     12.4 Bankruptcy of a Member                               35
     12.5 Option to Purchase                                   36
     12.6 Cessation of Business                                36
     12.7 Winding Up. Liquidation. and Distribution of Assets  36
     12.8 Certificate of Cancellation                          37
     12.9 Return of Contribution Nonrecourse to Other Members  37

ARTICLE 13
MISCELLANEOUS PROVISIONS                                       37
     13.1 Waiver of Right of Partition                         37
     13.2 Special Provisions Relating to Series CEL.           37
     13.3 Notices                                              38
     13.4 Governing Law                                        38
     13.5 Entire Agreement                                     38
     13.6 Binding Agreement                                    38
     13.7 Interpretation                                       38
     13.8 Severability                                         38
     13.9 Waiver                                               38
     13.10Equitable Remedies                                   39
     13.11Attorney's Fees                                      39
     13.12Counterparts                                         39
     13.13Saving Clause                                        39
     13.14Further Documentation                                39
     13.15Incorporation of Recitals                            39
     13.16Indemnification.                                     39
     13.17Holdings-Put Option.                                 40

EXHIBIT A                                                      44

Exhibit B                                                      46



                      AMENDED AND RESTATED

              LIMITED LIABILITY COMPANY AGREEMENT

                               OF

                 CUSTOM ENERGY HOLDINGS, L.L.C.

     THIS LIMITED LIABILITY COMPANY AGREEMENT ("LLC Agreement"),
is made and entered into this 31st day of December, 1999, by and
between KLT Energy Services Inc., a Missouri corporation ("KLT"),
Environmental Lighting Concepts, Inc., a Minnesota corporation
("ELC"), MTB Energy, Inc., a Missouri corporation ("MTB") and SE
Holdings, L.L.C., a Delaware limited liability company
("Holdings") (KLT, ELC, MTB and Holdings are each hereinafter
referred to as a "Member").

     WHEREAS, the Members organized this limited liability
company under the Delaware Limited Liability Company Act (the
"Delaware Act") on or about May 19, 1997 under the name of Custom
Energy, L.L.C.;

     WHEREAS, the Members have decided to change the name of this
Company to Custom Energy Holdings, L.L.C. and to drop down the
operational assets owned by this Company to a newly-formed
Delaware limited liability company to be named Custom Energy,
L.L.C. ("CEL") (the name change and assets drop down hereinafter
are referred to as the "Restructuring");

     WHEREAS, after completion of the Restructuring, this Company
shall solely act as a holding company and shall only hold all of
the ownership interests of Custom Energy, L.L.C. and Strategic
Energy, L.L.C., a Delaware limited liability company ("SEL");

     WHEREAS, the Members have decided to adjust their respective
ownership interests in this Company, providing for different
sharing of the profits and losses attributable to the operations
of CE and SEL;

     NOW, THEREFORE, in consideration of the mutual covenants and
benefits set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

                           ARTICLE 1
                 THE LIMITED LIABILITY COMPANY

     1.1  Formation of Limited Liability Company.  The
Certificate of Formation of Custom Energy, L.L.C. (the "Company")
was filed in the office of the Secretary of State of Delaware
pursuant to the Delaware Act on the 19th day of May, 1997,
amended in the office of the Secretary of State of Delaware
pursuant to the Delaware Act on the 8th day of December,
1999 to amend the Company's name, and is hereby ratified by each
of the Members.  All prior agreements concerning the subject
matter of this LLC Agreement are canceled and shall have no
further effect.

      1.2 Registered Office and Agent. The address of the
Company's registered office in the State of Delaware is located
at 1013 Centre Road, Wilmington, Delaware 19805, or any other or
additional place or places as the Members may determine from time
to time, and the registered agent at such office is The
Corporation Service Company.

     In the event the registered agent ceases to act as such for
any reason or the registered office shall change, the Management
Committee shall promptly designate a replacement registered agent
or registered office as the case may be, and make the appropriate
filings with the secretary of state.  If the Management Committee
shall fail to designate a replacement registered agent or
registered office, as the case may be, then any one Member may
designate a replacement registered agent or registered office and
make the appropriate filings in the Office of the Secretary of
State of Delaware.

     1.3  Purpose.  The purpose and business of the Company shall
be to own or invest in business ventures which undertake (i) to
engage in the business of designing and installing energy
efficient lighting systems and equipment in existing facilities,
including commercial, industrial, retail, health care, municipal,
governmental or school district facilities, (ii) to provide
energy management services and energy audits, including
consulting, contracting for installation of equipment and/or
energy efficient measures, energy control devices, maintenance of
energy related equipment and energy usage monitoring services and
(iii) to provide power supply coordination services, direct power
and gas, and competitive power purchasing strategies to
commercial and industrial customers, and to do all other things
which are reasonably incidental to the foregoing. The Company may
transact any or all other lawful business for which a limited
liability company may be organized under the Delaware Act upon
the affirmative vote or consent of all of the Members of the
Company specifically authorizing any such other lawful business.

     1.4  Principal Place of Business. The principal place of
business of the Company shall be 9217 Cody, Overland Park, Kansas
66214, or at such other place or places within or without the
State of Delaware as the Management Committee may designate from
time to time.

     1.5  Property.  All assets, including real and personal
property owned and held by the Company shall be owned by the
Company in the name of the Company and no Member or Economic
Interest Owner shall have any ownership interest in such property
in its individual name or right.  Each Member's or Economic
Interest Owner's interest in the Company shall be personal
property for all purposes.  Any deed, bill of sale, mortgage,
lease, contract of sale or other instrument purporting to convey
or encumber any interest in the property of the Company shall be
signed only as authorized by the affirmative vote or consent of
the Members as provided in this LLC Agreement.

     1.6  No State Law Partnership  The Members have formed the
Company under the Delaware Act, and intend that the Company shall
not be a partnership (including, without limitation, a limited
partnership) or joint venture, that no Member shall be a partner
of, or a joint venturer with, any other Member for any purpose,
other than for United States federal and state tax purposes, and
that this Agreement shall not be construed to suggest otherwise.

     1.7  Limited Authority of Members.  No Member shall have any
authority to bind the Company as to any matter except as
expressly provided herein.

                           ARTICLE 2
                          DEFINITIONS

     2.1  Definitions. As used in this LLC Agreement:

          (a)  "Affiliate" means, when used with reference to a
specified Person, (i) any Person directly or indirectly
controlling, controlled by or under common control with such
specified Person, (ii) any Person owning or controlling 10
percent or more of the outstanding voting securities of such
specified Person, and (iii) any officer, director or partner of
such specified Person or of any Person specified in (i) or (ii)
above.  The term "Affiliate" shall not include any Person
providing legal, accounting or other professional services to the
Company solely on account of providing such services.

          (b)  "Capital Account" means, with respect to any
Member or Economic Interest Owner, the Capital Account maintained
for such Person in accordance with the following provisions:

               (i)  To each Person's Capital Account there shall
be credited such Member's or Economic Interest Owner's Capital
Contributions, such Member's or Economic Interest Owner's
distributive share of Net Profits and any items in the nature of
income or gain which are specially allocated pursuant to Article
7 hereof, and the amount of any Company liabilities assumed by
such Member or Economic Interest Owner or which are secured by
any Property distributed to such Member or Economic Interest
Owner.

               (ii) To each Member's or Economic Interest Owner's
Capital Account there shall be debited the amount of cash and the
Gross Asset Value of any Property distributed to such Member or
Economic Interest Owner pursuant to any provision of this LLC
Agreement, such Member's or Economic Interest Owner's
distributive share of Net Losses and any items in the nature of
expenses or losses which are specially allocated pursuant to
Article 7 hereof, and the amount of any liabilities of such
Member or Economic Interest Owner assumed by the Company or which
are secured by any property contributed by such Member or
Economic Interest Owner to the Company.

               (iii)     In the event any interest in the Company
is transferred in accordance with the terms of this LLC
Agreement, the transferee shall succeed to the Capital Account of
the transferor to the extent it relates to the transferred
interest.

               (iv) In determining the amount of any liability
for purposes of Sections 2.1(b)(i) and 2.1(b)(ii) hereof, there
shall be taken into account Code Section 752(c) and any other
applicable provisions of the Code and Regulations.

     The foregoing provisions and the other provisions of this
LLC Agreement relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall
be interpreted and applied in a manner consistent with such
Regulations.  In the event the Management Committee shall
determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto (including,
without limitation, debits or credits relating to liabilities
which are secured by contributed or distributed property or which
are assumed by the Company or the Members and Economic Interest
Owners), are computed in order to comply with such Regulations,
such modification shall be made, provided that it is not likely
to have a material effect on the amounts distributable to any
Member or Economic Interest Owner.  Adjustments and modifications
also shall be made as are necessary or appropriate to maintain
equality between the Capital Accounts of the Members and Economic
Interest Owners and the amount of Company capital reflected on
the Company's balance sheet, as computed for book purposes in
accordance with Regulations Section 1.704-1(b)(2)(iv)(g).  The
Capital Accounts shall contain appropriate subaccounts for each
Series owned by a Member or Economic Interest Owner.

          (c)  "Capital Contribution" or "Capital Contributions"
means, with respect to any Member or Economic Interest Owner, the
amount of money and the Gross Asset Value of any property (other
than money) contributed to the Company with respect to the
Economic or Voting Interest of a Series held by such Member or
Economic Interest Owner pursuant to the terms of this LLC
Agreement.  The Capital Contributions of the Members as of the
date of this Amended and Restated LLC Agreement are set forth on
Exhibit A hereto, which is incorporated herein by this reference.

          (d)  "CEL" shall mean Custom Energy, L.L.C., a Delaware
limited liability company.

          (e)  "Economic Interest" shall mean, for each Series,
the ownership interest of a Person in the Company's Net Profits,
Net Losses and the distribution of Net Profits and/or the
Company's assets pursuant to this LLC Agreement and the Delaware
Act, but shall not include any right to vote on, consent to or
otherwise participate in any decision of the Members in the
management of the Company, nor any right to appoint a
representative of the Management Committee.  Series CE Economic
Interests, Series CEL Common Economic Interests, Series CEL
Preferred Economic Interests and Series SEL Economic Interests
are, individually and collectively, "Economic Interests" of the
Company.

          (f)  "Economic Interest Owner" shall mean any Person
who owns an Economic Interest in a Series, but is not a Member.

          (g)  "Liquidation Value" shall mean with respect to the
Series CEL Preferred Economic Interest the amount set forth in
Exhibit A.

          (h)  "Majority in Interest" shall mean fifty-one
percent (51%) or more of the Voting Interests of a Series held by
the Members determined pursuant to an affirmative vote or consent
of the Members at the time the Majority in Interest provision
applies.

          (i)  "Management Committee" shall mean the committee of
the Company, appointed by the Members and established pursuant to
Article 3 of this LLC Agreement.

          (j)  "Member" shall mean any person executing this LLC
Agreement from time to time and as otherwise admitted as a member
of the Company as provided in Section 11.1 of this LLC Agreement.

          (k)  "Net Profits" and "Net Losses" means, for each
Series and for each fiscal year, an amount equal to the Company's
taxable income or loss attributable to such Series for such
fiscal year, determined in accordance with Code Section 703(a)
(for these purposes, all items of income, gain, loss, or
deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

               (i)  Any income of the Company that is exempt from
federal income tax and not otherwise taken into account in
computing Net Profits or Net Losses pursuant to this Section
2.1(k) shall be added to such taxable income or loss;

               (ii) Any expenditures of the Company described in
Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
computing Net Profits or Net Losses pursuant to this Section
2.1(k) shall be subtracted from such taxable income or loss;

               (iii)     In the event the Gross Asset Value of
any Company asset is adjusted pursuant to Section (b)(ii) or
Section (b)(iii) of Exhibit B hereof, the amount of such
adjustment shall be taken into account as gain or loss from the
disposition of such asset for purposes of computing Net Profits
or Net Losses for the applicable Series;

               (iv) Gain or loss resulting from any disposition
of property with respect to which gain or loss is recognized for
federal income tax purposes shall be computed by reference to the
Gross Asset Value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its
Gross Asset Value;

               (v)  In lieu of the depreciation, amortization,
and other cost recovery deductions taken into account in
computing such taxable income or loss, there shall be taken into
account Depreciation for such fiscal year, computed in accordance
with (d) of Exhibit B hereof;

               (vi) To the extent an adjustment to the adjusted
tax basis of any Company asset is required pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into
account in determining Capital Accounts as a result of a
distribution other than in liquidation of a Member's or Economic
Interest Owner's interest in the Company, the amount of such
adjustment shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment
decreases the basis of the asset) from the disposition of the
asset and shall be taken into account for purposes of computing
Net Profits or Net Losses; and

               (vii)     Notwithstanding any other provision of
this Section 2.1(k), any items which are specially allocated
pursuant to Article 7 hereof shall not be taken into account in
computing Net Profits or Net Losses.

     The amounts of the items of Company income, gain, loss or
deduction available to be specially allocated pursuant to Article
7 hereof shall be determined by applying rules analogous to those
set forth in Sections (e)(i) through (e)(iv) of Exhibit B.  The
Net Profits or Net Losses (or items of income, gain, loss or
deduction) for the Series CEL interests shall be the Company's
Net Profits or Net Losses (or items of income, gain, loss or
deduction) realized by CEL and the Net Profits and Losses (or
items of income, gain, loss or deduction) for the Series SEL
interests attributable to shall be the Company's Net Profits or
Net Losses (or items of income, gain, loss or deduction) realized
by SEL.  The Series CE Net Profits or Net Losses (or items of
income, gain, loss or deduction) shall be the Company's Net
Profits and Net Losses (or items of income, gain, loss or
deduction) not realized by CEL or SEL.

          (l)  "Operating Costs" shall mean, with respect to each
Series and for any period, all cash expenditures incurred
incident to the normal operation of the Company's business and
any amounts determined by the Management Committee, from time to
time, to be reasonably necessary to provide a reserve for the
operations, expenses, debt payments, capital improvements, and
contingencies of the Company with respect to such Series.

          (m)  [omitted]

          (n)  "Person" shall include any individual, trust,
estate, corporation, partnership, limited liability company,
association or other entity.

          (o)  "Preferred Rate" shall mean 10.5 percent annually,
except during the time that there is a positive balance in the
Preferred Return Account such rate shall be 14 percent annually.

          (p)  "Preferred Return" shall mean an aggregate amount
equal to that rate of return which is the Preferred Rate per
annum (compounded quarterly) on the Remaining Liquidation Value
and any balance in the Preferred Return Account.

          (q)  "Preferred Return Account" shall mean, with
respect to each Series CEL Preferred Economic Interest holder, an
amount, from time to time, equal to the amount of Preferred
Return payable to such holder less the amount distributed to such
holder pursuant to Section 8.3.1 of this LLC Agreement.

          (r)  "Proceeds" shall mean, with respect to any period
and for each Series, gross receipts received by the Company from
all sources during such period, including, without limitation,
all sales, other dispositions, and refinancing of the Company's
property, but does not include Capital Contributions as provided
for in Article 6 of this LLC Agreement.

          (s)  "Remaining Liquidation Value" means with respect
to a Series CEL Preferred Economic Interest the Liquidation Value
less all prior distributions made by the Company to the holder of
such interest pursuant to Section 8.3.3 of this LLC Agreement.

          (t)  "Residual Capital Account Balance" means the
excess (if any) of the amount of a Member's or Economic Interest
Owner's positive Adjusted Capital Account Balance over the amount
of such Member's or Economic Interest Owner's Preference
Contributions Account balance.

          (u)  "SEL" shall mean Strategic Energy, L.L.C., a
Delaware limited liability company.

          (v)  "Series" shall mean a division of Economic
Interest or Voting Interest, having separate rights, power and
duties, with respect to specified property or obligations of the
Company, or profits and losses associated with specified property
or obligations, as set forth in this LLC Agreement.

          (w)  "Series CE Economic Interest" shall mean the
ownership interest of a Person, expressed in Units, in the
Company's Net Profits, Net Losses and the distribution of cash or
property and/or the Company's assets which do not arise from and
are not associated with any other Series of Economic Interest.

          (x)  "Series CE Voting Interest" shall mean the voting
rights of a Person, expressed in Units, in the Company (including
without limitation, the right to appoint representatives to the
Management Committee as herein provided), with respect to matters
which do not pertain to and do not arise out of the Company's
ownership interest in CEL and SEL, as set forth in this LLC
Agreement.

          (y)  "Series CEL Common Economic Interest" shall mean
the ownership interest  of a Person, expressed in Units, in the
Company's Net Profits, Net Losses and the distribution of cash or
property and/or the Company's assets arising from or associated
with the Company's ownership interest in CEL, as set forth in
this LLC Agreement.

          (z)  "Series CEL Preferred Economic Interest" shall
mean the ownership interest of a Person, expressed in Units, in
the Company's profits, losses and the distribution of cash or
property and/or the Company's assets arising from or associated
with the Company's ownership interests in CEL, as set forth in
this LLC Agreement.

          (aa) "Series CEL Common Voting Interest" shall mean the
voting rights of a Person, expressed in Units, in the Company
(including without limitation, the right to appoint
representatives to the Management Committee as herein provided),
with respect to matters pertaining to or arising out of the
Company's ownership interest in CEL, as set forth in this LLC
Agreement.

          (bb) "Series CEL Preferred Voting Interest" shall mean
the voting rights of a Person, expressed in Units, in the Company
(including without limitation, the right to appoint
representatives to the Management Committee as herein provided),
with respect to matters pertaining to or arising out of the
Company's ownership interest in CEL, as set forth in this LLC
Agreement.

          (cc) "Series SEL Economic Interest" shall mean the
ownership interest of a Person, expressed in Units, in the
Company's Net Profits, Net Losses and the distribution of cash or
property and/or the Company's assets arising from or associated
with the Company's ownership interests in SEL, as set forth in
this LLC Agreement.

          (dd)      "Series SEL Voting Interest" shall mean the
voting rights of a Person, expressed in Units, in the Company
(including without limitation, the right to appoint
representatives to the Management Committee as herein provided),
with respect to matters pertaining to or arising out of the
Company's ownership interest in SEL, as set forth in this LLC
Agreement.

          (ee) "Subsidiary" means, with respect to the Company,
any Person of which securities or other ownership interests
having ordinary voting power to elect at least a majority of the
board of directors or other persons performing similar functions
are at the same time directly owned or indirectly owned by the
Company.

          (ff) "Unit" shall mean a fraction of an Economic
Interest or a Voting Interest, as the case may be, the numerator
of which shall be one (1), and the denominator of which shall be
the total number of issued and outstanding Units of the Company.

          (gg) "Voting Interest" shall mean, with respect to any
Member and for each Series, such Person's ownership of voting
rights in the Company (including without limitation the right to
appoint representatives to the Management committee as herein
provided), as set forth in this Agreement.  Series CE Voting
Interests, Series CEL Common Voting Interests, Series CEL
Preferred Voting Interests and Series SEL Voting Interests are,
individually and collectively, "Voting Interests".

     2.2  Other Definitional Provisions.

          (a)  Exhibit B hereto contains definitions of certain
additional terms used therein.

          (b)  As used in this Agreement, accounting terms not
defined in this Agreement shall have the respective meanings
given to them under generally accepted accounting principles.

          (c)  The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision
of this Agreement, and Article, section, subsection, schedule and
exhibit references are to this Agreement unless otherwise
specified.

          (d)  Words of the masculine gender shall be deemed to
include the feminine or neuter genders, and vice versa, where
applicable.

          (e)  Words of the singular number shall be deemed to
include the plural number, and vice versa, where applicable.

                           ARTICLE 3
                           MANAGEMENT

          3.1  Management Committee.  The business and affairs of
the Company shall be controlled and managed by a Management
Committee which, subject to the provisions and limitations
contained in this LLC Agreement and any applicable law, shall
have the power and authority to take, or cause to be taken, any
and all actions necessary and proper to conduct the business
affairs of the Company and carry out its duties as described in
this LLC Agreement.  The Members acknowledge and agree that this
Company acts solely as a holding company for the ownership
interests in subsidiary operating companies, and that each such
operating company is managed by its own management committee.
The Company and its Management Committee shall have the
authority, as set forth in this LLC Agreement, only as to
decisions with respect to the management of this Company and the
sale of its assets (subject in certain cases to the approval of
the respective Subsidiary management committees)..

          The Management Committee shall consist of four (4)
representatives, one (1) of whom shall be appointed by KLT, one
(1) of whom shall be appointed by MTB, one (1) of whom shall be
appointed by ELC, and one (1) of whom shall be appointed by
Holdings.  In the event of the resignation or death of a
representative, the vacancy shall be promptly filled by a nominee
of the Member who appointed the departing representative.  The
appointment of each representative on the Management Committee
subsequent to the initial representatives named this Section 3.1
shall be evidenced by an appointment, and acceptance of
appointment, in a writing delivered to the Company by the Member
entitled to appoint such representative.  Each representative
will serve on the Management Committee at the pleasure of the
Member appointing him or her.  The Management Committee shall, as
of the date of this LLC Agreement, consist of Ronald G. Wasson
appointed by KLT), Gregory J. Orman (appointed by ELC),  L. Tim
Clemons (appointed by MTB), and Richard M. Zomnir (appointed by
Holdings).

          If a Member transfers all of its Economic Interests in
all Series and the transferee thereof is admitted as a Member of
the Company as provided in Section 11.1 of this LLC Agreement,
then the transferee of such Economic Interest shall succeed to
such Member's rights to appoint representatives to the Management
Committee as provided in this Section 3.1.

     3.2  Chairman and Other Officers.  A representative on the
Management Committee shall serve as the Chairman of the
Management Committee and as Chief Executive Officer of the
Company.  The initial Chairman of the Management Committee and
Chief Executive Officer of the Company shall be Gregory J. Orman.
The Chief Executive Officer shall have those duties and
responsibilities as are outlined in Section 3.12 hereof.  The
Company shall have such other officers as may be appointed by the
Management Committee, or in the absence of such appointment, as
designated by the Chairman of the Management Committee. The
Chairman of the Management Committee shall preside at all
meetings of the Management Committee, and shall have such other
duties and responsibilities as may be assigned by the Management
Committee from time to time.

     3.3  Meetings.  The Management Committee shall have
quarterly meetings within eight weeks after the end of each
fiscal quarter.  Meetings of the Management Committee may be
called by either the Chairman of the Management Committee, or by
another representative on the Management Committee, by written
notice designating the time and place of the meeting sent to each
representative not fewer than five (5) nor more than ten (10)
days before the date of the meeting to the address of the Member
appointing such representative. If no place is designated, then
the meeting shall be held at the Company's principal place of
business.  If all of the representatives to the Management
Committee meet at any time and place, the meeting shall be valid
without call or notice and any lawful action may be taken at such
meeting.

     3.4  Quorum.  The presence of three (3) representatives of
the Management Committee shall constitute a quorum at any duly
called meeting of the Management Committee.

     3.5  Voting.  Each representative on the Management
Committee shall be entitled to an equal vote upon each matter
submitted or required to be submitted to a vote at a meeting of
the Management Committee.  An affirmative vote of three
representatives shall be required to approve the action to be
taken by the Management Committee.

     3.6  Action Without A Meeting.  Any action which is required
or permitted to be taken at a meeting of the Management Committee
may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the actions so
taken, is signed by each of the representatives to the Management
Committee and filed with the Company.

     3.7  Telephone Meetings. Representatives of the Management
Committee may participate in a meeting of the Management
Committee by means of conference telephone or other similar
communication equipment whereby all persons participating in the
meeting can hear each other.  Participation in the meeting in
this manner constitutes presence in person at the meeting.

     3.8  Waiver of Notice.  Whenever any notice is required to
be given to any representative to the Management Committee, a
waiver of the notice in writing signed by the person entitled to
the notice, whether before, at or after the time stated therein,
and delivered to the Company for inclusion in the minutes or
filing with the Company's records, shall be deemed equivalent to
the giving of such notice.

     3.9  Salary and Expenses.  Representatives serving on the
Management Committee, as such, shall not receive any stated
salary for their services on the Management Committee, but by
resolution of the Management Committee may receive reimbursement
of expenses of attendance at each meeting of the Management
Committee.

     3.10 Powers of Members.  The Members shall have the sole and
exclusive power to approve the following, upon the unanimous
consent of all Members holding Series CE Voting Interests, or
Voting Interests in the relevant Series as the case may be:

          3.10.1    Amend this LLC Agreement;

          3.10.2    Take any action or fail to take any action
with respect to any Series in contravention of this LLC
Agreement;

          3.10.3    Dissolve and wind up the business of the
Company or any Series, or the taking of any corporate or other
action by or on behalf of the Company in furtherance of the
foregoing (except as contemplated in Sections 3.11 and 13.2);

          3.10.4    Require additional Capital Contributions to a
Series or modify a Member's or Economic Interest Owner's
obligation to make a Capital Contribution to a Series (except as
provided in Article 6 of this LLC Agreement);

          3.10.5    Assume, incur, or guarantee or become liable
for any indebtedness or borrowed money on behalf of a Series of
the Company if such indebtedness or borrowed money is recourse to
any of the Members of the Series.

     3.11 Powers of the Management Committee.  Except as set
forth in Section 3.10 above,  the Management Committee shall have
the power to do the following, without the consent of the
Members; provided, however, that any such action affecting the
rights, obligations, assets or business of a Series must also be
approved by the Management Committee of SEL and/or CEL, as
applicable:

          3.11.1    Merge or consolidate or agree to merge or
consolidate the Company with or into any other entity;

          3.11.2    Make an acquisition of, or investment in, any
business enterprise or venture by a Series;

          3.11.3    Assume, incur or guarantee or become liable
for any indebtedness or borrowed money on behalf of the Company
or a Series;

          3.11.4    Take such other actions specified in this LLC
Agreement as requiring the consent or approval of the Management
Committee;

          3.11.5    Sell, exchange, lease, mortgage, pledge or
otherwise dispose of all or a substantial portion of the property
and assets of the Company or Series in a single transaction or
series of related transactions;

          3.11.6    Make any distributions to the Members or
Economic Interest Owners holding an Economic Interest in a
Series, except as otherwise provided in or contemplated by this
LLC Agreement;

          3.11.7    File any registration statement (other than a
Form S-8) or any amendments thereto with the Securities and
Exchange Commission ("SEC") registering any of the Voting
Interests, Economic Interests or other securities of the Company
or file or prepare a prospectus in accordance with Rule 424(b) as
promulgated by the SEC;

          3.11.8    The partition of any assets of a Series of
the Company or any distribution of any assets of a Series of the
Company;

          3.11.9 Admit any substitute or additional Members or
Economic Interest Owners in any Series (except as provided in
Articles 6 or 10 of this LLC Agreement);

          3.11.10 The sale, assignment or transfer of a Voting
Interest or Economic Interest of a Series, except as otherwise
expressly permitted by this LLC Agreement.

     3.12 Duties of Chief Executive Officer.  The Chief Executive
Officer shall be responsible for the management of the day to day
business and affairs of the Company and as otherwise directed by
the Management Committee from time to time.  Any decision or act
of the Chief Executive Officer within the scope of the Chief
Executive Officer's authority granted hereunder shall control and
bind the Company.  The Chief Executive Officer may, at his sole
discretion, delegate his duties and responsibilities hereunder to
other officers of the Company.  Except as set forth in Sections
3.10 and 3.11 above, the Chief Executive Officer shall have the
power to do the following, without the consent of the Members or
the Management Committee:

          3.12.1    Control of the day-to-day operations of the
Company;

          3.12.2    Carrying out and affecting all directions of
the Management Committee;

          3.12.3    Providing for the accounting function for the
Company;

          3.12.4    Applying for and obtaining all appropriate
insurance coverage;

          3.12.5    Temporary investment of the Company's funds
and short-term investments providing for appropriate safety of
principal;

          3.12.6    Engaging in any kind of activity and
performing and carrying out all contracts of any kind necessary
to, in connection with or incidental to the accomplishment of the
purposes and business of the Company, so long as said activities
and contracts are in the ordinary course of business;

          3.12.7    Negotiate, execute and perform all
agreements, and exercise all rights and remedies of the Company
in connection with the foregoing; and

          3.12.8    Providing quarterly and annual operating and
financial reports to the Management Committee.

     3.13 Removal or Resignation of Chief Executive Officer.  The
Management Committee may remove and replace the Chief Executive
Officer, in its sole and absolute discretion if, at any time or
from time to time, it becomes dissatisfied with the Chief
Executive Officer's performance under this Agreement (regardless
of whether such dissatisfaction shall constitute legal "cause"
for termination).  A Person who has been removed as Chief
Executive Officer shall continue to be a Member or Economic
Interest Owner for all other purposes of this Agreement, if the
Chief Executive Officer is also a Member or Economic Interest
Owner in the Company.

          The Chief Executive Officer of the Company may resign
at any time by giving sixty (60) days advance written notice to
each of the representatives to the Management Committee.  The
resignation of a Chief Executive Officer shall take effect sixty
(60) days from the date of the notice or at such later time as
shall be specified in the notice and, unless otherwise specified
in the notice, the acceptance of the resignation shall not be
necessary to make it effective.  The resignation of a Chief
Executive Officer who is also a Member or Economic Interest Owner
shall not affect the Chief Executive Officer's rights as a Member
or Economic Interest Owner and shall not constitute a withdrawal
of the Member or Economic Interest Owner from the Company.

     3.14 Compensation of Chief Executive Officer. The
compensation of the Chief Executive Officer shall be fixed from
time to time by the Management Committee, and no Chief Executive
Officer shall be prevented from receiving any such compensation
because the Chief Executive Officer is also a Member or Economic
Interest Owner of the Company.

     3.15 Restrictions on the Members.  No Member or Economic
Interest Owner individually shall have the authority to do any
binding act on behalf of the Company without the approval of the
Members as provided in this LLC Agreement.

                           ARTICLE 4
               RIGHTS AND OBLIGATIONS OF MEMBERS

     4.1  Limitation of Liability.  Each Member's and Economic
Interest Owner's liability shall be limited as set forth in this
LLC Agreement, the Delaware Act and other applicable law.  To the
maximum extent allowed by the Delaware Act and other applicable
law, the debts, liabilities and obligations incurred, contracted
for or otherwise existing with respect to a particular Series
shall be enforceable against the assets of such Series only, and
not against the assets of the Company generally.

     4.2  Company Liabilities. A Member or Economic Interest
Owner will not be personally liable for any debts or losses of
the Company beyond the Member's or Economic Interest Owner's
respective capital contributions and any obligation of the
Members and Economic Interest Owners to make additional Capital
Contributions as provided in this LLC Agreement, except as
required by law.

     4.3  Priority and Return of Capital.  Except as otherwise
expressly provided in this LLC Agreement, no Member or Economic
Interest Owner shall have priority over any other Member or
Economic Interest Owner, either for the return of Capital
Contributions or for Net Profits, Net Losses or distributions;
provided that this Section shall not apply to loans (as
distinguished from Capital Contributions) which a Member has made
to the Company.

     4.4  Liability of a Member or Economic Interest Owner to the
Company.  A Member or Economic Interest Owner who rightfully
receives a return in whole or in part of its Capital Contribution
is liable to the Company only to the extent now or hereafter
provided by the Delaware Act.

     4.5  Independent Activities.  Except as may otherwise be
agreed upon in writing between the Company and a Member or
Economic Interest Owner, each Member or Economic Interest Owner
shall be required to devote only such time to the affairs of the
Company as such Member or Economic Interest Owner determines in
its sole discretion, and each such Member or Economic Interest
Owner shall be free to serve any other Person in any capacity
that it may deem appropriate in its discretion; provided,
however, that no Member or Economic Interest Owner shall either
directly or indirectly engage in any activities which in any way
concern or are related to the license, sale, provision, use or
marketing of products, services or activities which are licensed,
sold, provided, used or marketed by the Company or its
Subsidiaries, or which activities otherwise are competitive with
the Company or its Subsidiaries or otherwise, without first
acquiring the written approval of each of the representatives of
the Management Committee not appointed by the Member or Economic
Interest Owner requesting or requiring such approval, and except
as otherwise permitted by the Employment Agreement between Dayton
Hahs and CEL as successor to Power Systems Solutions, L.L.C.,
Missouri limited liability company ("PSS"), the Employment
Agreement between L. Tim Clemons and CEL as successor to PSS, and
that certain Amended and Restated Noncompete Agreement between
Michael Cillissen and CEL.

                           ARTICLE 5
                      MEETINGS OF MEMBERS

     5.1  Annual Meeting.  The annual meeting of the Members
shall be held on the second Tuesday in April or at such other
time as shall be determined by the Members for the purpose of the
transaction of such business as may come before the meeting.  The
matters requiring the consent of the Members are set forth in
Section 3.10.

     5.2  Special Meetings.  Special meetings of the Members, for
any purpose or purposes, unless otherwise prescribed by statute,
may be called by any Member or Members holding at least one-fifth
(1/5) of all Series CE Voting Interests held by the Members.

     5.3  Place of Meetings.  The Members may designate any
place, either within or outside the state of Delaware, as the
place of meeting for any meetings of the Members. If no
designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal place of business of
the Company.

     5.4  Notice of Meetings. Except as provided in Section 5.5
below, for any annual meeting held at such time as provided in
Section 5.1 above, and for all special meetings, written notice
stating the place, day, and hours of the meeting and the purpose
or purposes for which the meeting is called shall be delivered
not fewer than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the
direction of the Members calling the meeting, to each Member
entitled to vote at the meeting. If mailed, the notice shall be
deemed to be delivered two (2) calendar days after being
deposited in the United States mail, addressed to the Member at
the Member's address as it appears on the books of the Company,
with postage thereon prepaid.

     5.5  Meeting of all Members.  If all of the Members shall
meet at any time and place, either within or outside of the state
of Delaware, and consent to the holding of a meeting at that time
and place, the meeting shall be valid without call or notice, and
at the meeting lawful action may be taken.

     5.6  Record Date.  For the purpose of determining Members
entitled to notice of or to vote at any meeting of Members or any
adjourned meeting, the date on which notice of the meeting is
mailed shall be the record date for the determination of Members.
When a determination of Members entitled to vote at any meeting
of Members has been made as provided in this Section, the
determination shall apply to any adjourned meeting.

     5.7  Quorum.  Three Members, represented in person or by
proxy, shall constitute a quorum at any meeting of Members.  In
the absence of a quorum at any meeting of Members, the Members
represented may adjourn the meeting from time to time for a
period not to exceed sixty (60) days without further notice.
However, if the adjournment is for more than sixty (60) days, or
if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each Member of record entitled to vote at the meeting.
At any adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

     5.8  Voting.  If a quorum is present, the affirmative vote
of three Members of the relevant Series (or in the case of Series
CEL, the lesser of three Members or all Members whose
representative on the CEL management committee at such time may
cast votes) shall be the act of the Members respecting such
Series, unless the vote of a greater proportion or number is
required by this LLC Agreement, the Company's Certificate of
Formation or the Delaware Act.  Unless otherwise expressly
provided in this LLC Agreement or required under applicable law,
Members who have an interest (economic or otherwise) in the
outcome of any particular matter upon which the Members vote or
consent, their vote shall be counted in the determination of
whether the requisite matter was approved by the Members.

     5.9  Proxies. At all meetings of Members a Member may vote
in person or by proxy executed in writing by the Member or a duly
authorized attorney-in-fact. The proxy shall be delivered to any
one (1) or more of the remaining Members before or at the time of
the meeting. No proxy shall be valid after three (3) years from
the date of its execution, unless otherwise provided in the
proxy.

     5.10 Action by Members without a Meeting.  Any action
required or permitted to be taken at a meeting of Members may be
taken without a meeting if the action is evidenced by one or more
counterparts of a written consent describing the action taken and
signed by each Member entitled to vote, which consent shall be
included in the minutes or filed with the Company records.
Action taken under this Section is effective when all Members
entitled to vote have signed the consent, unless the consent
specifies a different effective date.  The record date for
determining Members entitled to take action without a meeting
shall be the date the first Member signs a written consent.

     5.11 Waiver of Notice.  When any notice is required to be
given to any Member, a waiver of the notice in writing signed by
the person entitled to the notice, whether before, at, or after
the given time stated therein, and delivered to the Company for
inclusion in the minutes or filing with the Company records,
shall be equivalent to the giving of the notice.  A Member's
attendance at any meeting shall constitute a waiver: (i) to lack
of notice or defective notice of the meeting, unless the Member
at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting; and (ii) to
consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice,
unless such person objects to considering the matter when it is
presented.

     5.12 Chairperson of Meeting; Designation of Authorized
Representatives.  Each meeting of Members shall be conducted by
the Chairman or such other Person as the Chairman may appoint
pursuant to such rules for the conduct of the meeting as the
Chairman or such other Person deems appropriate.  Each Member
shall designate to the Chairman, in writing, one (1) authorized
representative of the Member who will vote or consent on all
matters under this LLC Agreement for such Member.  Such
designation will continue until revoked in writing.  Within
thirty (30) days of the execution of this Agreement, the Members
shall designate their initial authorized representative.

                           ARTICLE 6
                     CAPITAL CONTRIBUTIONS

     6.1  Initial Capital Contributions.  A Capital Account shall
be maintained for each Member as provided in Section 2.1(b)
above, which shall include the initial Capital Contribution of
each Member as set forth on Exhibit A, attached hereto.  The
number of Units of Voting Interest and Economic Interest of each
Member in each Series shall be as also set forth in Exhibit A.
No Member shall have any interest or rights in the capital
contributed by any other Member.

     6.2  Additional Capital Contributions.

          6.2.1     Series CEL Additional Contributions.  If the
holders of all of the Series CEL Common Economic Interests
determine that CEL needs an Additional Capital Contribution, the
Management Committee of the Company shall require the holders of
the Series CEL Common Economic Interests to make an Additional
Capital Contribution in the amount so determined by such Series
CEL Economic Interest holders.  Unless otherwise agreed by the
Series CEL Common Economic Interest holders, each such holder
shall within thirty (30) days of such determination contribute
their respective share of the additional contribution to the
capital of the Company, which share shall be determined on a pro
rata basis with reference to the relationship of each respective
Member's or Economic Interest Owner's Economic Interest of such
Series to the total of the Economic Interests of all of the
Members and Economic Interest Owners of such Series.  The
Chairman shall make such determination and provide notice to each
Member and Economic Interest Owner of such Series within ten (10)
days of such vote or consent of the call for such additional
contribution, the amount to be contributed by such person,
and the date on which such contribution is due. Unless otherwise
agreed to by the affirmative vote or consent of all of the
Members holding such Series, all such additional Capital
Contributions shall be made in cash. No voluntary contributions
to capital shall be made by any Member or Economic Interest Owner
absent the affirmative vote or consent of all of the Members.  If
all of the Series CEL Common Economic Interest holders determine
to allow such additional capital contribution by a person who is
not presently a Series CEL Common Economic Interest holder, such
person shall be admitted as a Member of the Company and shall be
issued a number of Series CEL Common Equity Interest units as may
be determined by the then existing Series CEL Common Economic
Interest holders.  Any Additional Capital Contributions made to
the Company pursuant to this Section 6.2.1 shall be immediately
made to CEL and any Member making an Additional Capital
Contribution pursuant to this Section 6.2.1 is hereby authorized
to make such Contribution directly to CEL on the Company's
behalf.  If not all Members make their proportionate
contribution, the amount of any Additional Capital Contribution
for such particular capital call shall be returned immediately.

          6.2.2     Series CE and SEL Additional Capital
Contributions.  The Members and Economic Interest Owners
recognize that Series CE or SEL of the Company may require
additional capital from time to time in order to accomplish the
purposes and the business for which the Company is formed.  If by
an affirmative vote or consent all of the Members holding Voting
Interests in such particular Series determine in good faith that
additional Capital Contributions for a particular Series are
necessary for the operation of the Company or its Subsidiaries,
each Member and Economic Interest Owner of such Series shall
within thirty (30) days of such vote or consent contribute their
respective share of the additional contribution to the capital of
the Company as determined by all of the Members of such Series
pursuant to such affirmative vote or consent, which share shall
be determined on a pro rata basis with reference to the
relationship of each respective Member's or Economic Interest
Owner's Economic Interest of such Series to the total of the
Economic Interests of all of the Members and Economic Interest
Owners of such Series.   The Chairman shall make such
determination and provide notice to each Member and Economic
Interest Owner of such Series within ten (10) days of such vote
or consent of the call for such additional contribution, the
amount to be contributed by such person, and the date on which
such contribution is due. Unless otherwise agreed to by the
affirmative vote or consent of all of the Members holding such
Series, all such additional Capital Contributions shall be made
in cash. No voluntary contributions to capital shall be made by
any Member or Economic Interest Owner absent the affirmative vote
or consent of all of the Members. Any Additional Capital
Contributions made to the Company for the benefit of SEL pursuant
to this Section 6.2.2 shall be immediately made to SEL and any
Member making an Additional Capital Contribution pursuant to this
Section 6.2.2 is hereby authorized to make such Contribution
directly to SEL on the Company's behalf.  If not all Members make
their proportionate contribution, the amount of any Additional
Capital Contribution for such particular capital call shall be
returned immediately.

     6.3  Breach or Violation of Indemnity Obligations.

          6.3.1     None of the terms, covenants, obligations or
rights contained in Section 6.2 and this Section 6.3 are or shall
be deemed to be for the benefit of any Person or entity other
than the Members, Economic Interest Owners, and the Company, and
no such third person shall under any circumstances have any right
to compel any actions or payments by the Members or Economic
Interest Owners.

          6.3.2     Any breach or violation by a Member
(including a Member possessing only voting rights as provided for
under this LLC Agreement) of any indemnity obligations contained
in this LLC Agreement will result in such Member or Economic
Interest Owner being deemed a "Non-Contributing Person" by reason
of the failure to make an additional Capital Contribution in the
amount of the losses, damages, costs and expenses (including
reasonable attorneys' fees) incurred by the Company or the non-
breaching Members by reason of such breach or violation.  If the
deemed Non-Contributing Person fails to cure such breach or
violation to the satisfaction of the Management Committee and the
non-breaching Members within thirty (30) days after its receipt
of notice of such breach or violation from the Management
Committee (which notice shall be sent pursuant to a unanimous
vote of the Management Committee determined in good faith, except
that any representative of the Non-Contributing Person in the
Management Committee shall not be permitted to vote on such
action), the deemed Non-Contributing Person shall relinquish all
voting rights associated with its Voting and Economic Interest
for all Series, and the Negative Preference Contribution Account
of the Non-Contributing Person will be decreased by an amount
equal to the value of such damages as determined by the
Management Committee.  Thereafter, the deemed Non-Contributing
Person may cure such breach or violation by making a cure
contribution; provided, however, that should it ultimately be
determined by the affirmative vote or consent of a Majority in
Interest or by a court of competent jurisdiction that any such
damages were not attributable to a breach or violation of this
LLC Agreement by such deemed Non-Contributing Person, such deemed
Non-Contributing Person shall immediately be reinvested with any
and all voting rights lost on account the operation of this
Section 6.3.2 and any economic consequences of the tentative
operation of this Section 6.3.2 on the Non-Contributing Person
(such as a loss of distributions or payment by such Non-
Contributing Person of any Cure Contribution or other payment in
respect of such alleged breach or violation) shall be properly
cured and reversed.

     6.4  Negative Preference Contributions.

          6.4.1     A "Negative Preference Contribution Account"
which shall be a memorandum account, shall be maintained for each
Member with respect to its Series SEL Economic Interests.

          6.4.2     Each Member's Negative Preference
Contribution Account shall have an initial balance of zero and be
decreased as follows:

               6.4.2.1   In the case of Holdings, the initial
balance in its Negative Preference Contribution Account shall be
decreased by: (A) the amount of any "Indemnifying Losses" (as
hereinafter defined) which are incurred by the Company by reason
of the breach by Holdings of any of the terms, conditions,
covenants, representations, or warranties contained in the
Exchange Agreement (as hereinafter defined); (B) an amount as
determined for such Member as set forth in Section 6.3.2; and (C)
an amount equal to a return thereon at the rate of eight percent
(8%) per annum (the daily portion of which shall be deemed
deducted from the Negative Preference Contribution Account on a
daily basis).

               6.4.2.2   In the case of all other Members
(excluding Holdings), the initial balance in their respective
Negative Preference Contribution Account shall be decreased by:
(A) such Member's "Proportionate Pre-Closing Percentage" of the
value of any Indemnifying Losses incurred by Holdings by reason
of the breach by the Company of any terms, conditions, covenants,
representations, or warranties contained in the Exchange
Agreement; and (B) an amount equal to a return thereon at the
rate of eight percent (8%) per annum (the daily portion of which
shall be deemed deducted from the Negative Preference
Contribution Account on a daily basis).

          6.4.3     Each Member's Negative Preference
Contribution Account shall be increased (but not above zero) by
the amount of each distribution for all Series to which each
Member was otherwise entitled pursuant to Sections 8.2.1 or
12.7(d) hereof (in each case, as of the time of such deemed
distribution).

          6.4.4     Definitions.  For purposes of this Section
6.4, the following terms shall have the following meanings:

               6.4.4.1   The term Indemnifying Losses" shall mean
the Indemnifying Losses" as such term is defined in that certain
Exchange Agreement (the "Exchange Agreement") dated as of the
22nd day of October, 1998, by and among the Company, Holdings and
Strategic Energy, L.L.C., a Delaware limited liability company
("SEL").

               6.4.4.2   The term "Proportionate Pre-Closing
Percentage" shall mean the ownership interest of a Member (other
than Holdings) in the Company prior to the issuance of 3,333,334
Units of Economic Interest to Holdings pursuant to the Exchange
Agreement, which, for purposes of this LLC Agreement, shall be as
follows: (i) KLT shall have a 62.88% Proportionate Pre-Closing
Percentage; (i) MTB shall have a 29.47% Proportionate Pre-Closing
Percentage; and (i) ELC shall have a 7.65% Proportionate Pre-
Closing Percentage.

          6.4.5     The Company shall decrease a Member's
Negative Preference Contribution Account pursuant to Section
6.4.2 after incurring Indemnifying Losses provided that the
Company shall have given such Member twenty (20) days written
notice (which notice shall be sent pursuant to a unanimous vote
of the Management Committee determined in good faith, except that
any representative of the breaching Member in the Management
Committee shall not be permitted to vote on such action), of an
opportunity to cure the Indemnifying Losses and the facts related
thereto.  The Company shall reimburse such Member for its damages
and attorneys' fees to the extent a Majority in Interest or a
court of law determines that the Company incorrectly applied the
Indemnifying Losses to a Member's Negative Preference
Contribution Account.

     6.5  Capital Accounts of Members.  The amount of any
additional Capital Contribution made by any Member or Economic
Interest Owner shall be added to the Capital Account of such
contributing Member or Economic Interest Owner for the applicable
Series as of the date of expiration of the thirty (30) day
periods and/or ten (10) day period, as the case may be, set out
in Sections 6.2.1 and 6.2.2 above.  Any increase in a Member's or
Economic Interest Owner's Preference Contribution Account
pursuant to Section 6.3.2 shall not be added to such Member's or
Economic Interest Owner's Capital Account for each Series.

     6.6  Adjustment of Interests.  If additional Capital
Contributions are made in accordance with Sections 6.2.1 and
6.2.2 above, or in conjunction with the admission of a new Member
pursuant to Article 11 of this LLC Agreement, the Economic and
Voting Interests of each Member and Economic Interest Owner shall
be adjusted for the applicable Series (which shall be reflected
on a revised Exhibit A) to reflect such additional contributions
in accordance with the following formula:

          6.6.1     Each Member's and Economic Interest Owner's
Economic and Voting Interests shall be adjusted to the same ratio
as the Member's or Economic Interest Owner's total Adjusted
Capital Account bears to the total Adjusted Capital Accounts of
all the Members and Economic Interest Owners as of the adjustment
date.  The adjustment date shall be the date of the expiration of
the thirty (30) day period and/or ten (10) day period, as the
case may be, set out in Sections 6.2.1 and 6.2.2 above or the
date a new Member is admitted, as the case may be.

          6.6.2     This Economic and Voting Interests adjustment
shall be made after every additional Capital Contribution,
whether such additional Capital Contribution is the result of the
admission of a new Member or a call for additional contributions.
In the event that there is any transfer in whole or in part, of a
Member's or Economic Interest Owner's Voting or Economic
Interests in the Company, then the transferee of such Member or
Economic Interest Owner shall stand in the same position as the
Member or Economic Interest Owner whose interest they have
acquired, unless all of the Members have agreed otherwise.

     6.7  Interest and Other Amounts.  No Member or Economic
Interest Owner shall receive any interest, salary, or drawing
with respect to its Capital Contributions or its Capital Account
or for services rendered to or on behalf of the Company or
otherwise in its capacity as a Member or Economic Interest Owner,
except as otherwise provided in this LLC Agreement or other
agreement approved and ratified by all of the Members between the
Company and such Member or Economic Interest Owner.

     6.8  Amendment of Documents.  Except as provided above or
pursuant to a Member's or Economic Interest Owner's acquisition
of an additional Economic Interest as permitted under this LLC
Agreement, any adjustments in Economic or Voting Interests for
any Series shall be effectuated by amending this LLC Agreement
and the execution and filing of any other documents required by
the Delaware Act.

     6.9  Withdrawal of Capital Contribution. Except as otherwise
provided in this LLC Agreement, the affirmative vote or consent
of all of the Members shall be required to modify, compromise or
release the amount and/or character of a Member's or Economic
Interest Owner's Capital Contribution, or any promise made by a
Member as consideration for the acquisition of an interest in the
Company.  Under circumstances requiring the return of any Capital
Contribution, no Member or Economic Interest Owner shall have the
right to receive any property of the Company, other than cash,
except as may be specifically provided herein.

     6.10 Loans of Members.  A Member or Economic Interest Owner
may loan cash or other property to the Company, should additional
funds be required, upon such terms as all of the Members shall
agree by affirmative vote or consent. Loans by any Member or
Economic Interest Owner to the Company shall not be considered as
contributions to the capital of the Company.  Except as otherwise
provided in this LLC Agreement, none of the Members or Economic
Interest Owners shall be obligated to make any loan or advance to
the Company.


                           ARTICLE 7
                          ALLOCATIONS

     7.1  Net Profits of Series CE. After giving effect to the
special allocations set forth in this Article 7, Net Profits
attributable to Series CE for any fiscal year shall be allocated
among the Members and Economic Interest Owners of Series CE as
follows and in the following order of priority:

          7.1.1     First, to the Series CE Common Economic
Interest holders with a Negative Preference Contribution Account
balance, until an amount of Net Profit allocated pursuant to this
Section 7.1.1 (taking into account the Net Profit allocated
pursuant to this Section 7.1.1 for all prior years and the
current year) shall equal the aggregate accrued return described
in Section 6.4.2.1(B) or 6.4.2.2(B) (as applicable), in
proportion of such Members aggregate Negative Preference
Contribution Account balance;

          7.1.2     Next, to the Series CE Economic Interest
holders in proportion to their respective number of Series CE
Economic Interest units.

     7.2  Net Losses for Series CE. After giving effect to the
special allocations set forth in this Article 7, Net Losses
attributable for Series CE Economic Interest holders for any
fiscal year shall be allocated among the Series CE Economic
Interest holders in proportion to their respective number of
Series CE Economic Interest units.

     7.3  Net Profits of Series SEL. After giving effect to the
special allocations set forth in this Article 7, Net Profits
attributable to Series SEL for any fiscal year shall be allocated
among the Series SEL Economic Interest holders in proportion to
their respective number of Series SEL Economic Interest units.

     7.4  Net Losses for Series SEL.  After giving effect to the
special allocations set forth in this Article 7, Net Losses
attributable to Series SEL for any fiscal year shall be allocated
among the Series SEL Economic Interest holders in proportion to
their respective number of Series SEL Economic Interest units.

     7.5  Gross Income, Net Profits and Net Losses of Series CEL.
After giving effect to the special allocations set forth in this
Article 7, gross income, Net Profits and Net Losses as determined
after taking into account allocations of gross income pursuant to
Section 7.5.1 attributable to Series CEL for any fiscal year
shall be allocated among the Members and Economic Interest Owners
of Series CEL as follows.

          7.5.1     Gross Income Allocation.  The Company shall
allocate gross income realized by CEL to the holders of a Series
CEL Preferred Economic Interest in an amount equal to the
Preferred Return which had accrued during such fiscal year.

          7.5.2     Net Profits.

               7.5.2.1   First, to the holders of Series CEL
Common Economic Interests, in an amount equal to the Net Loss
allocated to such holders pursuant to Section 7.5.3.3 (and not
previously offset by this Section 7.5.2.1), in proportion to
their respective number of Series CEL Common Economic Interest
units;

               7.5.2.2   Next, to the holders of the Series CEL
Preferred Economic Interest holders, in an amount equal to the
Net Loss allocated to such holders pursuant to Section 7.5.3.2
(and not previously offset by this Section 7.5.2.2), in
proportion to the Net Loss allocated pursuant to such Section
7.5.3.2;

               7.5.2.3   Next, to the holders of to the holders
of Series CEL Common Economic Interests, in an amount equal to
the Net Loss allocated to such holders pursuant to Section
7.5.3.1 (and not previously offset by this Section 7.5.2.3),in
proportion to the Net Loss allocated pursuant to such Section
7.5.3.1;

               7.5.2.4   Then, to the holders of Series CEL
Common Economic Interests, in proportion to their respective
number of Series CEL Common Economic Interest units.

               7.5.3          Net Losses.  Net Losses
attributable to Series CEL for any fiscal year shall be allocated
among the Members and Economic Interest Owners of Series CEL as
follows and in the following order of priority:

               7.5.3.1   First, to the holders of Series CEL
Common Economic Interests, to the extent of their positive
Capital Account balances, in proportion to their respective
number of Series CEL Common Economic Interest units;

               7.5.3.2   Next, to the holders of the Series CEL
Preferred Economic Interest holders, to the extent of their
respective Remaining Liquidation Values, in proportion to their
respective amounts of Remaining Liquidation Value.

               7.5.3.3   Then, to the holders of Series CEL
Common Economic Interests, in proportion to their respective
number of Series CEL Common Economic Interest units.

          7.5.4     Contribution and Deduction with Respect to
CEL Phantom Stock Plan. MTB shall contribute to CEL an amount
equal to CEL's obligation under the Custom Energy Phantom Stock
Plan (the "Phantom Plan") with respect to the SEL Component, as
defined in the Phantom Plan, of any such payment obligation.  To
the extent MTB makes such contribution to CEL, MTB will be
allocated the deduction attributable to CEL's payment of the SEL
Component equal to such contribution amount.  MTB is not entitled
to receive any additional units as a result of such contribution.

     7.6  Special Allocations.  Notwithstanding the prior
allocation provisions, the special allocations set forth in
Exhibit B shall be made in the order set forth therein.


                           ARTICLE 8
              ACCOUNTING, DISTRIBUTIONS AND TAXES

     8.1  Distribution of Cash for Series SEL.  Within 45 days
after the close of each quarter of each fiscal year, or more
frequently upon the affirmative vote or consent of the Management
Committee of SEL, cash received by the Company from distributions
from SEL shall be distributed to the Members and Economic
Interest Owners for such Series as follows:

          8.1.1     First, to the Series SEL Members and Economic
Interest Owners in proportion to the number of their respective
SEL Economic Interest Units in an amount equal to forty-five
percent (45%) of the Net Profits of the Company attributable to
Series SEL with respect to such period (and prior periods if not
previously distributed), or such greater amount as may be
determined upon the affirmative vote or consent of all of the SEL
Management Committee or required to pay any "Accrued Flow-Through
Tax Liability" attributed to the Members from the Company;

          8.1.2     Next, to the Series SEL Members and Economic
Interest Owners in proportion to their respective number of
Series SEL Economic Interest units.

     Further, notwithstanding the foregoing, no distributions
shall be made unless, after distribution is made, the assets of
the Company attributable to such Series are in excess of the
liabilities of the Company attributable to such Series, except
amounts payable to Members or Economic Interest Owners on account
of Capital Contributions.

     For purposes of this Article 8, the term "Accrued
Flow-Through Tax Liability" shall mean any federal or state tax
liability assessed against the Members by virtue of any Net
Profits of the Company.

     8.2  Distribution of Cash for Series CE.  Within 45 days
after the close of each quarter of each fiscal year, or more
frequently upon the affirmative vote or consent of the Management
Committee, available cash of the Company (other than cash
received by the Company from distributions from CEL or SEL) shall
be distributed to the Members and Economic Interest Owners for
such Series as follows:

          8.2.1     First, to the Series CE Members and Economic
Interest Owners with a Negative Preference Contribution Account
balance in proportion to their respective Negative Preference
Contribution Account balances, up to the amount necessary to
reduce all such Preference Contribution Account balances to zero;

          8.2.2     Next, to the Series CE Members and Economic
Interest Owners in proportion to the number of their respective
CE Economic Interest Units in an amount equal to forty-five
percent (45%) of the Net Profits of the Company attributable to
Series CE with respect to such period (and prior periods if not
previously distributed), or such greater amount as may be
determined upon the affirmative vote or consent of all of the
Management Committee or required to pay any "Accrued Flow-Through
Tax Liability" attributed to the Members from the Company;

          8.2.3     Next, to the Series CE Members and Economic
Interest Owners in proportion to their respective number of
Series CE Economic Interest units.

     Further, notwithstanding the foregoing, no distributions
shall be made unless, after distribution is made, the assets of
the Company attributable to such Series are in excess of the
liabilities of the Company attributable to such Series, except
amounts payable to Members or Economic Interest Owners on account
of Capital Contributions.

     8.3       Distribution of Cash for Series CEL.  Within forty
five (45) days after the close of each quarter of each fiscal
year, or more frequently upon the affirmative vote or consent of
all of the management committee of CEL, cash received by the
Company from distributions from CEL shall be distributed to the
Members and Economic Interest Owners for such Series as follows:

          8.3.1     First, to each holder of Series CEL Preferred
Economic Interest, an amount equal to any balance in such
holder's Preferred Return Account;

          8.3.2     Next, an amount equal to 45% of the Net
Profits with respect to such period (and prior periods if not
previously distributed), if any, to the Members and Economic
Interest Owners holding Series CEL Common Economic Interests in
proportion to their respective number of Series CEL Economic
Interest Units;

          8.3.3     Next, an amount, as designated by the CEL
Management Committee, on or before the dates specified below, to
the holders of Series CEL Preferred Economic Interest, as set
forth below:

          Calendar Year            Distribution amount

          2000                     $500,000
          2001                     $1,000,000
          2002                     $1,500,000
          2003                     $2,000,000
          2004                     $2,000,000
          2005                     Remaining Liquidation Value

Upon the payments of the above amounts, a proportionate share of
the Series CEL Preferred Economic Interest units shall be
canceled so that upon the final payment no such units shall be
outstanding; and

          8.3.4     Then, to the Members and Economic Interest
Owners holding Series CEL Common Economic Interests in proportion
to their respective number of SEL Economic Interest Units.

     Further, notwithstanding the foregoing, no distributions
shall be made unless, after distribution is made, the assets of
the Company attributable to such Series are in excess of the
liabilities of the Company attributable to such Series, except
amounts payable to Members or Economic Interest Owners on account
of Capital Contributions.

     8.4  Other Distributions.  Notwithstanding anything to the
contrary in this LLC Agreement, the Members expressly agree that
all the gain or income, and all associated tax consequences,
resulting from the sale of those certain PSE&G Rebate Streams set
forth in Exhibit C to this Agreement shall be distributed to KLT
and MTB in accordance to their respective pre-merger percentages
in PSS, as set forth in Section 6.4.4.2 within thirty (30) days
after the Company's receipt of the proceeds from the sale of the
PSE&G Rebate Stream.  Further, any tax consequences associated
with the reconciliation of the book/tax difference of the PSE&G
Rebate Stream shall also be distributed to KLT and MTB in
accordance to their respective pre-merger percentages in PSS, as
set forth in Section 6.4.4.2.

     8.5  Accounting. The fiscal and tax year of the Company
shall be the calendar year. For tax purposes, the records of the
Company shall be maintained on an accrual method of accounting.
The books of account of the Company shall be kept and maintained
at all times at the principal place of business of the Company or
such other location as determined by the Management Committee.
Each Member shall have the right at all reasonable times during
usual business hours to audit, examine and make copies of or
extracts from the books of account of the Company, and a list of
the names and addresses of all of the Members and Economic
Interest Owners. Such right may be exercised through any agent of
such Member.  Each Member shall bear all expenses incurred in any
examination made for its account.

     As soon as reasonably practicable after the end of each
calendar month, the Chief Executive Officer shall furnish each
Member and Economic Interest Owner with an interim unaudited
balance sheet of the Company as of the last day of such calendar
month, an unaudited statement of profit or loss of the Company
for such calendar month, and an unaudited statement of cash
receipts and disbursements for such calendar month, each
separately stating such amounts for each Series and each prepared
in accordance with generally accepted accounting principles.  As
soon as reasonably practicable after the end of each fiscal and
tax year, the Chief Executive Officer shall furnish each Member
and Economic Interest Owner with: (i) a balance sheet of the
Company as of the last day of such fiscal or tax year, a
statement of profit or loss of the Company for such year, and a
statement of cash receipts and disbursements, each separately
stating such amounts for each Series and each prepared in
accordance with generally accepted accounting principles and
audited by the Company's independent certified public
accountants; (ii) a statement showing the amounts allocated to or
allocated against each Member and Economic Interest Owner
pursuant to Article 7 of this LLC Agreement during or in respect
of such year, and any items of income, deduction, credit, or loss
allocated to them; and (iii) a copy of the federal income tax
return of the Company.

     8.6  Tax Elections.  Upon the affirmative vote or consent of
the Management Committee, the Tax Matters Member shall make any
tax election for the Company allowed under the Internal Revenue
Code of 1986, as amended; provided, however, that upon the
request of a transferring or distributing Member (of LLC
property), the Tax Matters Member shall make an election to cause
the basis of Company property to be adjusted for federal income
tax purposes as provided by Section 734 and 743 of the Internal
Revenue Code of 1986, as amended, pursuant to such transfer of an
Economic Interest or the death of or distribution of property to
such Member or Economic Interest Owner provided further however,
that the requesting Member shall reimburse the Company for all
incremental reporting costs associated therewith.

     8.7  Tax Matters Partner. KLT is hereby designated as the
Tax Matters Partner of the Company pursuant to applicable
provisions of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder.  If KLT ceases to be a Member, its
status as Tax Matters Partner shall cease, and a successor Tax
Matters Partner shall be as chosen by the affirmative vote or
consent of all of the Members.

                           ARTICLE 9
                 REPRESENTATIONS AND WARRANTIES

     9.1  In General.  As of the date hereof, each Member (each a
"Representing Party") makes each of the following representations
and warranties applicable to such Member:

          9.1.1     If such Representing Party is a corporation,
partnership, trust, limited liability company, limited liability
partnership or any other legal entity, it is duly organized or
duly formed, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or formation and
has the power and authority as an entity to own its property and
carry on its business as owned and carried on at the date hereof
and as contemplated hereby.  Such Representing Party is duly
licensed or qualified to do business and in good standing in each
of the jurisdictions in which the failure to be so licensed or
qualified would have a material adverse effect on its financial
condition or its ability to perform its obligations hereunder.
Such Representing Party has the power and authority as an entity
to execute and deliver this LLC Agreement and to perform its
obligations hereunder and the execution, delivery, and
performance of this LLC Agreement has been duly authorized by all
necessary actions of the Representing Party entity.  This LLC
Agreement constitutes the legal, valid, and binding obligation of
such Representing Party.

          9.1.2     Neither the execution, delivery, and
performance of this LLC Agreement nor the consummation by such
Representing Party of the transactions contemplated hereby (i)
will conflict with, violate, or result in a breach of any of the
terms, conditions, or provisions of any law, regulation, order,
writ, injunction, decree, determination, or award of any court,
any governmental department, board, agency, or instrumentality,
domestic or foreign, or any arbitrator, applicable to such
Representing Party, (ii) will conflict with, violate, result in a
breach of, or constitute a default under any of the terms,
conditions, or provisions of the articles of incorporation,
bylaws, partnership agreement, certificate of formation, articles
of organization, or other formation and operating documents of
such Representing Party, or of any material agreement or
instrument to which such Representing Party is a party or by
which such Representing Party is or may be bound or to which any
of its material properties or assets is subject, (iii) will
conflict with, violate, result in a breach of, constitute a
default under (whether with notice or lapse of time or both),
accelerate or permit the acceleration of the performance required
by, give to others any material interests or rights, or require
any consent, authorization or approval under any indenture,
mortgage, lease agreement, or instrument to which such
Representing Party is a party or by which such Representing Party
is or may be bound, or (iv) will result in the creation or
imposition of any lien upon any of the material properties or
assets of such Representing Party.

          9.1.3     Any registration, declaration or filing with,
or consent, approval, license, permit or other authorization or
order by, any governmental or regulatory authority, domestic or
foreign, that is required in connection with the valid execution,
delivery, acceptance and performance by such Representing Party
under this LLC Agreement or the consummation by such Representing
Party of any transaction contemplated hereby has been completed,
made or obtained on or before the effective date of this LLC
Agreement.

          9.1.4     There are no actions, suits, proceedings or
investigations pending or, to the knowledge of such Representing
Party, threatened against or affecting such Representing Party or
any of their properties, assets, or businesses in any court or
before or by any governmental department, board, agency, or
instrumentality, domestic or foreign, or any arbitrator which
could, if adversely determined (or, in the case of an
investigation could lead to any action, suit, or proceeding,
which if adversely determined could) reasonably be expected to
materially impair such Representing Party's ability to perform
its obligations under this LLC Agreement or to have a material
adverse effect on the consolidated financial condition of such
Representing Party; and such Representing Party has not received
any currently effective notice of any default, and such
Representing Party is not in default, under any applicable order,
writ, injunction, decree, permit, determination, or award of any
court, any governmental department, board, agency or
instrumentality, domestic or foreign, or any arbitrator which
could reasonably be expected to materially impair such
Representing Party's ability to perform its obligations under
this LLC Agreement or to have a material adverse effect on the
consolidated financial condition of such Representing Party.

          9.1.5     Such Member acquired its interest in the
Company based upon its own investigation, and the exercise by
such Member of its rights and the performance of its obligations
under this LLC Agreement will be based upon its own
investigation, analysis and expertise.  Such Member's acquisition
of its interest in the Company has been made for its own account
for investment, and not with a view to the sale or distribution
thereof.

                           ARTICLE 10
                    RESTRICTIONS ON TRANSFER

     10.1 General.

          10.1.1    Except as otherwise specifically provided in
this LLC Agreement (including but not limited to Section 10.3),
neither a Member nor an Economic Interest Owner shall have the
right without the affirmative vote or consent of the Management
Committee to sell, assign, encumber, pledge, hypothecate,
transfer, exchange, distribute or otherwise transfer for
consideration, gift, bequeath, distribute or otherwise transfer
for no consideration (whether or not by operation of law, except
in the case of bankruptcy) (each such action a "Transfer") all or
part of its interest in the Company, except for transfers of
Voting or Economic Interests from one Member to another and
transfers of Voting or Economic Interests from one Member to an
Affiliate of that Member. The transfer of the Economic Interest
of a Bankrupt Member or Economic Interest Owner shall be governed
by Sections 12.4 and 12.5 below.  Any purported Transfer of any
interest in the Company in contravention of this LLC Agreement
shall be null and void and of no force or effect.

          10.1.2    Subject to the provisions of Section 10.1.1
above and except as otherwise permitted pursuant to Section
10.1.1, all Transfers shall also be subject to the following
rules and conditions: (i) the Transfer shall be in compliance
with all applicable federal and state securities laws; (ii) the
Transfer shall not result in any materially adverse tax
consequence to the Company or any remaining Member; (iii) the
Transfer shall not result in the Company being required to
register as an investment company under the Investment Company
Act of 1940, as amended, or any regulations promulgated
thereunder; and (iv) if the Transfer is to a person or entity
that is not a Member or an Affiliate of any Member, such Transfer
shall be subject to the provisions of Sections 10.3, 10.4 and
10.5, of this LLC Agreement.

     10.2 Transferee Not Member in Absence of Consent.
Notwithstanding anything contained in this LLC Agreement to the
contrary, and except for those transfers permitted under Section
10.1 hereof, if the Management Committee does not by affirmative
vote or consent approve of the proposed Transfer of a Member's or
Economic Interest Owner's Economic Interest in the Company to a
transferee or donee who is not a Member immediately before the
Transfer and the admission of such transferee as a Member as
provided in Article 11 below, the proposed transferee or donee
shall have no right to participate in the management of the
business and affairs of the Company, including, without
limitation, any rights to appoint representatives to the
Management Committee, or to become a Member. Subject to the
satisfaction of the requirements of Section 10.1 above, the
transferee or donee shall be merely an Economic Interest Owner.
Furthermore, except as agreed upon by the Management Committee or
as otherwise provided in this LLC Agreement or the Delaware Act,
upon a Member's transfer of its Economic Interest, such Member's
rights to participate in the management and affairs of the
Company, including, without limitation, its voting rights, and
any rights to appoint representatives to the Management
Committee, shall cease.

     10.3 Right of First Offer.

          10.3.1    Notwithstanding anything herein to the
contrary (including but not limited to Section 10.1.1), if any
Member (the "Transferring Member") intends to transfer all or a
portion of its Voting Interest or Economic Interest (the "Sale
Interest") to any Person or entity who is not a Member or
Affiliate of any Member of the Company (a "Third Party"), the
Transferring Member shall give written notice (the "Transfer
Notice") to the other Members of the same Series (the "Non-
Transferring Members") of such intention.  The Transfer Notice,
in addition to stating the fact of the intention to transfer,
shall set forth: (i) the amount of Sale Interest proposed to be
transferred; (ii) the name and address of the Third Party; (iii)
the proposed amount of consideration and terms and conditions of
payment offered by the Third Party; and (iv) that the Third Party
has been informed of the Transfer Notice provided for in this
Section 10.3.  Each of the Non-Transferring Members may, within
thirty (30) days of its receipt of a Transfer Notice, exercise an
option to purchase its pro-rata portion of the Sale Interest
intended to be transferred by the Transferring Member as
indicated in the Transfer Notice.  Each of the Non-Transferring
Members must exercise its option to purchase its pro-rata portion
of the Sale Interest on the terms of the Transfer Notice or
forfeit its option granted hereunder.  The
Non-Transferring Member(s), if any, shall exercise its or their,
as the case may be, option by delivering written notice (the
"Acceptance Notice") to the Transferring Member within the time
period specified above.

          10.3.2    The purchase price for the Sale Interest
purchased pursuant to this Section 10.3 shall be as set forth in
the Transfer Notice.  The closing of the sale and purchase shall
take place within sixty (60) days after the delivery to the
Transferring Member of the Acceptance Notice.

          10.3.3    If not all of the Non-Transferring Members
elect to exercise their respective option to purchase its pro-
rata interest in the remaining portion of the Sale Interest
pursuant to Section 10.3(a) above, then the Transferring Member
may transfer the Sale Interest according to the terms of the
Transfer Notice at any time within one hundred eighty (180) days
after the expiration of the thirty (30) day period specified in
Section 10.3.1 above.  Such transfer shall not require consent
pursuant to Section 10.1.1, but shall be subject to all other
terms, covenants and conditions of this LLC Agreement.

     10.4 Co-Sale Rights.  If any Member other than Holdings (the
"Existing Member(s)") desires to transfer a Sale Interest to a
Third Party (the "Third Party Sale"), such Existing Member shall
first give written notice (a "Third Party Sale Notice") to
Holdings, and Holdings may elect, in its sole discretion, to
participate in such sale and sell a proportionate share
(determined with respect to the ratio of the Sale Interest to the
Voting Interest or Economic Interest, as the case may be, owned
by the Existing Member) of its Voting Interest or Economic
Interest, as the case may be, then owned by Holdings to the same
Third Party on the same terms and conditions as the Existing
Member (the "Co-Sale Right").  Such Third Party Sale Notice shall
set forth: (i) the amount of Sale Interest proposed to be
transferred; (ii) the name and address of the Third Party; (iii)
the proposed amount of consideration and terms and conditions of
payment offered by the Third Party; and (iv) that the Third Party
has been informed of the Co-Sale Right provided for in this
Section 10.4.  Holdings shall notify the Existing Member within
thirty (30) days of receipt of the notice of the Third Party
Sale, whether Holdings shall exercise its Co-Sale Right, and if
Holdings does not give such notice in a timely manner, such right
shall expire with respect to such instance.  Upon the
consummation of a sale by Holdings pursuant to its exercise of
its Co-Sale Right in connection with a Third Party Sale, Holdings
shall make available for transfer the certificate representing
the respective Voting Interest or Economic Interest being
transferred, as the case may be, and shall be entitled to receive
its pro rata share of the proceeds of such Third Party Sale
simultaneously with such transfer.  The Co-Sale Right may be
exercised any number of times but may not be transferred by
Holdings under any circumstances.  To the extent the Third Party
refuses to purchase the Voting Interest or Economic Interest, or
any part thereof, from Holdings, the Existing Member shall not be
permitted to transfer the Sale Interest to such Third Party.

     10.5 Come Along Rights.  Notwithstanding the other
provisions of this Article 10, if all but one of the Members (the
"Selling Members") negotiate a bona fide disposition of all the
Voting and Economic Interests owned by the Selling Members to a
Third Party, which disposition has complied with the procedures
of this Article 10, the other Member (the "Other Member") shall,
upon the written request of the Selling Members, sell to the
Third Party all Voting and Economic Interests owned by the Other
Member at the time on the same terms and conditions on which the
Voting and Economic Interests of the Selling Members are
negotiated to be sold to the Third Party by the Selling Members.
The Selling Members shall give the Other Member written notice,
executed by each Selling Member, of any proposed disposition
under this Section 10.5 at least thirty (30) days prior to the
date on which such disposition is scheduled to be consummated,
including the terms and conditions thereof.  Provided, however,
that the obligations of KLT to sell pursuant to this Section 10.5
shall be conditioned upon KLT obtaining all required approvals
under that certain Agreement and Plan of Merger among Western
Resources, Inc., Kansas City Power & Light Company and other
named parties, dated as of March 18, 1998, as amended from time
to time, which condition shall terminate and be of no further
effect upon the consummation of such merger.  KLT agrees to use
commercially reasonable best efforts to obtain any such required
approvals.

                           ARTICLE 11
          ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS

     11.1 Admission of Successor Members or New Members.  A
Person, including a transferee or donee of a Member or other
Person owning an Economic Interest, shall be deemed admitted as a
Member of the Company only upon the satisfactory completion of
the following:

          (a)  Except for those Transfers permitted pursuant to
Section 10.1.1, the Management Committee shall have consented to
the admission of the Person as a Member of the Company and, in
the case of a new Member, the Management Committee shall have
consented to the amount and character of the proposed Capital
Contribution of such new Member.

          (b)  The Person shall have accepted and agreed to be
bound by the terms and provisions of this LLC Agreement and such
other documents or instruments as the Management Committee may
require.

          (c)  The Person shall have executed a counterpart of
this LLC Agreement to evidence the consents and agreements above,
and any changes in the Certificate of Formation of the Company
and this LLC Agreement shall have been executed and filed as
deemed necessary by the Management Committee.

          (d)  If the Person is a corporation, partnership,
limited liability company, trust, association or other entity,
the Person shall have provided the Management Committee with
evidence satisfactory to counsel for the Company of its authority
to become a Member under the terms and provisions of this LLC
Agreement.

          (e)  If required by the Management Committee, counsel
for the Company or a qualified counsel for the transferee or
donee or new Member, which counsel shall have been approved of by
the Members, shall have rendered an opinion to the Members that
the admission of the Person as a Member is in conformity with the
Delaware Act and that none of the actions in connection with the
admission will cause the termination or dissolution of the
Company or will adversely affect its classification as a
partnership for federal and state income tax purposes.

          (f)  The Person, as required by the Management
Committee, shall have paid all reasonable legal fees of the
Company and the Members and filing costs in connection with its
admission as a Member.

     11.2 Financial Adjustments.  No new Members shall be
entitled to any retroactive allocation of losses, income, or
expense deductions incurred by the Company. The Company shall, at
its option, at the time a Member is admitted, do one of the
following (i) close the Company's books (as though the Company's
tax year had ended) or (ii) make pro rata allocations of loss,
income, and expense deductions to a new Member for that portion
of the Company's tax year in which a Member was admitted in
accordance with the provisions of Section 706 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder.

                           ARTICLE 12
      TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION

     12.1 Term.  The term of the Company commenced on the date
the Certificate of Formation for the Company is filed in the
Office of the Delaware Secretary of State in accordance with the
Delaware Act and shall continue until December 31, 2047, unless
earlier dissolved by the unanimous written consent of all of the
Members, or the provisions of the Certificate of Formation, this
LLC Agreement or the Delaware Act.

     12.2 Withdrawal of a Member.  A Member may withdraw, retire
or resign from the Company at any time upon giving ninety (90)
days prior written notice of such withdrawal to the remaining
Members; provided, however, that absent the approval of such
withdrawal by the affirmative vote or consent of all of the
remaining Members within such ninety (90) day notice period, such
a withdrawal shall be deemed a breach of this LLC Agreement
allowing the Company to recover from the withdrawing Member
damages for such breach as reasonably determined by the remaining
Members, including, without limitation, attorneys' fees, and
offset such damages against the amounts otherwise distributable
to the withdrawing Member.

     Subject to the remaining provisions of this LLC Agreement,
upon the withdrawal of a Member, the withdrawing Member shall be
entitled to the "net asset value" of its aggregate Economic
Interest in each Series it owns, which amount shall be the value
of the Series' assets, net of the debts, liabilities and
obligations attributable to the Series; less any deficit balance
in the withdrawing Member's Capital Account, such consideration
which the Company shall pay in cash at the closing, which closing
shall be within thirty (30) days of the date such purchase price
is determined at such time and place as designated by the
Company. For purposes of this determination, the value of the
Company's assets, other than cash, certificates of deposit and
other instruments the value of which are readily ascertainable,
shall be determined with reference to the fair market value of
such assets as determined by the Company's regularly employed
independent certified public accountant, which determination
shall be final, binding and conclusive upon all parties.

     Notwithstanding the foregoing, if such withdrawal is deemed
to be a breach of this LLC Agreement as provided above, then the
amount to which the withdrawing Member is entitled for its
Economic Interest shall not include any amount attributable to
the goodwill of the Company and shall be reduced by an amount
equal to any damages attributable to such breach as described
above.

     12.3 Events of Dissolution.  Unless the continuation of the
Company's business is approved by the affirmative vote or consent
of all of the remaining Members within ninety (90) days of an
event of withdrawal, the Company shall immediately dissolve upon
an event of withdrawal.  An event of withdrawal shall include:

          12.3.1    The withdrawal, retirement or resignation of
a Member absent the approval of the remaining Members and the
failure to purchase a withdrawing Member's Economic Interest as
provided in Section 12.2 above;

          12.3.2    In the case of a Member that is a natural
person, the death or insanity of such Member or the entry by a
court of competent jurisdiction adjudicating such Member
incompetent to manage his person or his estate;

          12.3.3    A Member becoming a Bankrupt Member (as
defined in Section 12.4 below);

          12.3.4    In the case of a Member that is a trust, the
termination of the trust or the distribution of such trust's
entire interest in the Company, but not merely the substitution
of a new trustee;

          12.3.5    In the case of a Member that is a general or
limited partnership, the dissolution and commencement of winding
up of such partnership or a distribution of its entire interest
in the Company;

          12.3.6    In the case of a Member that is a
corporation, the filing of articles of dissolution, or their
equivalent, for the corporation or revocation of its charter or
its distribution of its entire interest in the Company;

          12.3.7    In the case of a Member that is an estate,
the distribution by the fiduciary of the estate's entire interest
in the Company;


          12.3.8    In the case of a Member that is a limited
liability company, the filing of a certificate of cancellation or
articles of dissolution or termination, or their equivalent, for
the limited liability company or a distribution of its entire
interest in the Company;

          12.3.9         December 31, 2047;

          12.3.10   The affirmative vote or consent by all of the
Members to dissolve, wind up and liquidate the Company;

          12.3.11   The happening of any other event that makes
it unlawful or impossible to carry on the business of the
Company; or

          12.3.12   Any event which causes there to be only one
(1) Member.

     Except as otherwise provided in this LLC Agreement or the
Delaware Act, upon the occurrence of an event of withdrawal as
described in subsection (a) through (h) above, the Member subject
of such an event shall cease to be a Member and shall thereafter
be an Economic Interest Owner.  An event of withdrawal shall not
include a Transfer of a Member's interest pursuant to Article 10
above.

     12.4 Bankruptcy of a Member.  A "Bankrupt Member" shall mean
any Member or Economic Interest who:

          12.4.1    makes an assignment for the benefit of its
creditors;

          12.4.2    files a voluntary petition in bankruptcy;

          12.4.3    files a petition or answer seeking for itself
any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law
or regulation or files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed
against it in any proceeding of such nature;

          12.4.4    seeks, consents or acquiesces in the
appointment of a trustee, receiver or liquidator of the Member or
Economic Interest Owner or of all or any substantial part of its
property; or

          12.4.5    is the subject of any proceeding seeking
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law
or regulation, and one hundred twenty (120) days after
commencement of such proceeding, the proceeding has not been
dismissed; or without the Members' or Economic Interest Owners'
consent or acquiescence has had a trustee, receiver or liquidator
appointed for itself or for a substantial part of its property
and the appointment is not vacated or stayed, or within ninety
(90) days after the expiration of any such stay, the appointment
is not vacated.

     12.5 Option to Purchase.  The remaining Members shall have
the option to purchase the Economic Interest of a Bankrupt Member
for the purchase price determined and paid in accordance with the
methodology, terms and conditions provided in Section 12.2 above
for the purchase of a withdrawing Member's interest; provided,
however, that no discounts shall be made to the purchase price
for any deemed breach of the LLC Agreement.  If the remaining
Members do not elect to acquire all of the Bankrupt Member's
interest, the interest shall be transferred in accordance with
Article 10 above, or if not transferred, retained by the Bankrupt
Member.  If the remaining Members exercise their option hereunder
and the Bankrupt Member fails to assign its interest in the
Company at the time and place fixed for closing, then the
remaining Members may enforce the obligation of the Bankrupt
Member by an action for specific performance.

     12.6 Cessation of Business.  In the event of the occurrence
of any event effecting the dissolution of the Company, the
Company shall cease to carry on its business, except insofar as
may be necessary for the winding up of its business, but its
separate existence shall continue until the Chairman has filed a
certificate of cancellation in the office of Delaware Secretary
of State or until a decree terminating the Company has been
entered by a court of competent jurisdiction.

     12.7 Winding Up. Liquidation. and Distribution of Assets.
Upon dissolution, an accounting shall be made of the accounts of
the Company and of the Company's assets, liabilities and
operations, from the date of the last previous accounting until
the date of dissolution and the Chairman shall immediately
proceed to wind up the affairs of the Company.  If the Company is
dissolved and its affairs are to be wound up, the Chairman shall:

          (a)  Collect and sell or otherwise liquidate all of the
Company's assets as promptly as practicable (except to the extent
a Majority in Interest may determine to distribute any assets to
the Members and Economic Interest Owners in kind);

          (b)  Allocate any Net Profits or Net Losses resulting
from such sale or other disposition of the Company's assets to
the Members' and Economic Interest Owners' Capital Accounts for
each Series in accordance with Section 2.1(c) above;

          (c)  Discharge all debts, liabilities and obligations
of the Company, including those to Members and Economic Interest
Owners who are creditors, to the extent otherwise permitted by
law, other than debts, liabilities and obligations to Members and
Economic Interest Owners for distributions, and establish such
reserves as the Management Committee may deem reasonably
necessary to provide for contingencies or liabilities of the
Company (for purposes of determining the Capital Accounts of the
Members and Economic Interest Owners, the amounts of such
reserves shall be deemed to be an expense of the Company);

          (d)  Distribute the remaining assets, separately by
Series, to the Members and Economic Interest Owners for each
Series either in cash or in kind, with any assets distributed in
kind being valued for this purpose at their fair market value, in
accordance with such Members' positive Capital Account balances
and the allocation provisions of Article 7.  If CEL Series assets
are distributed in kind, the CEL assets will be first distributed
to the Series CEL Common Economic Interest holders.

     If any assets of the Company are to be distributed in kind,
the fair market value of those assets as of the date of
dissolution, other than cash, certificates of deposit and other
instruments the value of which are readily ascertainable, shall
be as determined as provided in Section 12.2 above. Those assets
shall be deemed to have been sold as of the date of dissolution
for their fair market value, and the Capital Accounts of the
Members and Economic Interest Owners shall be adjusted pursuant
to the provisions of this LLC Agreement to reflect such deemed
sale;

          (e)  Upon completion of the winding up, liquidation and
distribution of the assets, the Company shall be deemed
terminated; and

          (f)  The remaining Members shall comply with any
applicable requirements of the Delaware Act pertaining to the
winding up of the affairs of the Company and the final
distribution of its assets.

     12.8 Certificate of Cancellation.  When all debts,
liabilities, and obligations have been paid and discharged or
adequate provisions have been made therefor and all of the
remaining assets have been distributed to the Members and
Economic Interest Owners, the Chairman shall execute a
certificate of cancellation setting forth the information
required by the Delaware Act and shall be delivered to the
Delaware Secretary of State.

     12.9 Return of Contribution Nonrecourse to Other Members.
Except as provided by law or as expressly provided in this LLC
Agreement, upon dissolution, each Member and Economic Interest
Owner shall look solely to the assets of the Company for the
return of its Capital Contributions. If the Company assets
remaining after the payment or discharge of the debts and
liabilities of the Company is insufficient to return the Capital
Contributions of the Members and Economic Interest Owners, the
Members and Economic Interest Owners shall have no recourse
against any other Member or Economic Interest Owner.

                           ARTICLE 13
                    MISCELLANEOUS PROVISIONS

     13.1 Waiver of Right of Partition.  It is specifically
agreed that no Member or Economic Interest Owner shall have the
right to ask for partition of the assets owned or hereafter
acquired by the Company, nor shall any such Member or Economic
Interest Owner have the right to any specific assets of the
Company on the liquidation or winding up of the Company, except
upon the affirmative vote or consent of all Members.

     13.2      Special Provisions Relating to Series CEL.  If the
Liquidation Value of all of the Series CEL Preferred Economic
Interest units have been paid, upon the request of all of the
Series CEL Common Economic Interest holders, the Company shall
distribute CEL to such holders.

     13.3 Notices.  Except as otherwise provided in this LLC
Agreement, any notice required or permitted herein shall be in
writing and shall be deemed to have been delivered, whether
actually received or not, two (2) calendar days after being
deposited in the United States mail, by registered mail, return
receipt requested, postage prepaid, addressed to the party
entitled thereto at the last address of such party provided by
such party to the Company.  Any notice to the Company shall be
sent to the Company's principal place of business.

     13.4 Governing Law.  This LLC Agreement has been made and
executed in accordance with the Delaware Act and is to be
construed, enforced, and governed in accordance therewith and
with the laws of the State of Delaware.  The parties agree that
all actions or proceedings arising directly or indirectly from
this LLC Agreement shall be commenced and litigated only in the
District Court of Johnson County, Kansas, or the United States
District Court for the District of Kansas, located in Kansas
City, Kansas.  The parties hereby consent to the jurisdiction
over them of the District Court of Johnson County, Kansas, or the
United States District Court for the District of Kansas, in all
actions or proceedings arising directly or indirectly from this
LLC Agreement.

     13.5 Entire Agreement. Except as otherwise provided herein,
this LLC Agreement together with the recitals and Exhibits
hereto, each of which are incorporated herein by this reference,
constitutes the entire agreement among the Members on the subject
matter hereof and may not be changed, modified, amended, or
supplemented except in writing, signed by all of the Members. All
other oral or written agreements, promises, and arrangements in
relation to the subject matter of this LLC Agreement are hereby
rescinded.

     13.6 Binding Agreement.  Subject to the restrictions and
encumbrances set forth herein, the terms and provisions of this
LLC Agreement shall be binding upon, be enforceable by and inure
to the benefit of the Members, Economic Interest Owners and their
respective heirs, executors, administrators, personal
representatives, successors, and assigns.

     13.7 Interpretation.  The descriptive headings contained in
this LLC Agreement are for convenience only and are not intended
to define the subject matter of the provisions of this LLC
Agreement and shall not be resorted to for interpretation
thereof.

     13.8 Severability.  If any provision of this LLC Agreement
or the application thereof to any individual or entity or
circumstance shall be invalid or unenforceable to any extent, the
remainder of this LLC Agreement and the application of such
provisions to other individuals or entities or circumstances
shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

     13.9 Waiver.  No consent or waiver, express or implied, by
any Member or Economic Interest Owner to or of any breach or
default by any other Member or Economic Interest Owner in the
performance by such other Member or Economic Interest Owner of
its obligations under this LLC Agreement shall be deemed or
construed to be a consent or waiver to or of any other breach or
default in the performance by such other Member or Economic
Interest Owner of the same or any other obligations hereunder.
The failure on the part of any Member or Economic Interest Owner
to complain of any act or failure to act of any of the other
Members or Economic Interest Owners or to declare any of the
other Members or Economic Interest Owners in default,
irrespective of how long such failure continues, shall not
constitute a waiver by such Member or Economic Interest Owner of
its rights under this LLC Agreement.

     13.10     Equitable Remedies.  The rights and remedies of
any of the Members or Economic Interest Owners hereunder shall
not be mutually exclusive. Each of the Members and Economic
Interest Owners confirms that damages at law may be an inadequate
remedy for a breach or threatened breach of this LLC Agreement
and agrees that in the event of a breach or threatened breach of
any provision hereof, the respective rights and obligations
hereunder shall be enforceable by specific performance,
injunction or other equitable remedy, but nothing herein
contained is intended to, nor shall it, limit or affect any right
or rights at law or by statute or otherwise of a Member or
Economic Interest Owners aggrieved as against a party for a
breach or threatened breach of any provision hereof; it being the
intention hereof to make clear the agreement of the Members and
Economic Interest Owners that the respective rights and
obligations of the Members and Economic Interest Owners hereunder
shall be enforceable in equity as well as at law or otherwise.

     13.11     Attorney's Fees.  In the event of a default by a
Member or Economic Interest Owner under this LLC Agreement, the
non-defaulting Members and Economic Interest Owners shall be
entitled to recover all costs and expenses, including attorney's
fees, incurred as a result of said default or in connection with
the enforcement of this LLC Agreement.

     13.12     Counterparts.   This LLC Agreement may be executed
in two (2) or more counterparts, all of which taken together
shall constitute one (1) instrument.

     13.13     Saving Clause.  In the event any provision of this
LLC Agreement shall be, or shall be found to be, contrary to the
Delaware Act, such provision shall be deemed amended so as to
conform with such Act.

     13.14     Further Documentation.  Each of the parties hereto
agrees in good faith to execute such further or additional
documents as may be necessary or appropriate to fully carry out
the intent and purpose of this LLC Agreement.

     13.15     Incorporation of Recitals.   The preamble and
recitals to this LLC Agreement are hereby incorporated by
reference and made an integral part hereof.

     13.16     Indemnification.  The Company shall indemnify any
Member, representative on the Management Committee, Chairman or
officer of the Company (each referred to as an "Indemnified
Party") who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, arbitration, suit
or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
Company, by reason of the fact that such Indemnified Party is or
was a Member, representative on the Management Committee,
Chairman or officer of the Company or is or was serving at the
request of the Company as a director or officer of another
corporation, partnership, joint venture, trust, or other
enterprise, against liability incurred in connection with such
action, arbitration, suit or proceeding, including attorneys'
fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by such Indemnified Party in connection
with such action, arbitration, suit or proceeding, including any
appeal thereof, if such Indemnified Party acted in good faith and
in a manner such Indemnified Party reasonably believed to be in
or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such Indemnified Party's conduct was unlawful,
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such Indemnified Party shall
have been adjudged to be liable for gross negligence or gross
misconduct in the performance of such Indemnified Party's duty to
the Company unless and only to the extent that the court or
arbitration in which the action, arbitration or suit was brought
determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, such
Indemnified Party is fairly and reasonably entitled to indemnity
for such expenses which the court or arbitration shall deem
proper.  The termination of any action, arbitration, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the Indemnified Party did not act in
good faith and in a manner which such Indemnified Party
reasonably believed to be in or not opposed to the best interests
of the  Company and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such Indemnified
Party's conduct was unlawful.

     13.17     Holdings' Put Option.

          (a)  Grant of Put Option.  Holdings shall have the
option (the "Holdings Put Option") to sell all or part of
Holdings' Economic or Voting Interests in all or any Series (the
"Put Interest") to the Company, upon written notice to the
Company, if the Company has not, by January 31, 2004 (the
"Triggering Date"): (i) consummated an initial public offering;
(ii) merged with or into another entity; or (iii) dissolved or
liquidated its assets.  Holdings (including its permitted
successors and assigns) shall have a period of ninety (90) days
after the Triggering Date to exercise the Holdings Put Option.
The events described in clauses (i), (ii) and (iii) of this
Section 13.17(a) shall hereinafter be referred to as the
"Triggering Events").

          (b)  Purchase Price.  The purchase price payable by the
Company upon the exercise by Holdings of the Holdings Put Option
shall equal the "fair market value" of the Put Interest.  The
"fair market value" of the Put Interest shall be determined by
the mutual agreement of the Company and Holdings or, if the
Company and Holdings cannot agree upon such value, then by
appraisal by one or more third party appraisers selected by the
Company and Holdings with significant experience in valuing
companies of the size and otherwise similarly situated as the
Company.

          (c)  No Breach Upon Repurchase.  Notwithstanding
anything in Section 12.2 hereof to the contrary, the exercise by
Holdings of the Holdings Put Option shall not be deemed a breach
of this LLC Agreement and the repurchase by the Company of the
Put Interest upon the exercise of the Holdings Put Option shall
be expressly permitted notwithstanding anything herein to the
contrary.

          (d)  Termination of Holdings Put Option.  The Holdings
Put Option shall terminate immediately and without notice if any
of the Triggering Events occur before the Triggering Date.

     IN WITNESS WHEREOF, the parties hereto have signed this LLC
Agreement on the date first above written.


                              KLT ENERGY SERVICES INC.,
                              a Missouri corporation

                              By: /s/M. G. English
                              Name:  M. G. English
                              Title: Secretary


                              MTB ENERGY, INC.
                              a Missouri corporation

                              By: /s/Tim Clemons
                              Name:  Tim Clemons
                              Title: President


                              ENVIRONMENTAL LIGHTING CONCEPTS, INC.
                              a Minnesota corporation

                              By: /s/Mark R. Schroeder
                              Name:  Mark R. Schroeder
                              Title: President


                              SE HOLDINGS, L.L.C.,
                              a Delaware limited liability
                              company

                              By: /s/Richard Zomnir
                              Name:  Richard Zomnir
                              Title: CEO & Pres.

                                                      Exhibit B-95

                    CERTIFICATE OF FORMATION

                               OF

                    STRATEGIC ENERGY, L.L.C.


          This certificate of Formation of Strategic Energy,
L.L.C. (the "LLC"), dated as of September 24, 1998, is being duly
executed and filed by Chester R. Babst III, as an authorized
person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del. C.  18-101 et seq. ).

          FIRST.  The name of the limited liability company
formed hereby is Strategic Energy, L.L.C.

          SECOND.  The address of the registered office of the
L.L.C. in the State of Delaware is c/o The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

          THIRD.  The name and address of the registered agent
for service of process on the L.L.C. in the State of Delaware is
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, New Castle County, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation as of the date first above written.


/s/Chester R. Babst III

Exhibit B-96 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC ENERGY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY DATED DECEMBER 31, 1999 TABLE OF CONTENTS Page ARTICLE 1 THE LIMITED LIABILITY COMPANY 1 1.1 Formation of Limited Liability Company. 1 1.2 Registered Office and Agent. 1 1.3 Purpose. 2 1.4 Principal Place of Business. 2 1.5 Property. 2 1.6 No State Law Partnership. 2 1.7 Limited Authority of Members. 2 ARTICLE 2 DEFINITIONS 2 2.1 Definitions. 2 (a) "Affiliate" 2 (b) "Capital Account" 3 (c) "Capital Contribution" or "Capital Contributions" 3 (d) "Code" 4 (e) "Economic Interest" 4 (f) "Economic Interest Owner" 4 (g) "Gross Asset Value" 4 (h) "Management Committee" 5 (i) "Member" 5 (j) "Net Profits" and "Net Losses" 5 (k) "Operating Costs" 6 (l) [omitted] 6 (m) "Person" 6 (n) "Proceeds" 6 (o) "Regulations" 6 (p) "Subsidiary" 6 (q) "Unit" 6 (r) "Voting Interest" 7 2.2 Other Definitional Provisions. 7 ARTICLE 3 MANAGEMENT 7 3.1 Management Committee. 7 3.2 Transactions with Members and Affiliates. 8 3.3 Chairman and Other Officers. 8 3.4 Meetings. 8 3.5 Quorum. 9 3.6 Voting. 9 3.7 Action Without A Meeting. 9 3.8 Telephone Meetings. 9 3.9 Waiver of Notice. 9 3.10 Salary and Expenses. 9 3.11 Operating Budgets. 9 3.12 Matters Requiring Unanimous Approval of the Management Committee. 10 3.13 Powers of the Management Committee. 10 3.14 Duties of Chief Executive Officer. 11 3.15 Removal or Resignation of Chief Executive Officer. 12 3.16 Compensation of Chief Executive Officer. 13 3.17 Restrictions on the Members. 13 ARTICLE 4 RIGHTS AND OBLIGATIONS OF MEMBERS 13 4.1 Limitation of Liability. 13 4.2 Company Liabilities. 13 4.3 Priority and Return of Capital. 13 4.4 Liability of a Member or Economic Interest Owner to the Company. 13 4.5 Independent Activities. 13 ARTICLE 5 MEETINGS OF MEMBERS 14 5.1 Annual Meeting. 14 ARTICLE 6 CAPITAL CONTRIBUTIONS 14 6.1 Initial Capital Contributions. 14 6.2 Additional Capital Contributions. 14 6.3 Capital Accounts of Members. 14 6.4 Interest and Other Amounts. 14 6.5 Amendment of Documents. 14 6.6 Withdrawal of Capital Contribution. 15 6.7 Loans of Members. 15 ARTICLE 7 ALLOCATIONS 15 7.1 Net Profits and Net Losses. 15 ARTICLE 8 ACCOUNTING. DISTRIBUTIONS AND TAXES 15 8.1 Distribution of Cash. 15 8.2 Accounting. 15 ARTICLE 9 TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION 16 9.1 Term. 16 9.2 Events of Dissolution. 16 9.3 Cessation of Business. 17 9.4 Winding Up, Liquidation and Distribution of Assets. 17 9.5 Certificate of Cancellation. 17 9.6 Return of Contribution Nonrecourse to Other Members. 18 ARTICLE 10 MISCELLANEOUS PROVISIONS 18 10.1 Waiver of Right of Partition. 18 10.2 Notices. 18 10.3 Governing Law. 18 10.4 Entire Agreement. 18 10.5 Binding Agreement. 18 10.6 Interpretation. 19 10.7 Severability. 19 10.8 Waiver. 19 10.9 Equitable Remedies. 19 10.10 Attorney's Fees. 19 10.11 Counterparts. 20 10.12 Saving Clause. 20 10.13 Further Documentation. 20 10.14 Incorporation of Recitals. 20 10.15 Indemnification. 20 EXHIBIT A 23 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC ENERGY, L.L.C. THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ("LLC Agreement"), is made and entered into this 31st day of December, 1999, by and between Custom Energy Holdings, a Delaware limited liability company ("CE" or the "Member") and Strategic Energy, L.L.C., a Delaware limited liability company ("Company") WHEREAS, KLT Energy Services, Inc., a Missouri corporation ("KLT"), Environmental Lighting Concepts, Inc. a Minnesota corporation ("ELC"), MTB Energy, Inc., a Missouri corporation ("MTB") and SE Holdings, L.L.C., a Delaware limited liability company ("Holdings") own all of the outstanding interests of CE; WHEREAS, CE now holds all of the issued and outstanding interests of the Company, and WHEREAS, the Company and CE wish to adopt this LLC Agreement; NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 THE LIMITED LIABILITY COMPANY 1.1 Formation of Limited Liability Company. The Certificate of Formation of Strategic Energy, L.L.C. (the "Company") was filed in the office of the Secretary of State of Delaware pursuant to the Delaware Act on the 24th day of September, 1998 and is hereby ratified by the Members. 1.2 Registered Office and Agent. The address of the Company's registered office in the State of Delaware is located at 1013 Centre Road, Wilmington, Delaware 19805, or any other or additional place or places as the Members may determine from time to time, and the registered agent at such office is The Corporation Service Company. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Management Committee shall promptly designate a replacement registered agent or registered office as the case may be, and make the appropriate filings with the secretary of state. If the Management Committee shall fail to designate a replacement registered agent or registered office, as the case may be, then any one Member may designate a replacement registered agent or registered office and make the appropriate filings in the Office of the Secretary of State of Delaware. 1.3 Purpose. The purpose and business of the Company shall be to provide power supply coordination services, direct power and gas, and competitive power purchasing strategies to commercial and industrial customers, and to invest in business ventures which undertake such activities, and to do all other things which are reasonably incidental to the foregoing. The Company may transact any or all other lawful business for which a limited liability company may be organized under the Delaware Act upon the affirmative vote or consent of the Management Committee of the Company specifically authorizing any such other lawful business. 1.4 Principal Place of Business. The principal place of business of the Company shall be Two Gateway Center, Ninth Floor, Pittsburgh, PA 15220, or at such other place or places within or without the State of Delaware as the Management Committee may designate from time to time. 1.5 Property. All assets, including real and personal property owned and held by the Company shall be owned by the Company in the name of the Company and no Member or Economic Interest Owner shall have any ownership interest in such property in its individual name or right. Each Member's or Economic Interest Owner's interest in the Company shall be personal property for all purposes. Any deed, bill of sale, mortgage, lease, contract of sale or other instrument purporting to convey or encumber any interest in the property of the Company shall be signed only as authorized by the affirmative vote or consent of the Management Committee as provided herein. 1.6 No State Law Partnership. The Members have formed the Company under the Delaware Act, and intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, that no Member shall be a partner of, or a joint venturer with, any other Member for any purpose, other than for United States federal and state tax purposes, and that this Agreement shall not be construed to suggest otherwise. 1.7 Limited Authority of Members. No Member shall have any authority to bind the Company as to any matter except as expressly provided herein. ARTICLE 2 DEFINITIONS 2.1 Definitions. As used in this LLC Agreement: (a) "Affiliate" means, when used with reference to a specified Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such specified Person, (ii) any Person owning or controlling 10 percent or more of the outstanding voting securities of such specified Person, and (iii) any officer, director or partner of such specified Person or of any Person specified in (i) or (ii) above. The term "Affiliate" shall not include any Person providing legal, accounting or other professional services to the Company solely on account of providing such services. (b) "Capital Account" means, with respect to any Member or Economic Interest Owner, the Capital Account maintained for such Person in accordance with the following provisions: (i) To each Person's Capital Account there shall be credited such Member's or Economic Interest Owner's Capital Contributions, such Member's or Economic Interest Owner's distributive share of Net Profits and any items in the nature of income or gain which are specially allocated pursuant to Article 7 hereof, and the amount of any Company liabilities assumed by such Member or Economic Interest Owner or which are secured by any Property distributed to such Member or Economic Interest Owner. (ii) To each Member's or Economic Interest Owner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Member or Economic Interest Owner pursuant to any provision of this LLC Agreement, such Member's or Economic Interest Owner's distributive share of Net Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Article 7 hereof, and the amount of any liabilities of such Member or Economic Interest Owner assumed by the Company or which are secured by any property contributed by such Member or Economic Interest Owner to the Company. (iii) In the event any interest in the Company is transferred in accordance with the terms of this LLC Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. (iv) In determining the amount of any liability for purposes of Sections 2.l(b)(i) and 2.l(b)(ii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this LLC Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations, assuming that such regulations applied to the Company. (c) "Capital Contribution" or "Capital Contributions" means, with respect to any Member or Economic Interest Owner, the amount of money and the Gross Asset Value of any property (other than money) contributed to the Company with respect to the Percentage Interest held by such Member or Economic Interest Owner pursuant to the terms of this LLC Agreement. The initial Capital Contributions of the Members are set forth on Exhibit A hereto, which is incorporated herein by this reference. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). (e) "Economic Interest" shall mean the ownership interest of a Person in the Company's Net Profits, Net Losses and the distribution of Net Profits and/or the Company's assets pursuant to this LLC Agreement and the Delaware Act, but shall not include any right to vote on, consent to or otherwise participate in any decision of the Members in the management of the Company, nor any right to appoint a representative of the Management Committee. (f) "Economic Interest Owner" shall mean any Person who owns an Economic Interest, but is not a Member. (g) "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes (reduced by the amount of any liabilities that are liens on such asset), except as follows: (i) The initial Gross Asset Value of any asset contributed by a Member or Economic Interest Owner to the Company shall be the gross fair market value of such asset, as determined by the contributing Member or Economic Interest Owner and all of the remaining Members; (ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Management Committee, as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member or Economic Interest Owner in exchange for more than a de minimis Capital Contribution; and (B) the distribution by the Company to a Member or Economic Interest Owner of more than a de minimis amount of property as consideration for an interest in the Company. (iii) The Gross Asset Value of any Company asset distributed to any Member or Economic Interest Owner shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by the distributee and the Management Committee; (iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 2.1(g)(iv) to the extent the Management Committee determine that an adjustment pursuant to Section 2.1(g)(ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 2.1(g)(iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 2.l(g)(i), Section 2.1(g)(ii), or Section 2.l(g)(iv) hereof, such Gross Asset Value shall thereafter be adjusted by the depreciation or amortization taken into account with respect to such asset for purposes of computing Net Profits and Net Losses. (h) "Management Committee" shall mean the committee of the Company, appointed by the Member and established pursuant to Article 3 of this LLC Agreement. (i) "Member" shall mean any person executing this LLC Agreement from time to time and as otherwise admitted as a member of the Company. (j) "Net Profits" and "Net Losses" means, for each fiscal year, an amount equal to the Company's taxable income or loss for such fiscal year, determined in accordance with Code Section 703(a) (for these purposes, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this Section 2.1(j) shall be added to such taxable income or loss; (ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704- 1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this Section 2.1(j) shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to Section 2.1(g)(ii) or Section 2.1(g)(iii) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits or Net Losses; (iv) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (v) Depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss shall be determined based upon the property's Gross Asset Value. (vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1 (b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's or Economic Interest Owner's interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and (vii) Notwithstanding any other provision of this Section 2.1(j), any items which are specially allocated pursuant to Section 7 hereof shall not be taken into account in computing Net Profits or Net Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 7 hereof shall be determined by applying rules analogous to those set forth in Sections 2.l(j)(i) through 2.1(j)(iv) above. (k) "Operating Costs" shall mean, with respect to any period, all cash expenditures incurred incident to the normal operation of the Company's business and any amounts determined by the Management Committee, from time to time, to be reasonably necessary to provide a reserve for the operations, expenses, debt payments, capital improvements, and contingencies of the Company. (l) [omitted] (m) "Person" shall include any individual, trust, estate, corporation, partnership, limited liability company, association or other entity. (n) "Proceeds" shall mean, with respect to any period, gross receipts received by the Company from all sources during such period, including, without limitation, all sales, other dispositions, and refinancing of the Company's property, but does not include Capital Contributions as provided for in Article 6 of this LLC Agreement. (o) "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). (p) "Subsidiary" means, with respect to the Company, any Person of which securities or other ownership interests having ordinary voting power to elect at least a majority of the board of directors or other persons performing similar functions are at the same time directly owned or indirectly owned by the Company. (q) "Unit" shall mean a fraction of an Economic Interest or a Voting Interest, as the case may be, the numerator of which shall be one (1), and the denominator of which shall be the total number of issued and outstanding Units of the Company. (r) "Voting Interest" shall mean, with respect to any Member, such Person's ownership of voting rights in the Company (including without limitation the right to appoint representatives to the Management Committee as herein provided), as set forth in this Agreement. 2.2 Other Definitional Provisions. (a) As used in this Agreement, accounting terms not defined in this Agreement shall have the respective meanings given to them under generally accepted accounting principles. (b) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified. (c) Words of the masculine gender shall be deemed to include the feminine or neuter genders, and vice versa, where applicable. (d) Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable. (e) Words not defined herein, but defined in the Limited Liability Agreement of CE shall have the meanings accorded such terms in such agreement. ARTICLE 3 MANAGEMENT 3.1 Management Committee. The business and affairs of the Company shall be controlled and managed exclusively by a Management Committee which, subject to the provisions and limitations contained in this LLC Agreement and any applicable law, shall have the power and authority to take, or cause to be taken, any and all actions necessary and proper to conduct the business affairs of the Company and carry out its duties as described in this LLC Agreement. The Management Committee shall consist of four (4) representatives, one (1) of whom shall be appointed by KLT, one (1) of whom shall be appointed by MTB, one (1) of whom shall be appointed by ELC, and one (1) of whom shall be appointed by Holdings. In the event of the resignation or death of a representative, the vacancy shall be promptly filled by a nominee of the Person who appointed the departing representative. The appointment of each representative on the Management Committee subsequent to the initial representatives named this Section 3.1 shall be evidenced by an appointment, and acceptance of appointment, in a writing delivered to the Company by the Person entitled to appoint such representative. Each representative will serve on the Management Committee at the pleasure of the Person appointing him or her. The Management Committee shall, as of the date of this LLC Agreement, consist of Ronald G. Wasson (appointed by KLT), Gregory J. Orman (appointed by ELC), L. Tim Clemons (appointed by MTB), and Richard M. Zomnir (appointed by Holdings). If a member of CE transfers all of its Economic Interests and the transferee thereof is admitted as a member of CE as provided in the LLC Agreement of CE, then the transferee of such Economic Interest shall succeed to such Person=s rights to appoint representatives to the Management Committee as provided in this Section 3.1. In addition, if CE admits any additional member who receives a Series SEL Voting Interest in CE, the number of representatives to the Management Committee shall be increase by one (1) representative and such additional member of CE shall be allowed to appoint such representative. 3.2 Transactions with Members and Affiliates. The Company may enter into agreements with one or more Members or Affiliates of a Member to provide financing, leasing, management, legal, accounting, architectural, brokerage, development, or other services or to buy, sell, or lease assets to or from the Company ("Affiliate Transactions") with a value of less than five thousand dollars ($5,000), provided that any such agreements and transactions shall be disclosed to the Management Committee and be at rates at least as favorable to the Company as those available from unaffiliated parties. Affiliate Transactions with a value of five thousand dollars ($5,000) or more shall require the express written consent of the Chief Executive Officer, or, if the Chief Executive Officer is an Affiliate in the Affiliate Transaction, the consent required shall be that of the next highest unaffiliated officer. The validity of any transaction, agreement, or payment involving the Company and any Member or Affiliate of a Member otherwise permitted hereunder shall not be affected by reason of the relationship between such Person and the Company or any of its Members. 3.3 Chairman and Other Officers. A representative on the Management Committee shall serve as the Chairman of the Management Committee and as Chief Executive Officer of the Company. The initial Chairman of the Management Committee and Chief Executive Officer of the Company shall be Richard M. Zomnir. The Chief Executive Officer shall have those duties and responsibilities as are outlined in Section 3.14 hereof. The Company shall have such other officers as may be appointed by the Management Committee, or in the absence of such appointment, as designated by the Chairman of the Management Committee. The Chairman of the Management Committee shall preside at all meetings of the Management Committee, and shall have such other duties and responsibilities as may be assigned by the Management Committee from time to time. 3.4 Meetings. The Management Committee shall have quarterly meetings within eight weeks after the end of each fiscal quarter. Meetings of the Management Committee may be called by either the Chairman of the Management Committee, or by another representative on the Management Committee, by written notice designating the time and place of the meeting sent to each representative not fewer than five (5) nor more than ten (10) days before the date of the meeting to the address of the Member appointing such representative. If no place is designated, then the meeting shall be held at the Company's principal place of business. If all of the representatives to the Management Committee meet at any time and place, the meeting shall be valid without call or notice and any lawful action may be taken at such meeting. 3.5 Quorum. The presence of three representatives of the Management Committee at such meeting shall constitute a quorum at any duly called meeting of the Management Committee. 3.6 Voting. Each representative on the Management Committee shall be entitled to an equal vote upon each matter submitted or required to be submitted to a vote at a meeting of the Management Committee. An affirmative vote of three representatives shall be required to approve the action to be taken by the Management Committee, except for matters requiring a unanimous vote set forth in Section 3.12. 3.7 Action Without A Meeting. Any action which is required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the actions so taken, is signed by each of the representatives to the Management Committee entitled to vote on such matter and filed with the Company. 3.8 Telephone Meetings. Representatives of the Management Committee may participate in a meeting of the Management Committee by means of conference telephone or other similar communication equipment whereby all persons participating in the meeting can hear each other. Participation in the meeting in this manner constitutes presence in person at the meeting. 3.9 Waiver of Notice. Whenever any notice is required to be given to any representative to the Management Committee, a waiver of the notice in writing signed by the person entitled to the notice, whether before, at or after the time stated therein, and delivered to the Company for inclusion in the minutes or filing with the Company's records, shall be deemed equivalent to the giving of such notice. 3.10 Salary and Expenses. Representatives serving on the Management Committee, as such, shall not receive any stated salary for their services on the Management Committee, but by resolution of the Management Committee may receive reimbursement of expenses of attendance at each meeting of the Management Committee. 3.11 Operating Budgets. No later than sixty (60) days prior to the end of the then current fiscal year, the Management Committee shall review and adopt annual operating budgets for the Company. No action or failure to act which would constitute a material change from any general and administrative expense or capital item in the budget shall be made or caused by the Company without the prior affirmative vote or consent of the Management Committee. Each budget shall include the following: (a) A narrative description of any activities proposed to be undertaken during the period subject of such budget; (b) A projected annual income statement (accrual basis) for such period; (c) A projected balance sheet as of the end of the period; (d) A schedule of projected cash flow (including itemized operating revenues, costs, and expenses) for such period; and (e) A description of any proposed investments and capital expenditures, including projected dates for commencement and completion of the foregoing, as well as the description of any contemplated or existing financing activities for such period. 3.12 Matters Requiring Unanimous Approval of the Management Committee. All of the representatives of the Management Committee shall have to approve any of the following: (a) Amend this LLC Agreement or admit any new Member or issue any additional Economic Interests; (b) Take any action or fail to take any action in contravention of this LLC Agreement; (c) Make or cause the Company to become a party to any contract or commitment, or renew, extend, amend or modify any contract or commitment, with a Member or an Affiliate of a Member, except as expressly permitted by this LLC Agreement; (d) Dissolve and wind up the business of the Company or the taking of any corporate or other action by or on behalf of the Company in furtherance of the foregoing (except as contemplated in Section 3.13); (g) Assume, incur, or guarantee or become liable for any indebtedness or borrowed money on behalf of the Company if such indebtedness or borrowed money is recourse to any of the Members; or 3.13 Powers of the Management Committee. In addition to that contemplated above, the Management Committee shall have the power to do the following upon the affirmative vote of three representatives of the Management Committee, without the consent of the Members: (a) Merge or consolidate or agree to merge or consolidate the Company with or into any other entity; (b) Approve any non-budgeted expenditure; (c) Make an acquisition of, or investment in, any business enterprise or venture; (d) Assume, incur or guarantee or become liable for any indebtedness or borrowed money on behalf of the Company; (e) Review and adopt all operating and other budgets of the Company; (f) Sell, exchange, lease, mortgage, pledge or otherwise dispose of all or a substantial portion of the property and assets of the Company in a single transaction or series of related transactions; (g) File any registration statement or any amendments thereto with the Securities and Exchange Commission ("SEC") registering any of the Voting Interests, Economic Interests or other securities of the Company or file or prepare a prospectus in accordance with Rule 424(b) as promulgated by the SEC: (h) Transact any business other than that which is consistent with the purpose and business of the Company as described in Section 1.3 above; (i) Make any distributions to the Members or Economic Interest Owners, except as otherwise provided in this LLC Agreement; (j) The partition of any assets of the Company or any distribution of any assets of the Company; (k) Increase the salary of an Affiliate of any member of CE; and (l) Take such other actions specified in this LLC Agreement as requiring the consent or approval of the Management Committee. 3.14 Duties of Chief Executive Officer. The Chief Executive Officer shall be responsible for the management of the day to day business and affairs of the Company in accordance with the annual budgets adopted by the Management Committee and as otherwise directed by the Management Committee from time to time. Any decision or act of the Chief Executive Officer within the scope of the Chief Executive Officer's authority granted hereunder shall control and bind the Company. The Chief Executive Officer may, at his sole discretion, delegate his duties and responsibilities hereunder to other officers of the Company. Except as set forth in Sections 3.12 and 3.13 above, the Chief Executive Officer shall have the power to do the following, without the consent of the Members or the Management Committee: (a) Control of the day-to-day operations of the Company; (b) Carrying out and affecting all directions of the Management Committee; (c) Providing for the accounting function for the Company; (d) Applying for and obtaining all appropriate insurance coverage; (e) Temporary investment of the Company's funds and short-term investments providing for appropriate safety of principal; (f) Engaging in any kind of activity and performing and carrying out all contracts of any kind necessary to, in connection with or incidental to the accomplishment of the purposes and business of the Company, so long as said activities and contracts are in the ordinary course of business; (g) Negotiate, execute and perform all agreements, and exercise all rights and remedies of the Company in connection with the foregoing; and (h) Providing quarterly and annual budgets, and operating and financial reports to the Management Committee. 3.15 Removal or Resignation of Chief Executive Officer. The Management Committee, by a majority vote thereof, may remove the Chief Executive Officer, in its sole and absolute discretion if, at any time or from time to time, it becomes dissatisfied with the Chief Executive Officer's performance under this Agreement (regardless of whether such dissatisfaction shall constitute legal "cause" for termination). A Person who has been removed as Chief Executive Officer shall continue to be a Member or Economic Interest Owner for all other purposes of this Agreement, if the Chief Executive Officer is also a Member or Economic Interest Owner in the Company. The Chief Executive Officer of the Company may resign at any time by giving sixty (60) days advance written notice to each of the representatives to the Management Committee. The resignation of a Chief Executive Officer shall take effect sixty (60) days from the date of the notice or at such later time as shall be specified in the notice and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Chief Executive Officer who is also a Member or Economic Interest Owner shall not affect the Chief Executive Officer's rights as a Member or Economic Interest Owner and shall not constitute a withdrawal of the Member or Economic Interest Owner from the Company. 3.16 Compensation of Chief Executive Officer. The compensation of the Chief Executive Officer shall be fixed from time to time by the Management Committee, and no Chief Executive Officer shall be prevented from receiving any such compensation because the Chief Executive Officer is also a Member or Economic Interest Owner of the Company. 3.17 Restrictions on the Members. No Member or Economic Interest Owner individually shall have the authority to do any binding act on behalf of the Company without the approval of the Management Committee as provided in this LLC Agreement. ARTICLE 4 RIGHTS AND OBLIGATIONS OF MEMBERS 4.1 Limitation of Liability. Each Member's and Economic Interest Owner's liability shall be limited as set forth in this LLC Agreement, the Delaware Act and other applicable law. 4.2 Company Liabilities. A Member or Economic Interest Owner will not be personally liable for any debts or losses of the Company beyond the Member's or Economic Interest Owner's respective capital contributions and any obligation of the Members and Economic Interest Owners to make additional Capital Contributions as provided in this LLC Agreement, except as required by law. 4.3 Priority and Return of Capital. Except as otherwise expressly provided in this LLC Agreement, no Member or Economic Interest Owner shall have priority over any other Member or Economic Interest Owner, either for the return of Capital Contributions or for Net Profits, Net Losses or distributions; provided that this Section shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company. 4.4 Liability of a Member or Economic Interest Owner to the Company. A Member or Economic Interest Owner who rightfully receives a return in whole or in part of its Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Delaware Act. 4.5 Independent Activities. Except as may otherwise be agreed upon in writing between the Company and a Member or Economic Interest Owner, each Member, Economic Interest Owner and Management Committee representative shall be required to devote only such time to the affairs of the Company as such Member, Economic Interest Owner and Management Committee representative determines in its sole discretion, and each such Member, Economic Interest Owner and Management Committee representative shall be free to serve any other Person in any capacity that it may deem appropriate in its discretion; provided, however, that no Member, Economic Interest Owner or Management Committee representative shall either directly or indirectly engage in any activities which in any way concern or are related to the license, sale, provision, use or marketing of products, services or activities which are licensed, sold, provided, used or marketed by the Company, or which activities otherwise are competitive with the Company or otherwise, without first acquiring the written approval of each of the representatives of the Management Committee not appointed by the Member or Economic Interest Owner requesting or requiring such approval. ARTICLE 5 MEETINGS OF MEMBERS 5.1 Annual Meeting. The Member shall not hold any meetings, since the Company shall act solely through the Management Committee. ARTICLE 6 CAPITAL CONTRIBUTIONS 6.1 Initial Capital Contributions. A Capital Account shall be maintained for each Member as provided in Section 2.1(b) above, which shall include the initial Capital Contribution of each Member as set forth on Exhibit A, attached hereto. The number of Units of Percentage Interest of each Member shall be as also set forth in Exhibit A. No Member shall have any interest or rights in the capital contributed by any other Member. 6.2 Additional Capital Contributions. The Member and the Management Committee recognize that the Company may require additional capital from time to time in order to accomplish the purposes and the business for which the Company is formed. If the Member determines to make an Additional Capital Contribution to the Company pursuant to Section 6.2.2 of the CE Limited Liability Company Agreement, the Member shall make a contribution to the Capital of the Company in the amount of such Additional Capital Contribution made to CE pursuant to such Section. 6.3 Capital Accounts of Members. The amount of any additional Capital Contribution made by any Member or Economic Interest Owner shall be added to the Capital Account of such contributing Member or Economic Interest Owner. 6.4 Interest and Other Amounts. No Member or Economic Interest Owner shall receive any interest, salary, or drawing with respect to its Capital Contributions or its Capital Account or for services rendered to or on behalf of the Company or otherwise in its capacity as a Member or Economic Interest Owner, except as otherwise provided in this LLC Agreement or other agreement approved and ratified by all of the Members between the Company and such Member or Economic Interest Owner. 6.5 Amendment of Documents. Except as provided above or pursuant to a Member's or Economic Interest Owner's acquisition of an additional Economic Interest as permitted under this LLC Agreement, any adjustments in Percentage Interests shall be effectuated by amending this LLC Agreement and the execution and filing of any other documents required by the Delaware Act. 6.6 Withdrawal of Capital Contribution. Except as otherwise provided in this LLC Agreement, the affirmative vote or consent of all of the Members shall be required to modify, compromise or release the amount and/or character of a Member's or Economic Interest Owner's Capital Contribution, or any promise made by a Member as consideration for the acquisition of an interest in the Company. Under circumstances requiring the return of any Capital Contribution, no Member or Economic Interest Owner shall have the right to receive any property of the Company, other than cash, except as may be specifically provided herein. 6.7 Loans of Members. A Member or Economic Interest Owner may loan cash or other property to the Company, should additional funds be required, upon such terms as all of the Members shall agree by affirmative vote or consent. Loans by any Member or Economic Interest Owner to the Company shall not be considered as contributions to the capital of the Company. Except as otherwise provided in this LLC Agreement, none of the Members or Economic Interest Owners shall be obligated to make any loan or advance to the Company. ARTICLE 7 ALLOCATIONS 7.1 Net Profits and Net Losses. Net Profits and Net Losses for any fiscal year shall be allocated to the Member. ARTICLE 8 ACCOUNTING. DISTRIBUTIONS AND TAXES 8.1 Distribution of Cash. If the Management Committee determines that the Company has adequate available cash (taking into account its current and anticipated future cash needs), the Company shall make cash distributions to CE in the amount determined by the Management Committee, which amounts shall be distributed by CE pursuant to Section 8.1 of the CE Limited Liability Company Agreement. Notwithstanding the foregoing, the Management Committee shall make, within forty five (45) days after the close of each quarter of each fiscal year, cash distributions to the Members and Economic Interest Owners in an amount equal to forty five percent (45%) of the Net Profits of the Company (or such greater amount as may be determined upon the affirmative vote of the Management Committee or required to pay any "accrued Flow-Through Tax Liability" attributed to the Members or Economic Interest Owners of the Company or the Members of CE holding Series SEL Economic Interests). Further, notwithstanding the foregoing, no distributions shall be made unless, after distribution is made, the assets of the Company are in excess of its liabilities, except amounts payable to Members or Economic Interest Owners on account of Capital Contributions. 8.2 Accounting. The fiscal and tax year of the Company shall be the calendar year. For tax purposes, the records of the Company shall be maintained on an accrual method of accounting. The books of account of the Company shall be kept and maintained at all times at the principal place of business of the Company or such other location as determined by the Management Committee. Each Member shall have the right at all reasonable times during usual business hours to audit, examine and make copies of or extracts from the books of account of the Company, and a list of the names and addresses of all of the Members and Economic Interest Owners. Such right may be exercised through any agent of such Member. Each Member shall bear all expenses incurred in any examination made for its account. As soon as reasonably practicable after the end of each calendar month, the Chief Executive Officer shall furnish each Member and Economic Interest Owner with an interim unaudited balance sheet of the Company as of the last day of such calendar month, an unaudited statement of profit or loss of the Company for such calendar month, and an unaudited statement of cash receipts and disbursements for such calendar month, each prepared in accordance with generally accepted accounting principles. As soon as reasonably practicable after the end of each fiscal and tax year, the Chief Executive Officer shall furnish each Member and Economic Interest Owner with: (i) a balance sheet of the Company as of the last day of such fiscal or tax year, a statement of profit or loss of the Company for such year, and a statement of cash receipts and disbursements, each prepared in accordance with generally accepted accounting principles and audited by the Company's independent certified public accountants; and (ii) a copy of the federal income tax return (if applicable) of the Company. ARTICLE 9 TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION 9.1 Term. The term of the Company was commenced on the date the Certificate of Formation for the Company was filed in the Office of the Delaware Secretary of State in accordance with the Delaware Act and shall continue until January 31, 2049 unless earlier dissolved by the unanimous written consent of all of the Members, or the provisions of the Certificate of Formation this LLC Agreement or the Delaware Act. 9.2 Events of Dissolution. Unless the continuation of the Company's business is approved by the affirmative vote or consent of all of the remaining Members within ninety (90) days of an event of withdrawal, the Company shall immediately dissolve upon an event of withdrawal. An event of withdrawal shall include: (a) January 31, 2049; (b) The affirmative vote or consent by all of the Members to dissolve, wind up and liquidate the Company; or (c) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company. 9.3 Cessation of Business. In the event of the occurrence of any event effecting the dissolution of the Company, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until the Chairman has filed a certificate of cancellation in the office of Delaware Secretary of State or until a decree terminating the Company has been entered by a court of competent jurisdiction. 9.4 Winding Up, Liquidation and Distribution of Assets. Upon dissolution, an accounting shall be made of the accounts of the Company and of the Company's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution and the Chairman shall immediately proceed to wind up the affairs of the Company. If the Company is dissolved and its affairs are to be wound up, the Chairman shall: (a) Collect and sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent a Majority in Interest may determine to distribute any assets to the Members and Economic Interest Owners in kind); (b) Allocate any Net Profits or Net Losses resulting from such sale or other disposition of the Company's assets to the Members' and Economic Interest Owners' Capital Accounts in accordance with Section 2.1(b) above; (c) Discharge all debts, liabilities and obligations of the Company, including those to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than debts, liabilities and obligations to Members and Economic Interest Owners for distributions, and establish such reserves as the Management Committee may deem reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such reserves shall be deemed to be an expense of the Company); (d) Distribute the remaining assets to the Member either in cash or in kind, with any assets distributed in kind being valued for this purpose at their fair market value. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated; and (f) The remaining Members shall comply with any applicable requirements of the Delaware Act pertaining to the winding up of the affairs of the Company and the final distribution of its assets. 9.5 Certificate of Cancellation. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining assets have been distributed to the Members and Economic Interest Owners, the Chairman shall execute a certificate of cancellation setting forth the information required by the Delaware Act and shall be delivered to the Delaware Secretary of State. 9.6 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this LLC Agreement, upon dissolution, each Member and Economic Interest Owner shall look solely to the assets of the Company for the return of its Capital Contributions. If the Company assets remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital Contributions of the Members and Economic Interest Owners, the Members and Economic Interest Owners shall have no recourse against any other Member or Economic Interest Owner. ARTICLE 10 MISCELLANEOUS PROVISIONS 10.1 Waiver of Right of Partition. It is specifically agreed that no Member or Economic Interest Owner shall have the right to ask for partition of the assets owned or hereafter acquired by the Company, nor shall any such Member or Economic Interest Owner have the right to any specific assets of the Company on the liquidation or winding up of the Company, except upon the affirmative vote or consent of all Members. 10.2 Notices. Except as otherwise provided in this LLC Agreement, any notice required or permitted herein shall be in writing and shall be deemed to have been delivered, whether actually received or not, two (2) calendar days after being deposited in the United States mail, by registered mail, return receipt requested, postage prepaid, addressed to the party entitled thereto at the last address of such party provided by such party to the Company. Any notice to the Company shall be sent to the Company's principal place of business. 10.3 Governing Law. This LLC Agreement has been made and executed in accordance with the Delaware Act and is to be construed, enforced, and governed in accordance therewith and with the laws of the State of Delaware. The parties agree that all actions or proceedings arising directly or indirectly from this LLC Agreement shall be commenced and litigated only in the District Court of Johnson County, Kansas, or the United States District Court for the District of Kansas, located in Kansas City, Kansas. The parties hereby consent to the jurisdiction over them of the District Court of Johnson County, Kansas, or the United States District Court for the District of Kansas, in all actions or proceedings arising directly or indirectly from this LLC Agreement. 10.4 Entire Agreement. Except as otherwise provided herein, this LLC Agreement together with the recitals and Exhibits hereto, each of which are incorporated herein by this reference, constitutes the entire agreement among the Members on the subject matter hereof and may not be changed, modified, amended, or supplemented except in writing, signed by all of the Members and consented to by all of the holders of the Series SEL Voting Interests in CE. All other oral or written agreements, promises, and arrangements in relation to the subject matter of this LLC Agreement are hereby rescinded. 10.5 Binding Agreement. Subject to the restrictions and encumbrances set forth herein, the terms and provisions of this LLC Agreement shall be binding upon, be enforceable by and inure; to the benefit of the Members, Economic Interest Owners and their respective heirs, executors, administrators, personal representatives, successors, and assigns. 10.6 Interpretation. The descriptive headings contained in this LLC Agreement are for convenience only and are not intended to define the subject matter of the provisions of this LLC Agreement and shall not be resorted to for interpretation thereof. 10.7 Severability. If any provision of this LLC Agreement or the application thereof to any individual or entity or circumstance shall be invalid or unenforceable to any extent, the remainder of this LLC Agreement and the application of such provisions to other individuals or entities or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 10.8 Waiver. No consent or waiver, express or implied, by any Member or Economic Interest Owner to or of any breach or default by any other Member or Economic Interest Owner in the performance by such other Member or Economic Interest Owner of its obligations under this LLC Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member or Economic Interest Owner of the same or any other obligations hereunder. The failure on the part of any Member or Economic Interest Owner to complain of any act or failure to act of any of the other Members or Economic Interest Owners or to declare any of the other Members or Economic Interest Owners in default, irrespective of how long such failure continues, shall not constitute a waiver by such Member or Economic Interest Owner of its rights under this LLC Agreement. 10.9 Equitable Remedies. The rights and remedies of any of the Members or Economic Interest Owners hereunder shall not be mutually exclusive. Each of the Members and Economic Interest Owners confirms that damages at law may be an inadequate remedy for a breach or threatened breach of this LLC Agreement and agrees that in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but nothing herein contained is intended to, nor shall it, limit or affect any right or rights at law or by statute or otherwise of a Member or Economic Interest Owners aggrieved as against a party for a breach or threatened breach of any provision hereof; it being the intention hereof to make clear the agreement of the Members and Economic Interest Owners that the respective rights and obligations of the Members and Economic Interest Owners hereunder shall be enforceable in equity as well as at law or otherwise. 10.10 Attorney's Fees. In the event of a default by a Member or Economic Interest Owner under this LLC Agreement, the non-defaulting Members and Economic Interest Owners shall be entitled to recover all costs and expenses, including attorney's fees, incurred as a result of said default or in connection with the enforcement of this LLC Agreement. 10.11 Counterparts. This LLC Agreement may be executed in two (2) or more counterparts, all of which taken together shall constitute one (1) instrument. 10.12 Saving Clause. In the event any provision of this LLC Agreement shall be, or shall be found to be, contrary to the Delaware Act, such provision shall be deemed amended so as to conform with such Act. 10.13 Further Documentation. Each of the parties hereto agrees in good faith to execute such further or additional documents as may be necessary or appropriate to fully carry out the intent and purpose of this LLC Agreement. 10.14 Incorporation of Recitals. The preamble and recitals to this LLC Agreement are hereby incorporated by reference and made an integral part hereof. 10.15 Indemnification. The Company shall indemnify any Member, representative on the Management Committee, Chairman or officer of the Company (each referred to as an "Indemnified Party") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, arbitration, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such Indemnified Party is or was a Member, representative on the Management Committee, Chairman or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such action, arbitration, suit or proceeding, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with such action, arbitration, suit or proceeding, including any appeal thereof, if such Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnified Party's conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Party shall have been adjudged to be liable for gross negligence or gross misconduct in the performance of such Indemnified Party's duty to the Company unless and only to the extent that the court or arbitration in which the action, arbitration or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnity for such expenses which the court or arbitration shall deem proper. The termination of any action, arbitration, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nob contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Party did not act in good faith and in a manner which such Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Indemnified Party's conduct was unlawful. IN WITNESS WHEREOF, the parties hereto have signed this LLC Agreement on the date first above written. Custom Energy Holdings, L.L.C. a Delaware limited liability company By: /s/Gregory J. Orman Name: Title: Strategic Energy, L.L.C. a Delaware limited liability company By: /s/Richard Zomnir Name: Richard Zomnir Title: CEO & Pres. Consented to by the holders of Series SEL Voting Interests: SE Holdings, L.L.C., a Delaware limited liability company By: /s/Richard Zomnir Name: Richard Zomnir Title: CEO & Pres. KLT Energy Services Inc., a Missouri corporation By: /s/Mark G. English Name: Mark G. English Title: Secretary MTB Energy, Inc., a Missouri corporation By: /s/Tim Clemons Name: Tim Clemons Title: President Environmental Lighting Concepts, Inc., a Minnesota corporation By: /s/Mark R. Schroeder Name: Mark R. Schroeder Title: President EXHIBIT A LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC ENERGY, L.L.C. Description and Number of Units Fair Market Value of of Initial Capital Economic and Voting Name Contribution Interests - ---------------- ---------------------- ------------------- Custom Energy $ 10,000,000 Holdings, L.L.C. TOTAL $ 10,000,000

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC ENERGY, L.L.C. This Amendment No. 1 (the "Amendment") to the Amended and Restated Limited Liability Company Agreement of Strategic Energy, L.L.C. dated as of December 31, 1999 (the "LLC Agreement") is made and entered into this 27th day of April, 2001, by and between Custom Energy Holdings, L.L.C., a Delaware limited liability company ("CE" or the "Member") and Strategic Energy, L.L.C., a Delaware limited liability company (the "Company"). Whereas, MTB Energy, Inc., a Missouri corporation, has agreed to transfer and exchange all of its Series SEL Economic Interest and Series SEL Voting Interest (as those terms are defined in the Amended and Restated Limited Liability Company Agreement of Custom Energy Holdings, L.L.C., dated as of December 31, 1999) in CE to KLT Energy Services Inc., and Whereas, the Member and the Company wish to make certain amendments to the LLC Agreement to reflect the effects of this transfer and exchange, as set forth in this Amendment, to be effective as of the closing date of said transfer and exchange of Interests. Now, therefore, in consideration of the mutual covenants and benefits set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The second paragraph of Section 3.1 of the LLC Agreement is deleted and the following paragraph inserted in lieu thereof: The Management Committee shall consist of four (4) representatives, two (2) of whom shall be appointed by KLT, one (1) of whom shall be appointed by ELC, and one (1) of whom shall be appointed by Holdings. In the event of the resignation or death of a representative, the vacancy shall be promptly filled by a nominee of the Person who appointed the departing representative. The appointment of each representative on the Management Committee subsequent to the initial representatives named in this Section 3.1 shall be evidenced by an appointment, and acceptance of appointment, in a writing delivered to the Company by the Person entitled to appoint such representative. Each representative will serve on the Management Committee at the pleasure of the Person appointing him or her. The Management Committee shall, as of the effective date of this Amendment No. 1, consist of P. Jay Schliesman and Gregory J. Orman (appointed by KLT), Mark R. Schroeder (appointed by ELC) and Richard M. Zomnir (appointed by Holdings). 2. Section 3.5 of the LLC Agreement is deleted and the following section inserted in lieu thereof: 3.5. Quorum. The presence of representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest shall constitute a quorum at any duly called meeting of the Management Committee. 3. Section 3.6 of the LLC Agreement is deleted and the following section inserted in lieu thereof: 3.6. Voting. Each representative on the Management Committee shall be entitled to a vote upon each matter submitted or required to be submitted to a vote at a meeting of the Management Committee in proportion to the percentage of Units of Series SEL Voting Interest held by the Person appointing such representative. An affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest shall be required to approve the action to be taken by the Management Committee, except for matters requiring a unanimous vote set forth in Section 3.12. 4. The first paragraph of Section 3.13 of the LLC Agreement is deleted and the following paragraph inserted in lieu thereof: 3.13 Powers of the Management Committee. In addition to that contemplated above, the Management Committee shall have the power to do the following upon the affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest, without the consent of the Members: 5. The first sentence of Section 3.15 of the LLC Agreement is deleted and the following sentence inserted in lieu thereof: The Management Committee, by an affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest, may remove the Chief Executive Officer, in its sole and absolute discretion if, at any time or from time to time, it becomes dissatisfied with the Chief Executive Officer's performance under this Agreement (regardless of whether such dissatisfaction shall constitute legal "cause" for termination). 6. This Amendment No. 1 will automatically become effective as of the closing date of the transfer and exchange of Interests pursuant to that certain Exchange Agreement between KLT Energy Services Inc. and MTB Energy, Inc., dated effective as of January 1, 2001. [signature page follows] In witness whereof, the parties hereto have signed this Amendment on the date first above written. Custom Energy Holdings, L.L.C., a Delaware limited liability company By:/s/Gregory J. Orman Gregory J. Orman, President and Chief Executive Officer Strategic Energy, L.L.C., a Delaware limited liability company By: /s/Richard M. Zomnir Richard M. Zomnir, President and Chief Executive Officer Consented to by the holders of Series SEL Voting Interests: SE Holdings, L.L.C., a Delaware limited liability company By: /s/Richard M. Zomnir Name: _______________________ Title: ______________________ KLT Energy Services Inc., a Missouri corporation By: /s/Frank R. Clark Frank R. Clark, Treasurer Environmental Lighting Concepts, Inc., a Minnesota corporation By: /s/Mark R. Schroeder Mark R. Schroeder, President MTB Energy, Inc. By: /s/L. Tim Clemons L. Tim Clemons, CEO

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRATEGIC ENERGY, L.L.C. This Amendment No. 1 (the "Amendment") to the Amended and Restated Limited Liability Company Agreement of Strategic Energy, L.L.C. dated as of December 31, 1999 (the "LLC Agreement") is made and entered into this 27th day of April, 2001, by and between Custom Energy Holdings, L.L.C., a Delaware limited liability company ("CE" or the "Member") and Strategic Energy, L.L.C., a Delaware limited liability company (the "Company"). Whereas, MTB Energy, Inc., a Missouri corporation, has agreed to transfer and exchange all of its Series SEL Economic Interest and Series SEL Voting Interest (as those terms are defined in the Amended and Restated Limited Liability Company Agreement of Custom Energy Holdings, L.L.C., dated as of December 31, 1999) in CE to KLT Energy Services Inc., and Whereas, the Member and the Company wish to make certain amendments to the LLC Agreement to reflect the effects of this transfer and exchange, as set forth in this Amendment, to be effective as of the closing date of said transfer and exchange of Interests. Now, therefore, in consideration of the mutual covenants and benefits set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The second paragraph of Section 3.1 of the LLC Agreement is deleted and the following paragraph inserted in lieu thereof: The Management Committee shall consist of four (4) representatives, two (2) of whom shall be appointed by KLT, one (1) of whom shall be appointed by ELC, and one (1) of whom shall be appointed by Holdings. In the event of the resignation or death of a representative, the vacancy shall be promptly filled by a nominee of the Person who appointed the departing representative. The appointment of each representative on the Management Committee subsequent to the initial representatives named in this Section 3.1 shall be evidenced by an appointment, and acceptance of appointment, in a writing delivered to the Company by the Person entitled to appoint such representative. Each representative will serve on the Management Committee at the pleasure of the Person appointing him or her. The Management Committee shall, as of the effective date of this Amendment No. 1, consist of P. Jay Schliesman and Gregory J. Orman (appointed by KLT), Mark R. Schoeder (appointed by ELC) and Richard M. Zomnir (appointed by Holdings). 2. Section 3.5 of the LLC Agreement is deleted and the following section inserted in lieu thereof: 3.5 Quorum. The presence of representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest shall constitute a quorum at any duly called meeting of the Management Committee. 3. Section 3.6 of the LLC Agreement is deleted and the following section inserted in lieu thereof: 3.6 Voting. Each representative on the Management Committee shall be entitled to a vote upon each matter submitted or required to be submitted to a vote at a meeting of the Management Committee in proportion to the percentage of Units of Series SEL Voting Interest held by the Person appointing such representative. An affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest shall be required to approve the action to be taken by the Management Committee, except for matters requiring a unanimous vote set forth in Section 3.12. 4. The first paragraph of Section 3.13 of the LLC Agreement is deleted and the following paragraph inserted in lieu thereof: 3.13 Powers of the Management Committee. In addition to that contemplated above, the Management Committee shall have the power to do the following upon the affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest, without the consent of the Members: 5. The first sentence of Section 3.15 of the LLC Agreement is deleted and the following sentence inserted in lieu thereof: The Management Committee, by an affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest, may remove the Chief Executive Officer, in its sole and absolute discretion if, at any time or from time to time, it becomes dissatisfied with the Chief Executive Officer's performance under this Agreement (regardless of whether such dissatisfaction shall constitute legal "cause" for termination). 6. This Amendment No. 1 will automatically become effective as of the closing date of the transfer and exchange of Interests pursuant to that certain Exchange Agreement between KLT Energy Services Inc. and MTB Energy, Inc., dated effective as of January 1, 2001. [signature page follows] In witness whereof, the parties hereto have signed this Amendment on the date first above written. Custom Energy Holdings, L.L.C., a Delaware limited liability company By:/s/Gregory J. Orman Gregory J. Orman, President and Chief Executive Officer Strategic Energy, L.L.C., a Delaware limited liability company By:/s/Richard M. Zomnir Richard M. Zomnir, President and Chief Executive Officer Consented to by the holders of Series SEL Voting Interests: SE Holdings, L.L.C., a Delaware limited liability company By:/s/Richard M. Zomnir KLT Energy Services Inc., a Missouri corporation By:/s/Frank R. Clark Frank R. Clark, Treasurer Environmental Lighting Concepts, Inc., a Minnesota corporation By:/s/Mark R. Schroeder Mark R. Schroeder, President

Exhibit b-97





                         State of Missouri
             Rebecca McDowell Cook, Secretary of State
     James C. Kirkpatrick State Information Center
600 W. Main Street, Rm 322, Jefferson City, MO 65101

Corporations Division
P.O. Box 778, Jefferson City, MO 65102




              Amended Articles Accepting
                Close Corporation Law
    (Submit in duplicate with filing fee of $25.00)


         The corporation's Articles of Incorporation
are hereby amended and restated by two-thirds of all
outstanding shareholders on May 16, 2000 to become a
statutory close corporation:


                     Article One
           The name of the corporation is KLT Gas Inc.
and it is a statutory close corporation.


                     Article Two

         The name and address of its initial registered
agent in this state is:

Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company 221 Bolivar Street,
Jefferson City, MO 65101


                    Article Three

       (A)    The aggregate number, class and par
value, if any, of shares which the corporation shall
have authority to issue are as follows: 70,000 shares
of common stock, all of which are without par value.



       (B)    The preferences, qualifications,
limitations, restrictions, and the special or relative
rights, including convertible rights, if any.in respect
to the shares of each class are as follows:
              There shall be no preferences,
qualifications, limitations, restrictions or special or
relative rights, including convertible rights, in
respect of the shares herein authorized.


                     Article Four

       (A)    The transfer of shares by a living
shareholder are as follows:
            1.     Governed by section 351.770; or
            2.     Stated as follows (state conditions
for transfer): There are no conditions or restrictions
on transfer.




       (B)    The transfer of shares of a deceased
shareholder are as follows:
            1.     Governed by sections 351.780, 785 &
790 and modified as follows (state modifying conditions
if any):


                   or










            2.     Governed by the following
conditions: There are no conditions or restrictions on
transfer.



           Article Five

           (Choose one)

        X  The corporation does not have a board of
directors; or

          The number of directors to constitute the
first board of directors is
         Thereafter the number of directors shall be
fixed by, or the manner provided in the bylaws. Any
changes in the number will be reported to the Secretary
of State within thirty calendar days of such change; or

         The number of directors to constitute the
board of directors is     (The number of directors to
constitute the board of directors must be stated herein
if there are to be less than three directors. The
person to constitute the first board of directors may,
but not need, be named.)


                     Article Six

         The duration of the corporation is perpetual.


           Article Seven

         The corporation is formed for the following
purposes: The corporation is organized to engage in any
lawful purpose.


           Article Eight

         This close corporation shall be dissolved in
the following manner (complete both A & B):

       (A)    The following shareholder or shareholders
have authority to dissolve the corporation (indicate
all if all have authority and the percentage of votes
required to vote on the dissolution, otherwise list
name of individual shareholders with authority to
dissolve): All shareholders have authority to vote on a
proposal of dissolution. Such proposal must be approved
by at least 2/3 of the votes entitled to be cast on the
proposal.



       (B)    The above shareholder or shareholders may
dissolve the corporation as follows:
            1.    At will (check here x    ); or
            2.    Upon the occurrence or the following
specified event(s) or contingency(ies):


           Article Nine

         The following statement shall appear
conspicuously on each share certificate:

              The rights of shareholders in a statutory
close corporation may differ materially from the rights
of shareholders in other corporations. Copies of the
articles of incorporation and bylaws, shareholders'
agreements, and other documents, any of which may
restrict transfers and affect voting and other rights,
may be obtained by a shareholder on written request to
the corporation. (351.760, RSMo)


                     Article Ten
         (Any additional optional statements)








The effective date of this document is the date it is
filed by the Secretary of State of Missouri, unless you
indicate a future date, as follows:  (Date may not be
more than 90 days after the filing date in this office)







         In affirmation thereof, the facts stated above
are true.


               /s/David M McCoy
     Signature of Officer or Chairman of the Board

               Ronald G. Wasson
          Printed or Typed Name of Incorporators

               May 16, 2000
               Date of Signature

						Exhibit B-98

                          KLT GAS INC.




                      AMENDED AND RESTATED
                             BYLAWS



                          JULY 3, 2000



                          KLT GAS INC.

                      AMENDED AND RESTATED
                             BYLAWS



                           ARTICLE I

                            Offices

     Section 1.     The registered office of the Corporation in
the State of Missouri shall be at Corporation Service Company
d/b/a CSC-Lawyers Incorporating Service Company, 221 Bolivar
Street Jefferson City MO 65101.

     Section 2.     The Corporation also may have offices at such
other places either within or without the State of Missouri as
the Board of Directors may from time to time determine or the
business of the Corporation may require.


                           ARTICLE II

                          Shareholders

     Section 1.     All meetings of shareholders shall be held at
such place within or without the State of Missouri as may be
selected by the Board of Directors, but if the Board of Directors
shall fail to designate a place for said meeting to be held, then
the same shall be held at the registered office of the
Corporation.

     Section 2.     An annual meeting of the shareholders shall
be held on the second Tuesday of April in each year, if not a
legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing
directors of the Corporation and transacting such other business
as may properly be brought before the meeting.

     Section 3.     Special meetings of the shareholders may be
called by the President or by the holders of not less than one-
fifth of all outstanding shares entitled to vote at such meeting.

     Section 4.     Written or printed notice of each meeting of
the shareholders, annual or special, shall be given in the manner
provided in the corporation laws of the State of Missouri.  In
case of a call for any special meeting, the notice shall state
the time, place and purpose of such meeting.

     Any notice of a shareholders' meeting sent by mail shall be
deemed to be delivered when deposited in the United States mail
with postage thereon prepaid addressed to the shareholder at his
address as it appears on the records of the Corporation.

     Section 5.     Meetings of the shareholders may be held
without notice at any time and place, either within or without
the State of Missouri, if all shareholders entitled to vote at
any such meeting shall have waived notice thereof or shall be
present in person or represented by proxy, and any action
required to be taken by shareholders may be taken at any such
meeting.

     Section 6.     At least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each, shall be
prepared by the officer having charge of the transfer book for
shares of the Corporation.  Such list, for a period of ten days
prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by
any shareholder at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The original
share ledger or transfer book, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who are
the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.

     Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at any such
meeting.

     Section 7.     Each outstanding share entitled to vote under
the provisions of the Certificate of Incorporation of the
Corporation shall be entitled to one vote on each matter
submitted at a meeting of the shareholders.  A shareholder may
vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

     Section 8.     At any meeting of shareholders, a majority of
the outstanding shares entitled to vote represented in person or
by proxy shall constitute a quorum for the transaction of busi
ness, except as otherwise provided by statute or by the
Certificate of Incorporation or by these Bylaws.  The holders of
a majority of the shares represented in person or by proxy and
entitled to vote at any meeting of the shareholders shall have
the right successively to adjourn the meeting to the same or a
different location and to a specified date not longer than ninety
days after any such adjournment, whether or not a quorum be
present.  The time and place to which any such adjournment is
taken shall be publicly announced at the meeting, and no notice
need be given of any such adjournment to shareholders not present
at the meeting.  At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.

     Section 9.     Shares standing in the name of another
corporation may be voted by such officer, agent, or proxy, as the
bylaws of such corporation may prescribe, or in the absence of
such provision, as the board of directors of such corporation may
determine.

     Section 10.    The President of the Corporation shall
convene all meetings of the shareholders and shall act as
chairman thereof.  The Shareholders may appoint any other officer
of the Corporation or shareholder to act as chairman of any
meeting of the shareholders in the absence of the President.

     The Secretary of the Corporation shall act as secretary of
all meetings of shareholders.  In the absence of the Secretary at
any meeting of shareholders, the presiding officer may appoint
any person to act as secretary of the meeting.

     Section 11.    Unless otherwise provided by statute or by
the Certificate of Incorporation, any action required to be taken
by shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.


                           ARTICLE III

                       Board of Directors

     Section 1.     Pursuant to Section 351.805, RSMo, the
Articles of Incorporation of the Corporation provide that the
Corporation shall operate without a board of directors.

     Section 2.     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 shareholders.

     Section 3.     Unless the Articles of Incorporation provide
otherwise, action requiring director approval or both director
and shareholder approval is authorized if approved by the
shareholders, and action requiring a majority or greater
percentage vote of the board of directors is authorized if
approved by the majority or greater percentage of the votes of
shareholders entitled to vote on the action.

     Section 4.     A requirement by a state of the United States
that a document delivered for filing contained a statement that
specified action has been taken by the board of directors is
satisfied by a statement that the Corporation is a statutory
close corporation without a board of directors and that the
action was approved by the shareholders.

     Section 5.     The shareholders by resolution may appoint
one or more shareholders to sign documents as "designated
directors".

     Section 6.     A shareholder is not liable for his act or
omission, although a director would be, unless the shareholder
was entitled to vote on the action.

                           ARTICLE IV

                            Officers

     Section 1.     The officers of the Corporation may include a
President, one or more Vice Presidents, a Secretary, and a
Treasurer, all of whom shall be appointed by the shareholders.
Any one person may hold two or more offices except that the
offices of President and Secretary may not be held by the same
person.

     Section 2.     The officers shall be elected annually by the
shareholders.  The office of the Vice President may or may not be
filled as may be deemed advisable by the shareholders.

     Section 3.     The shareholders may from time to time
appoint such other officers as they shall deem necessary or ex
pedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the shareholders
or the President may from time to time determine.

     Section 4.     The officers of the Corporation shall hold
office until their successors shall be chosen and shall qualify.
Any officer appointed by the shareholders may be removed at any
time by the affirmative vote of the shareholders.  If the office
of any officer becomes vacant for any reason, or if any new
office shall be created, the vacancy may be filled by the
shareholders.

     Section 5. The salaries, if any, of all officers of the
Corporation shall be fixed by the shareholders.


                            ARTICLE V

                  Powers and Duties of Officers

     Section 1.     The President shall have general and active
management of, and exercise general supervision of, the business
and affairs of the Corporation, subject, however, to the right of
the shareholders to delegate any specific power to any other
officer or officers of the Corporation, and shall see that all
orders and resolutions of the shareholders are carried into
effect.  He/she may sign with the Secretary of the Corporation
stock certificates, deeds, mortgages, bonds, contracts or other
instruments; and in general shall perform all duties incident to
the office of president and such other duties as may be
prescribed by the shareholders from time to time.  The President
shall preside at all meetings of the shareholders.

     Section 3.     In the absence of the President or in the
event of his/her inability or refusal to act, the Vice President
(or in the event there be more than one vice president, the vice
presidents in the order designated, or in the absence of any
designation, then in the order of election) shall perform the
duties of the President and when so acting, shall have the powers
of the President, and shall perform such other duties as from
time to time may be assigned to him/her by the President or by
the shareholders.

     Section 4.     The Secretary shall attend all meetings of
the shareholders and shall keep the minutes of such meetings.
He/she shall give, or cause to be given, notice of all meetings
of the shareholders, and shall perform such other duties as may
be prescribed by the shareholders or President.

     The Secretary shall keep the corporate books and records,
prepare the necessary reports to the State and to the directors.
He/she shall in all respects perform those usual and customary
duties which such officer performs in business corporations.

     Section 5.     The Treasurer shall have the custody of all
moneys and securities of the Corporation.  He/she is authorized
to collect and receive all moneys due the Corporation and to
receipt therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all checks, drafts,
vouchers or other instruments for the payment of money to the
Corporation and to deposit the same to the credit of the
Corporation in such depositaries as may be designated by the
shareholders.  He/she is authorized to pay interest on
obligations and dividends on stocks of the Corporation when due
and payable.  He/she shall, when necessary or proper, disburse
the funds of the Corporation, taking proper vouchers for such
disbursements.  He/she shall render to the shareholders and the
President, whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as may be
prescribed by the shareholders or the President.

     Section 6.     Unless otherwise ordered by the shareholders,
the President or any Vice President of the Corporation (a) shall
have full power and authority to attend and to act and vote, in
the name and on behalf of this Corporation, at any meeting of
shareholders of any corporation in which this Corporation may
hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the
ownership of such stock, and (b) shall have full power and
authority to execute, in the name and on behalf of this
Corporation, proxies authorizing any suitable person or persons
to act and to vote at any meeting of shareholders of any
corporation in which this Corporation may hold stock, and at any
such meeting the person or persons so designated shall possess
and may exercise any and all of the rights and powers incident to
the ownership of such stock.


                           ARTICLE VI

                      Certificates of Stock

     Section 1.     The shareholders shall provide for the issue,
transfer and registration of the certificates representing the
shares of capital stock of the Corporation, and shall appoint the
necessary officers, transfer agents and registrars for that
purpose.

     Section 2.     Until otherwise ordered by the shareholders,
stock certificates shall be signed by the President or a Vice
President and by the Secretary.  In case any officer or officers
who shall have signed, or whose facsimile signature or signatures
shall have been used on, any stock 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 been delivered by the
Corporation, such certificate or certificates may nevertheless be
issued by the Corporation with the same effect as if 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.

     Section 3.     Transfers of stock shall be made on the books
of the Corporation only by the person in whose name such stock is
registered or by his attorney lawfully constituted in writing,
and unless otherwise authorized by the shareholders, only on
surrender and cancellation of the certificate transferred.  No
stock certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation.  The
person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the
Corporation.


                          ARTICLE VII

                           Dividends

     Dividends may be declared at such times as the shareholders
shall determine from the net earnings, or earned surplus, in
accordance with law.  Stock dividends may be declared if
justified and provided capital is not impaired by such action.


                          ARTICLE VIII

                           Fiscal Year

     Section 1.     The fiscal year of the Corporation shall be
the calendar year.


                           ARTICLE IX

                        Waiver of Notice

     Whenever by statute or by the Certificate of Incorporation
or by these Bylaws any notice whatever is required to be given, a
waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.


                            ARTICLE X

               Indemnification by the Corporation

     The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business Corporation
Law of Missouri, as now in effect or as hereafter amended, any
person made or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative, including an action by
or in the right of the Corporation) by reason of the fact that
he/she is or was a shareholder, officer, employee or agent of the
Corporation or serves any other enterprises as such at the
request of the Corporation.

     The foregoing right of indemnification shall be deemed
exclusive of any other rights to which such persons may be
entitled apart from this Article X.  The foregoing right of
indemnification shall continue as to a person who has ceased to
be a shareholder, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.


                           ARTICLE XI

                           Amendments

     The shareholders may make, alter, amend or repeal Bylaws of
the Corporation at any annual or special meeting of shareholders
by a majority vote of the shareholders present and entitled to
vote at such meeting, provided a quorum is present.

                                                     Exhibit B-99

                    CERTIFICATE OF FORMATION
                               OF
                    APACHE CANYON GAS, L.L.C.


     This Certificate of Formation dated December 19, 1995, has
been duly executed and is filed pursuant to section 18-201 of the
Delaware Limited Company Act, 6 Delaware Code, Chapter 18 (the
Act) to form a limited liability company under the Act.


     1. The name of the limited liability company is Apache Canyon
        Gas, L.L.C.

     2. The address of the registered office required to be
        maintained by the Act is:

                    Corporation Trust Center
                    1209 Orange Street
                    Wilmington, DE 19801


     The name and the address of the registered agent for service
of process required to be maintained by the Act are:

                    The Corporation Trust Company
                    Corporation Trust Center
                    1209 Orange Street
                    Wilmington, DE 19801

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation on the date first above written.


/s/ Ronald G. Wasson

Exhibit B-100

            Amended and Restated Operating Agreement
                               of
                   Apache Canyon Gas, L.L.C.

     This Amended and Restated Operating Agreement of Apache
Canyon Gas, L.L.C. (the "Agreement") is entered into and made
effective this 17th day of March, 1999, by and between Apache
Canyon Gas, L.L.C. (the "Company") and KLT Gas Inc. ("KLT"), the
sole member of the Company.

     Whereas, KLT and Stroud Oil Properties, Inc. ("SOP"), as
members of the Company, entered into that certain Operating
Agreement of Apache Canyon Gas, L.L.C., effective December
19, 1995, as amended by that First Amendment to Operating
Agreement of Apache Canyon Gas, L.L.C., dated as of December
31, 1996, (as amended, the "Operating Agreement"), and

     Whereas, effective as of the date hereof, KLT has
acquired all of SOP's Interest and Ownership Interest (as
defined in the Operating Agreement) in the Company, and is
now the sole member of the Company, and

     Whereas, KLT and the Company wish to amend and restate
the Operating Agreement to reflect this reduction in members.

     The Company and KLT agree as follows:

                         Article I.
                     Formation Of Company

     1.1  Name

     The name of the limited liability company (the
"Company") is Apache Canyon Gas, L.L.C.

     1.2.      Formation

     The Company was formed on December 19, 1995, pursuant to
the Delaware Limited Liability Company Act (the "Act") when
its Certificate of Formation ("Certificate") was filed with
the office of the Secretary of State.

     1.3. Principal Place of Business

     The Company's principal place of business is 1201
Walnut, Kansas City, MO 64106.

     1.4. Registered Office and Registered Agent

     The Company's registered agent in Delaware is
Corporation Service Company.  The Company's registered office
in Delaware is 1013 Centre Road, Wilmington, DE 19805.  The
registered office and/or registered agent may be changed by
the Member as provided in the Act.

     1.5. Defects as to Formalities

     A failure to observe any formalities or requirements of
this Agreement, the Certificate or the Act shall  not be
grounds for imposing personal liability on the Member for the
liabilities of the Company.

                           Article 2.
                      Business of Company

     The business of the Company shall be to carry  on any
lawful business or activity which may be  conducted by a
limited liability company organized under the Act.

                           Article 3.
             Member, Contribution, and Management

     3.1. Name and Address of Member

     The Member's name and address is KLT Gas Inc., 1201
Walnut, Kansas City, MO 64106.

     3.2. Contribution

     The Member has heretofore made contributions to the
Company as set forth in the Company's books and records.  No
interest shall accrue on any contribution and the Member
shall not have the right to withdraw or be repaid any
contribution except as provided in this  Agreement. The
Member may, at the Member's sole discretion, make additional
contributions, but,  notwithstanding anything to the contrary
in this Agreement, the Member shall have no obligation to do
so.

     3.3. Management

     The Company shall be managed by the Member, who may
unilaterally act on behalf of the Company  with or without a
meeting and regardless of any financial interest the Member
may have in such action.   All decisions concerning the
business affairs of the Company shall be made by the Member,
and the  affirmative consent (regardless of whether it is
written, oral, or by course of conduct) of the Member shall
constitute the consent of all of the members of the Company
for purposes of the Act, the Articles and this  Agreement.
The failure of the Company to observe any formalities or
requirements relating to the exercise  of its powers or the
management of its business or affairs under this Agreement or
the Act shall not be  grounds for imparting personal
liability on the Member for liabilities of the Company.

     3.4. Management Rights

     Subject to the Act, the Certificate and this Agreement,
the Member shall have authority to do every act  consistent
with the law.  Actions by the Member shall bind the Company
regardless of whether such action  is for the purpose of
apparently carrying on the usual way the business or affairs
of the Company,  including the exercise of the authority
indicated in this Section.  No person shall have any duty or
obligation to inquire into the authority or power of the
Member regarding the Member's actions on behalf  of the
Company.

     3.5. Member Liability and Indemnification

     Except as otherwise provided by law, the Certificate or
this Agreement, a member shall have no  personal liability,
merely as a member, for any liabilities or losses of the
Company beyond the member's  contributions. The Company shall
indemnify the Member for all costs, losses, liabilities, and
damages paid  or accrued by such Member in connection with
the business of the Company, or because the Member is a
member, and shall advance expenses incurred by the Member in
connection with the business of the  Company, or in any legal
action arising from action taken by the Member in connection
with the business  of the Company, all to the fullest extent
provided or allowed by the laws of Delaware.

     3.6. Compensation

     The Member shall be reimbursed for all reasonable
expenses incurred on behalf of the Company and  shall be
entitled to reasonable compensation for time spent managing
the Company, in an amount to be  determined from time to time
by the Member.

     3.7. Duty of Loyalty

     The Member may have and engage in business and
investment interests and activities other than the  Company,
and need not account to the Company for profits or
remuneration gained thereby. The Member  may enter into
transactions considered to be competitive with or similar to
those of the Company, or a  business opportunity beneficial
to the Company, and the Company waives any right or claim to
participate  therein. The Member has no duty to account to
the Company or to hold as trustee for the Company any
property, profit or benefit derived by the Member in the
formation, conduct or winding-up of the Company  or from the
use or appropriation of any Company property.

     3.8. Other Self Interest

     The Member does not violate a duty or obligation to the
Company merely because the Member's  conduct furthers the
Member's own interests. The Member may lend money to and
transact other business  with the Company, and the rights and
obligations of the Member in such transactions shall be the
same as  those of a person who is not a member. No
transactions with the Company shall be voidable solely
because  the Member has a direct or indirect interest in the
transaction.

     3.10.     Books and Accounts

     The Member shall cause the books and accounts of the
Company to be kept in accordance  with generally accepted
accounting principles.  The books and supporting records of
the Company will be  maintained at the Company's principal
office. All the Company's funds shall be deposited in its
name in an account or accounts at such banks as the Member
may determine from time to time.

                           Article 4.
                             Taxes

     4.1. Elections

     The Member may make any tax elections for the Company
allowed under the Internal Revenue Code  of 1986 as amended
from time to time ("Code") or the tax laws of any state or
other jurisdiction having  taxing jurisdiction over the
Company.  It is the intent of the Member and the Company that
the Company is  to be disregarded as an entity separate from
the Member for purposes of the Code.  KLT is designated the
tax matters member as defined in Section 6231(a)(7) of the
Code, and is authorized to take such actions and to execute
and file all statements and forms on behalf of the Company
which may be required by regulations issued by the Internal
Revenue Service to indicate such designation.

     4.2. Taxes of Taxing Jurisdictions

     To the extent that the laws of any taxing jurisdiction
require, the Member will prepare and the  Member will execute
and submit an agreement indicating that the Member will make
timely income tax  payments to the taxing jurisdiction and
that the Member accepts personal jurisdiction of the taxing
jurisdiction with regard to the collection of income taxes
attributable to the Member's income, and interest,  and
penalties assessed on such income, if such agreement is
required by the taxing jurisdiction. If the  Member fails to
provide such agreement, the Company may withhold and pay over
to such taxing  jurisdiction the amount of tax, penalty and
interest determined under the laws of the taxing jurisdiction
with respect to such income. Any such payments with respect
to the income of the Member shall be treated  as a
distribution for purposes of Article 5.

                           Article 5.
                         Distributions

     The Company may make distributions at such times and in
such amounts as determined by the  Member.  No distribution
shall be declared and paid unless, after the distribution is
made, the assets of the  Company are in excess of all
liabilities of the Company.


                           Article 6.
            Disposition Of Membership Interest and
         Admission Of Assignees And Additional Members

     6.1. Disposition

     The Member's membership interest is transferable either
voluntarily or by operation of law. The  Member may dispose
of all or a portion of the Member's membership interest. Upon
the disposition of a  portion of the Member's membership
interest, the transferee shall be admitted as a substitute
member as to  the transferred interest upon the completion of
the transfer without further action. Upon the transfer of the
Member's entire membership interest (other than a temporary
transfer or transfer as a pledge or security  interest), the
Member shall cease to be a Member of the Company and shall
have no further rights or  obligations under this Agreement,
except that the Member shall have the right to such
information as may  be necessary for the computation of the
Member's tax liability.

     6.2. Admission of Additional Members

     The Member may, in the Member's sole discretion, admit
additional members and determine the  capital contributions
of such additional members.

                           Article 7.
                  Dissolution and Winding Up

     7.1. Dissolution

     The Company shall be dissolved and its affairs wound up
upon the occurrence of any of the following:

     (1)   upon the will of the Member,

     (2)  the resignation, expulsion, bankruptcy or dissolution of
          the Member,

     (3)  at any time the Company has no members,

     (4)  December 31, 2025, or

     (5)  the entry of a decree of judicial dissolution under the
          Act.

     7.2. Effect of Dissolution

     Upon dissolution, the Company shall cease carrying on as
distinguished from the winding up of the  Company business,
but the Company is not terminated, but continues until the
winding up of the affairs of  the Company is completed and
the certificate of dissolution has been issued by the
Secretary of State.

     7.3. Distribution of Assets on Dissolution

     Upon the winding up of the Company, the Company's assets
shall be distributed as follows:

     (a)   to creditors, including the Member if it is  a
creditor, to the extent permitted by law, in satisfaction of
Company liabilities; and

     (b)   to the Member.

Such distributions shall be in cash, property other than
cash, or partly in both, as determined by the  Member.

     7.4. Winding Up and Articles of Dissolution

     The winding up of the Company shall be completed when
all debts, liabilities, and  obligations of the limited
liability company have been paid and discharged or reasonably
adequate  provision therefor has been made, and all of the
remaining property and assets of the limited liability
company have been distributed to the Member. Upon the
completion of winding up of the Company, the  Member or other
person designated by the Member shall deliver articles of
dissolution to the Secretary of  State for filing. The
articles of dissolution shall set forth the information
required by the Act.

                           Article 8.
                   Miscellaneous Provisions

     8.1. Governing Law

     This Agreement shall be construed and enforced in
accordance with the laws of Delaware.

     8.2. Amendments

     This Agreement may be amended or modified from time to
time only by a written instrument adopted  by the Member and
the Company and executed by the Member and the Company.

     8.3. Entire Agreement

     This Agreement represents the entire agreement between
the Member and the Company.

     8.4. Rights of Creditors and Third Parties Under
Operating Agreement

     This Agreement is entered into between the Company and
the Member for the exclusive benefit of the  Company, its
Member, and their successors and assignees. This Agreement is
expressly not intended for  the benefit of any creditor of
the Company or any other person. Except and only to the
extent provided by  applicable statute, no such creditor or
third party shall have any rights under this Agreement or any
agreement between the Company and the Member with respect to
any capital contribution or otherwise.

     8.5  Preservation of Prior Indemnification

     Notwithstanding anything in this Agreement to the
contrary, Section 6.2 of the Operating Agreement shall remain
in full force and effect, in accordance with its terms,
respecting the Operations Manager, each member of the
Management Committee and the Tax Matters Member (as those
terms are defined in the Operating Agreement) of the Company.


In witness whereof, this Agreement is signed as of the date
first above written.


Apache Canyon Gas, L.L.C., by        KLT Gas Inc., as sole
                                     member of
KLT Gas Inc., its sole member        Apache Canyon Gas, L.L.C.

By: /s/David M. McCoy                By:  /s/David M. McCoy
David M. McCoy, President            David M. McCoy, President

                                                     Exhibit B-101

                     ARTICLES OF INCORPORATION
                                OF
                 FAR GAS ACOUISITIONS CORPORATION

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
incorporator, being of the age of eighteen years or more, desiring
to organize a corporation under the Colorado Corporation Code,
makes, signs and verifies these Articles of Incorporation.

                             ARTICLE I

     The name of the corporation is FAR GAS ACQUISITIONS
CORPORATION.

                            ARTICLE II

     The corporation is to have perpetual existence.

                            ARTICLE III

     The nature of the business and the objects and the purposes
for which this corporation is created are to engage in the
transaction of all lawful business for which corporations may be
incorporated pursuant to the Colorado Corporation Code.

                            ARTICLE IV

     In furtherance of the purposes set forth in Article III of
these Articles of Incorporation, the corporation shall have and
may exercise all of the rights, powers and privileges now or
hereafter conferred upon corporations organized under and pursuant
to the laws of the State of Colorado, including, but not limited
to, the power to enter into general partnerships, limited
partnerships (whether the corporation be a limited or general
partner), joint ventures, syndicated pools, associations and other
arrangements for on one or more of the purposes set forth in
Article III of these Articles of Incorporation and in the Colorado
Corporation Code, jointly or in common with others. In addition,
the corporation may do everything necessary, suitable or proper
for the accomplishment of any of its corporate purposes.

                             ARTICLE V

     A.   Authorized Shares: The aggregate number of shares which
the corporation shall have authority to issue is one hundred
thousand (100,000) shares of the common stock with $0.01 par value
per share. All shares when issued shall be nonassessable and fully
paid. Each shareholder of record shall be entitles at all
shareholders' meetings to one vote for each share of stock
standing in his name on the books of the corporation.

     B.   Transfer Restrictions: The corporation shall have the
right, by appropriate action, to impose restrictions upon the
transfer of any shares of its common stock, or any interest
therein, from time to time issued, provided that such restrictions
as may from time to time be so imposed or notice of the substance
thereof shall be set forth upon the face or back of the
certificates representing such shares of common stock.

     C.   Preemptive Rights: No shareholder of the corporation
shall have any preemptive or other right to subscribe for any
additional unissued or treasury shares of stock or for other
securities of any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of any kind
convertible into stock or carrying stock purchase warrants or
privileges.

                            ARTICLE VI

     The private property of the shareholders of the corporation
shall not be subject to the payment of corporate debts,
liabilities or obligations to any extent whatsoever.

                            ARTICLE VII

     The business and affairs of the corporation shall be managed
by a Board of Directors which shall exercise all the powers of the
corporation, except as otherwise provided in the Bylaws or by
these Articles of Incorporation. There shall be at least one
director if the corporation shall have one sole shareholder, at
least two directors if the corporation shall have two shareholders
and at least three directors if the corporation shall have three
or more shareholders, or such larger number (at no time more than
nine) as shall be fixed by the Bylaws or from time to time by
amendment of the Bylaws, but no decrease in the number of
directors shall shorten the term of any incumbent director.

                           ARTICLE VIII

     The initial Board of Directors shall consist of two members.
The names and addresses of the persons who are to serve as the
directors until the first annual meeting of the shareholders or
until their successors are elected and qualified as follows:

               Steven B. Chotin
               8055 East Tufts Avenue Parkway, Suite 1450
               Denver, Colorado 80237

               Edward C. Gruben
               8055 East Tufts Avenue Parkway, Suite 1450
               Denver, Colorado 80237

                            ARTICLE IX

     Cumulative voting in the election of directors is not
allowed.

                             ARTICLE X

     No contract or other transaction between the corporation and
any other person, firm, partnership, corporation, trust, joint
venture, syndicate or other entity shall be in any way affected or
invalidated solely by reason of the fact that any director or
officer of the corporation is pecuniarily or otherwise interested
in, or is a director, officer, shareholder, employee, fiduciary or
member of such other entity or solely by reason of the fact that
any director or officer is in any way interested, may be a party
to or may be interested in a contract or other transaction of the
corporation.

                            ARTICLE XI

     The corporation shall, subject to the provisions of the
Bylaws of the corporation, indemnify any and all of its directors
or officers to the fullest extent provided by the laws of the
State of Colorado.

                            ARTICLE XII

     No director shall be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that this provision shall not eliminate or
limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for
any act specified in under Section 7-5-114 of the Colorado
Corporation Code; or (iv) for any transaction from which the
director derived an improper personal benefit. The protection
afforded in this Article shall not restrict other common law
protections and rights that a director may have. The limitations
on personal liability contained in this Article shall continue as
to a person who has ceased to be a director, and shall inure to
the benefit of his heirs, executors and administrators. Neither
the amendment nor repeal of this Article XII, nor the adoption of
any provision of these Articles of Incorporation inconsistent with
this Article XII, shall eliminate or reduce the effect of this
Article XII in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Article XII would accrue
or arise, prior to such amendment, repeal or adoption.

                           ARTICLE XIII

     In addition to the other powers now or hereafter conferred
upon the Board of Directors by these Articles of Incorporation,
the Bylaws of the corporation, or by the laws of the State of
Colorado, the Board of Directors may from time to time distribute
to the shareholders in partial liquidation, out of the stated
capital or the capital surplus of the corporation, a portion of
the corporation assets, in cash or in kind; subject, however, to
the limitations contained in the Colorado Corporation Code.

                            ARTICLE XIV

     The address of the corporation's initial registered office is
8055 East Tufts Avenue Parkway, Suite 1450, Denver, Colorado
80237, and the name of the corporation's initial registered agent
at such address is Howard J. Glicksman.

                            ARTICLE XV

     The directors shall have the power to make Bylaws and to
amend or alter the Bylaws from time to time as they deem proper
for the administration and regulation of the affairs of the
corporation.

                            ARTICLE XVI

     The right is reserved from time to time to amend, alter or
repeal any provisions of and to add to these Articles of
Incorporation in any manner now or hereafter prescribed or
permitted by the laws of the State of Colorado, and the rights of
all shareholders are subject to this reservation.

                           ARTICLE XVII

     When, with respect to any action to be taken by the
shareholders of the corporation, the Colorado Corporation Code
requires the vote or concurrence of two-thirds of the outstanding
shares entitled to vote thereon, or of any series or class, then
such action shall be taken by the vote or concurrence of a
majority of such shares or series or class thereof.

                           ARTICLE XVIII

     The name and address of the incorporator of the corporation
is:  Michael J. Sternick, Esq., Brownstein Hyatt Farber &
Strickland, P.C., 410 - 17th Street, Suite 2200, Denver, Colorado
80202.

     IN WITNESS WHEREOF, the incorporator has executed these
Articles of Incorporation this 19th day of November, 1992.

                    /s/Michael J. Sternick
                    Michael J. Sternick, Incorporator

		            Exhibit B-102

 	         FAR GAS ACQUISITION CORPORATION




			         BYLAWS



             AS AMENDED AND RESTATED JANUARY 6, 1997



               FAR GAS ACQUISITION CORPORATION

			         BYLAWS



			        ARTICLE I

			         Offices

     Section 1.     The registered office of the
Corporation in the State of Colorado shall be at
Corporation Company, 1675 Broadway, Denver, Colorado
80202.  The corporate headquarters shall be 1201
Walnut, Kansas City, Missouri, 64106.

     Section 2.     The Corporation also may have
offices at such other places either within or without
the State of Colorado as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


		       ARTICLE II

		      Shareholders

     Section 1.     All meetings of shareholders shall
be held at such place within or without the State of
Colorado as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate
a place for said meeting to be held, then the same
shall be held at the registered office of the
Corporation.

     Section 2.     An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors
of the Corporation and transacting such other business
as may properly be brought before the meeting.

     Section 3.     Special meetings of the
shareholders may be called by the Chairman of the
Board, by the President, by the Board of Directors, or
by the holders of not less than one-fifth of all
outstanding shares entitled to vote at such meeting.


     Section 4.     Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation
laws of the State of Colorado.  In case of a call for
any special meeting, the notice shall state the time,
place and purpose of such meeting.

     Any notice of a shareholders' meeting sent by
mail shall be deemed to be delivered when deposited in
the United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

     Section 5.     Meetings of the shareholders may
be held without notice at any time and place, either
within or without the State of Colorado, if all
shareholders entitled to vote at any such meeting
shall have waived notice thereof or shall be present
in person or represented by proxy, and any action
required to be taken by shareholders may be taken at
any such meeting.

     Section 6.     At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting,
arranged in alphabetical order with the address of and
the number of shares held by each, shall be prepared
by the officer having charge of the transfer book for
shares of the Corporation.  Such list, for a period of
ten days prior to such meeting, shall be kept on file
at the registered office of the Corporation and shall
be subject to inspection by any shareholder at any
time during usual business hours.  Such list shall
also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the
meeting.  The original share ledger or transfer book,
or a duplicate thereof kept in the State of Missouri,
shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of
shareholders.

     Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

     Section 7.     Each outstanding share entitled to
vote under the provisions of the Articles of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of
its execution, unless otherwise provided in the proxy.

     In all elections for directors, each shareholder
shall be entitled to one vote for each share owned by
him or her, and each shareholder may cast the whole
number of votes, either in person or by proxy, for one
candidate, or distribute them among two or more
candidates.  There shall be no cumulative voting.


     Section 8.     At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Articles of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different
location and to a specified date not longer than
ninety days after any such adjournment, whether or not
a quorum be present.  The time and place to which any
such adjournment is taken shall be publicly announced
at the meeting, and no notice need be given of any
such adjournment to shareholders not present at the
meeting.  At any such adjourned meeting at which a
quorum shall be present, any business may be
transacted which might have been transacted at the
meeting as originally called.

     Section 9.     Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.

     Section 10.    The President of the Corporation
shall convene all meetings of the shareholders and
shall act as chairman thereof.  The Shareholders may
appoint any other officer of the Corporation or
shareholder to act as chairman of any meeting of the
shareholders in the absence of the President.

     The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.

     Section 11.    Unless otherwise provided by
statute or by the Certificate of Incorporation, any
action required to be taken by shareholders may be
taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect
to the subject matter thereof.


	       ARTICLE III

	   Board of Directors

     Section 1.     The property, business and affairs
of the Corporation shall be managed and controlled by
a Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required
to be exercised or done by the shareholders.

     Section 2.     The Board of Directors shall
consist of five directors who shall be elected at the
annual meeting of the shareholders.  Each director
shall be elected to serve until the next annual
meeting of the shareholders and until his successor
shall be elected and qualified.  Directors need not be
shareholders.

     Section 3.     In case of the death or
resignation of one or more of the directors of the
Corporation, a majority of the remaining directors,
though less than a quorum, may fill the vacancy or
vacancies until the successor successors are elected
at a meeting of the shareholders.  A director may
resign at any time and the acceptance of his
resignation shall not be required in order to make it
effective.

     Section 4.     The Board of Directors may hold
its meetings either within or without the State of
Colorado at such place as shall be specified in the
notice of such meeting, and members of the Board of
Directors may participate in a meeting of the Board by
means of conference telephone or similar conversations
whereby all persons participating in the meeting can
hear each other and participating in a meeting in this
manner shall constitute presence in person at the
meeting.

     Section 5.     Regular meetings of the Board of
Directors shall be held at such time and place as the
Board of Directors by resolution shall from time to
time determine.  The Secretary shall give at least
three days' notice of the time and place of each such
meeting to each director in the manner provided in
Section 9 of this Article III.  The notice need not
specify the business to be transacted.

     Section 6.     Special meetings of the Board of
Directors shall be held whenever called by the
Chairman of the Board, the President or two members of
the Board and shall be held at such place as shall be
specified in the notice of such meeting.  The
Secretary shall give not less than three days' notice
of the time, place and purpose of each such meeting to
each director in the manner provided in Section 9 of
this Article III.

     Section 7.     The act of the majority of the
directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

     Section 8.     The Board of Directors, by the
affirmative vote of a majority of directors, and
irrespective of any personal interest of any of its
members, shall have authority to establish reasonable
compensation of all directors for services to the
Corporation as directors, officers or otherwise.  By
resolution, the Board of Directors may be paid for
expenses, if any, of attendance at each meeting of the
Board.

     Section 9.     Whenever under the provisions of
the statutes or of the Articles of Incorporation or of
these Bylaws notice is required to be given to any
director, it shall not be construed to require
personal notice, but such notice may be given by
telephone or by telegram addressed to such director at
such address as appears on the books of the
Corporation, or by hand delivery to the regular office
of the director, or by mail by depositing the same in
a post office or letter box in a postpaid sealed
wrapper addressed to such director at such address as
appears on the books of the Corporation.  Such notice
shall be deemed to be given at the time when the same
shall be thus telephoned, telegraphed, hand delivered
or mailed.

     Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except
where a director attends a meeting for the express
purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.

     Section 10.    The Board of Directors may by
resolution provide for an Executive Committee of said
Board, which shall serve at the pleasure of the Board
of Directors and, during the intervals between the
meetings of said Board, shall possess and may exercise
any or all of the powers of the Board of Directors in
the management of the business and affairs of the
Corporation, except with respect to any matters which,
by resolution of the Board of Directors, may from time
to time be reserved for action by said Board.

     Section 11.    The Executive Committee, if
established by the Board, shall consist of the
President of the Corporation and two additional
directors who shall be elected by the Board of
Directors to serve at the pleasure of said Board until
the first meeting of the Board of Directors following
the next annual meeting of shareholders and until
their successors shall have been elected.  Vacancies
in the Committee shall be filled by the Board of
Directors.

     Section 12.    Meetings of the Executive
Committee shall be held whenever called by the
Chairman or by a majority of the members of the
Committee, and shall be held at such time and place as
shall be specified in the notice of such meeting and
shall be subject to the provisions of Section 4 of
this Article III.  The Secretary shall give at least
one day's notice of the time, place and purpose of
each such meeting to each Committee member in the
manner provided in Section 9 of this Article III,
provided, that if the meeting is to be held outside of
Denver, Colorado, at least three days' notice thereof
shall be given.

     Section 13.    At all meetings of the Executive
Committee, a majority of the Committee members shall
constitute a quorum and the unanimous act of all the
members of the Committee present at a meeting where a
quorum is present shall be the act of the Executive
Committee.  All action by the Executive Committee
shall be reported to the Board of Directors at its
meeting next succeeding such action.

     Section 14.    If all the directors severally or
collectively shall consent in writing to any action to
be taken by the directors, such consents shall have
the same force and effect as a unanimous vote of the
directors at a meeting duly held.  The Secretary shall
file such consents with the minutes of the meetings of
the Board of Directors.


	       ARTICLE IV

	        Officers

     Section 1.     The officers of the Corporation
may include a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary, and a Treasurer,
all of whom shall be appointed by the Board of
Directors.  Any one person may hold two or more
offices except that the offices of President and
Secretary may not be held by the same person.

     Section 2.     The officers shall be elected
annually by the Board of Directors.  The office of the
Vice President may or may not be filled as may be
deemed advisable by the Board of Directors.

     Section 3.     The Board of Directors may from
time to time appoint such other officers as they shall
deem necessary or expedient, who shall hold their
offices for such terms and shall exercise such powers
and perform such duties as the Board of Directors or
the President may from time to time determine.

     Section 4.     The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by
the Board of Directors may be removed at any time by
the affirmative vote of a majority of the whole Board.
If the office of any officer becomes vacant for any
reason, or if any new office shall be created, the
vacancy may be filled by the Board of Directors.

     Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by Board of
Directors.


	        ARTICLE V

     Powers and Duties of Officers

     Section 1.     The Chairman of the Board shall be
the principal executive officer of the Corporation.
He/she shall preside at all meetings of the
shareholders and at all meetings of the Board of
Directors, and shall perform such other duties as the
Board of Directors shall from time to time prescribe.

     Section 2.     The President shall have general
and active management of, and exercise general
supervision of, the business and affairs of the
Corporation, subject, however, to the right of the
shareholders to delegate any specific power to any
other officer or officers of the Corporation, and
shall see that all orders and resolutions of the
shareholders are carried into effect.  He/she may sign
with the Secretary of the Corporation stock
certificates, deeds, mortgages, bonds, contracts or
other instruments; and in general shall perform all
duties incident to the office of president and such
other duties as may be prescribed by the Board of
Directors from time to time.  In the absence of the
Chairman of the Board, or if the office of Chairman of
the Board be vacant, the President shall preside at
all meetings of the shareholders and at all meetings
of the Board of Directors.

     Section 3.     In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the
powers of the President, and shall perform such other
duties as from time to time may be assigned to him/her
by the President or by the Board of Directors.

     Section 4.     The Secretary shall attend all
meetings of the shareholders, the Board of Directors
and the Executive Committee, if any, and shall keep
the minutes of such meetings.  He/she shall give, or
cause to be given, notice of all meetings of the
shareholders, the Board of Directors and the Executive
Committee, if any, and shall perform such other duties
as may be prescribed by the Board of Directors or
President.

     The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State
and to the directors.  He/she shall in all respects
perform those usual and customary duties which such
officer performs in business corporations.

     Section 5.     The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the
Corporation and on its behalf, when necessary or
proper, all checks, drafts, vouchers or other
instruments for the payment of money to the
Corporation and to deposit the same to the credit of
the Corporation in such depositaries as may be
designated by the shareholders.  He/she is authorized
to pay interest on obligations and dividends on stocks
of the Corporation when due and payable.  He/she
shall, when necessary or proper, disburse the funds of
the Corporation, taking proper vouchers for such
disbursements.  He/she shall render to the Board of
Directors and the President, whenever they may require
it, an account of all transactions as Treasurer and of
the financial condition of the Corporation.  He/she
shall perform such other duties as may be prescribed
by the Board of Directors or the President.

     Section 6.     Unless otherwise ordered by the
Board of Directors, the Chairman of the Board or any
duly elected officer of the Corporation (a) shall have
full power and authority to attend and to act and
vote, in the name and on behalf of this Corporation,
at any meeting of shareholders of any corporation in
which this Corporation may hold stock, and at any such
meeting shall possess and may exercise any and all of
the rights and powers incident to the ownership of
such stock, and (b) shall have full power and
authority to execute, in the name and on behalf of
this Corporation, proxies authorizing any suitable
person or persons to act and to vote at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting
the person or persons so designated shall possess and
may exercise any and all of the rights and powers
incident to the ownership of such stock.


	       ARTICLE VI

	  Certificates of Stock

     Section 1.     The shareholders shall provide for
the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.

     Section 2.     Until otherwise ordered by the
Board of Directors, stock certificates shall be signed
by the President or a Vice President and by the
Secretary.  In case any officer or officers who shall
have signed, or whose facsimile signature or
signatures shall have been used on, any stock
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 been
delivered by the Corporation, such certificate or
certificates may nevertheless be issued by the
Corporation with the same effect as if 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.

     Section 3.     Transfers of stock shall be made
on the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the Board of Directors, only on
surrender and cancellation of the certificate
transferred.  No stock certificate shall be issued to
a transferee until the transfer has been made on the
books of the Corporation.  The person in whose name
shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards
the Corporation.


	      ARTICLE VII

	       Dividends

     Dividends may be declared at such times as the
Board of Directors shall determine from the net
earnings, or earned surplus, in accordance with law.
Stock dividends may be declared if justified and
provided capital is not impaired by such action.


	      ARTICLE VIII

	       Fiscal Year

     Section 1.     The fiscal year of the Corporation
shall be the calendar year.

     Section 2.     As soon as practicable after the
close of each fiscal year, the Board of Directors
shall cause this report of the business and affairs of
the Corporation to be made to the shareholders.


	       ARTICLE IX

	    Waiver of Notice

     Whenever by statute or by the Articles of
Incorporation or by these Bylaws any notice whatever
is required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.


	        ARTICLE X

   Indemnification by the Corporation

     The Corporation shall indemnify to the full
extent authorized or permitted by The General and
Business Corporation Law of Colorado, as now in effect
or as hereafter amended, any person made or threatened
to be made, a party to any threatened, pending or
completed action, suit or proceeding (whether civil,
criminal, administrative or investigative, including
an action by or in the right of the Corporation) by
reason of the fact that he/she is or was a
shareholder, officer, employee or agent of the
Corporation or serves any other enterprises as such at
the request of the Corporation.

     The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.
The foregoing right of indemnification shall continue
as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of
such a person.


	       ARTICLE XI

	       Amendments

     The Board of Directors may make, alter, amend or
repeal Bylaws of the Corporation at any annual or
special meeting of shareholders by a majority vote of
the whole Board of Directors at any regular meeting of
the Board or at any special meeting of the Board if
notice thereof has been given in the notice of such
special meeting.  Nothing in this Article shall be
construed to limit the power of the shareholders to
make, alter, amend or repeal Bylaws of the Corporation
at any annual or special meeting of shareholders by a
majority vote of the shareholders present and entitled
to vote at such meeting, provided a quorum is present.

                                                    Exhibit B-103

                    CERTIFICATE OF FORMATION

                               OF

                        FOREST CITY, LLC


     The undersigned hereby adopts the following Certificate of
Formation for the purpose of forming a limited liability company
pursuant to the Delaware Limited Liability Company Act:


                            ARTICLE I

     The name of the limited liability company is Forest City,
LLC (the "Company").


                           ARTICLE II

     The address of the Company's registered office and the name
and address of its registered agent for service of process are as
follows:

                   Corporation Service Company
                2711 Centerville Road, Suite 400
                Wilmington, County of New Castle
                         Delaware 19808


     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation as of this 31st day of May, 2001.

/s/Jeffrey A. Zlotky

Exhibit B-104










		LIMITED LIABILITY COMPANY AGREEMENT


				OF


			FOREST CITY, LLC













			MAY 31, 2001

			TABLE OF CONTENTS

						PAGE

ARTICLE I	FORMATION OF LIMITED LIABILITY COMPANY		1
	SECTION 1.1	Formation				1
	SECTION 1.2	Purposes and Powers			1
	SECTION 1.3	Offices					1
	SECTION 1.4	Definitions and Related Matters		2
	SECTION 1.5	References and Titles			5
ARTICLE IIMEMBERS, MEMBERSHIP INTERESTS AND
 CONTRIBUTIONS; MEETINGS OF MEMBERS				6
	SECTION 2.1	Members, Membership Units and
			 Capital Contributions			6
	SECTION 2.3	Optional Member Loans			6
	SECTION 2.4	No Interest; Return of
			 Contributions				7
	SECTION 2.5	Rights of Members			7
	SECTION 2.6	Nonliability of Members			7
	SECTION 2.7	Meetings				7
	SECTION 2.8	Place of Meetings; Chairman		8
	SECTION 2.9	Notice of Meetings			8
	SECTION 2.10 Quorum of Members				8
	SECTION 2.11 Action and Voting by Members		8
	SECTION 2.12 Action Without a Meeting			9
	SECTION 2.13 Telephone Meetings				9
	SECTION 2.14 Confidentiality				10
ARTICLE III	ALLOCATIONS AND DISTRIBUTIONS			10
	SECTION 3.1	Allocation of Profits and Losses	10
	SECTION 3.2	Distributions				11
ARTICLE IV	MANAGEMENT					11
	SECTION 4.1	Management of the Company		11
	SECTION 4.2	Duties and Services of the Manager	11
	SECTION 4.3	Reliance by Manager			11
	SECTION 4.4	Authority of Managers			12
	SECTION 4.5	Number and Qualifications of
			 Managers				12
	SECTION 4.6	Election and Term of Service		12
	SECTION 4.7	Removal; Filling of Vacancies		12
	SECTION 4.8	Place of Meetings; Chairman		12
	SECTION 4.9	Regular Meetings			12
	SECTION 4.10 Special Meetings				13
	SECTION 4.11 Quorum of and Action by Managers		13
	SECTION 4.12 Action Without a Meeting			13
	SECTION 4.13 Telephone Meetings				13
	SECTION 4.14 Costs and Expenses				13
	SECTION 4.15 Manager's Compensation			14
	SECTION 4.16 Interested Members, Manager
			  and Officers; Outside Activities	14
	SECTION 4.17 Time Devoted to Company			14
	SECTION 4.18 Liability of Manager			14
ARTICLE V	OFFICERS					15
	SECTION 5.1	Officers				15
	SECTION 5.2	Compensation				15
	SECTION 5.3	Term of Office; Removal; Filling
			 of Vacancies				15
	SECTION 5.4	President				15
	SECTION 5.5	Vice Presidents				15
	SECTION 5.6	Secretary and Assistant
			 Secretaries				16
	SECTION 5.7	Treasurer and Assistant
			 Treasurers				16
	SECTION 5.8	Additional Powers and Duties		16
	SECTION 5.9	Limitations on Powers and
			 Duties of Officers			16
ARTICLE VI	ACCOUNTING AND TAX MATTERS; BANKING;
 REPORTS							17
	SECTION 6.1	Books and Records; Capital
			 Accounts				17
	SECTION 6.2	Tax Returns				18
	SECTION 6.3	Tax Matters Member			18
	SECTION 6.4	Tax Elections				19
	SECTION 6.5	Tax Characterization			19
	SECTION 6.6	Bank Accounts; Investment of
			 Company Funds				19
	SECTION 6.7	Signature of Negotiable
			 Instruments				19
	SECTION 6.8	Records					19
	SECTION 6.9	Reports					19
ARTICLE VII	DISSOLUTION, LIQUIDATION AND TERMINATION	20
	SECTION 7.1	Dissolution				20
	SECTION 7.2	Liquidation and Termination		20
ARTICLE VIII RESTRICTIONS ON TRANSFER OF MEMBERSHIP
 INTERESTS							21
	SECTION 8.1	Restrictions on Transfer		21
	SECTION 8.2	Involuntary Assignment by a Member	21
	SECTION 8.3	Assignee's Tax Liability		22
	SECTION 8.4	Specific Performance			22
	SECTION 8.5	Members of Record; Related Matters	22
ARTICLE IX	EXCULPATION AND INDEMNIFICATION			22
	SECTION 9.1	Exculpation				22
	SECTION 9.2	Indemnification				23
	SECTION 9.3	Report to Members			24
	SECTION 9.4	Entitlement				24
	SECTION 9.5	Severability				25
ARTICLE X	MISCELLANEOUS					25
	SECTION 10.1 Manner of Giving Notice			25
	SECTION 10.2 Waiver of Notice				25
	SECTION 10.3 No Company Seal				25
	SECTION 10.4 Choice of Law				26
	SECTION 10.5 Amendments					26
	SECTION 10.6 Severability				26




EXHIBITS
Exhibit A	Members, Addresses, Contribution and
		 Membership Interests
Exhibit B	Form of Addendum Agreement


		LIMITED LIABILITY COMPANY AGREEMENT
					OF
				FOREST CITY, LLC

This Limited Liability Company Agreement (this "Agreement") of Forest
City, LLC, a Delaware limited liability company, is entered into effective
for all purposes as of the 31st day of May, 2001 (the "Effective Date"), by
and among the undersigned initial sole Member of such limited liability
company for and in consideration of the provisions herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged:


				ARTICLE I

	FORMATION OF LIMITED LIABILITY COMPANY

SECTION 1.1	FORMATION.  Forest City, LLC (the "Company") was formed as a
limited liability company under the laws of the State of Delaware on May 31,
2001, by the filing of a Certificate of Formation with the Secretary of
State of the State of Delaware.

SECTION 1.2	PURPOSES AND POWERS.  The purpose of the Company is (a) to
acquire those certain oil and gas properties located in Brown, Doniphan,
Jackson and Jefferson Counties, Kansas and Nemaha County, Nebraska from
the initial Member (either directly from the initial Member or from a third
party as the initial Member's designee) as a Capital Contribution to the
Company; (b) to acquire other properties within the Forest City Basin in the
States of Kansas, Nebraska, Iowa and Missouri; (c) to hold, maintain, renew,
explore, drill, develop and operate such properties; (d) to produce,
collect, store, treat, deliver, market, sell or otherwise dispose of oil,
gas and related hydrocarbons and minerals from such properties; (e) to
farmout, sell, abandon and otherwise dispose of such properties; (f) to
enter into commodity hedging transactions in order to minimize the risk
associated with the fluctuation of prices to be received by the Company from
the sale of oil, gas and related hydrocarbons and minerals from Company
properties, whether on organized exchanges or otherwise; and (g) to take all
such other actions incidental to any of the foregoing or as expressly set
forth herein as the Managers may determine to be necessary or desirable. In
carrying out such purpose, the Company shall have all of the powers
provided for a limited liability company under the Act.

SECTION 1.3	OFFICES.  The principal place of business of the Company shall
be at such place as the Managers may from time to time determine.  The
Company may have, in addition to such office, such other offices and places
of business at such locations, both within and without the State of
Delaware, as the Managers may from time to time determine or the business
and affairs of the Company may require.

SECTION 1.4	DEFINITIONS AND RELATED MATTERS.

(a)	When used in this Agreement, the following terms shall have the
respective meanings set forth below:

"ACT" shall mean the Delaware Limited Liability Company Act, as amended
from time to time, or any successor statute thereto.

"ADJUSTED CAPITAL ACCOUNT" shall mean the Capital Account maintained for
a Member, as provided in Section 6.1, as of the end of each Fiscal Year,
(a)increased by (i) the amount of any unpaid Capital Contributions agreed
to be contributed by such Member under Article II, if any, (ii) an amount
equal to such Member's allocable share of Company Minimum Gain
attributable to Company Nonrecourse Liabilities, as computed on the last
day of such Fiscal Year in accordance with applicable Treasury Regulations,
(iii) an amount equal to such Member's allocable share of Member
Nonrecourse Debt Minimum Gain attributable to Member Nonrecourse Debt, as
computed on the last day of such Fiscal Year in accordance with applicable
Treasury Regulations, and (iv) the amount of Company liabilities allocable
to such Member under Section 752 of the Internal Revenue Code with respect
to which such Member bears the economic risk of loss to the extent such
liabilities do not constitute Member Nonrecourse Debt, and (b) reduced by
the adjustments provided for in Treasury Regulation Section 1.704-1(b)(2)
ii)(d)(4)-(6).

"AFFILIATE" shall mean, when used with respect to a specified person, any
person that directly or indirectly controls, is controlled by or is under
common control with such specified person.  As used in this definition,
the term "control" means possession, directly or indirectly (through one
or more intermediaries), of the power to direct or cause the direction of
management and policies of a person through an ownership of voting
securities (or other ownership interests), contract, voting trust or
otherwise.

"CAPITAL CONTRIBUTIONS" shall mean the aggregate of the dollar amounts of
any cash, or the fair market value of any property, contributed to the
capital of the Company, or, if the context in which such term is used so
indicates, the dollar amounts of cash or the fair market value of any
property agreed to be contributed, or requested to be contributed, by a
Member to the capital of the Company.

"CAUSE" shall mean, with respect to any person, the final, nonappealable
determination by a court of competent jurisdiction (or any other
determination made in accordance with a process that has been approved by
the Managers) that such person has committed or engaged in (i) any
willful malfeasance, bad faith, or gross negligence in disregard of such
person's material duties to the Company; (ii) any commission of any fraud
by such person except for any violation of fraudulent conveyance or
similar laws; or (iii) any conviction of or plea of no contest to any
felony by such person.

"COMPANY MINIMUM GAIN" shall have the same meaning as the term
"partnership minimum gain," as set forth in Sections 1.704-2(b)(2) and
1.704-2(d) of the Treasury Regulations.

"COMPANY NONRECOURSE LIABILITIES" shall mean nonrecourse liabilities (or
portions thereof) of the Company for which the Members bear no economic
risk of loss.

"DEPRECIATION" shall mean, for each Fiscal Year or other period, an amount
equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year or other period, except
that if the fair market value of property contributed to the Company
differs from its adjusted basis for federal income tax purposes at the
date of contribution, Depreciation shall be an amount that bears the
same ratio to such beginning fair market value as the federal income tax
depreciation, amortization, or other cost recovery deduction for such year
or other period bears to such beginning adjusted tax basis.

"DISTRIBUTION" or "DISTRIBUTIONS" shall mean any cash or other property
distributed to any Member by the Company on account of such Member's
Membership Interest as provided in Section 3.2 or Section 7.2 of this
Agreement, and does not include payments to any Member (a) pursuant to
a loan by such Member to the Company or other transaction in which
such Member is acting other than in its capacity as a Member within the
meaning of Section 707(a) of the Internal Revenue Code, (b) that are
guaranteed payments within the meaning of Section 707(c) of the Internal
Revenue Code or (c) that are made to reimburse such Member or an
affiliate of such Member for amounts paid for or on behalf of the
Company or that are made to indemnify such Member or an affiliate of
such Member as permitted under this Agreement.

"FISCAL YEAR" shall mean the calendar year, provided that the initial
Fiscal Year of the Company shall commence as of the date of this
Agreement.

"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute or statutes.

"MANAGER" or "MANAGERS" shall mean those persons designated by the
initial Member as the initial managers of the Company, and any person
or persons elected by the Members as a successor thereto in accordance
with this Agreement.

"MEMBER" shall mean KLT Gas Inc., in its capacity as the sole initial
member of the Company, and any person or persons that become substituted
or additional Members in accordance with the terms of this Agreement.

"MEMBER NONRECOURSE DEBT" shall have the same meaning as the term "partner
nonrecourse debt," as set forth in Section 1.704-2(b)(4) of the Treasury
Regulations.

"MEMBER NONRECOURSE DEBT MINIMUM GAIN" shall mean an amount, equal to the
Company Minimum Gain that would result if Member Nonrecourse Debt were
treated as a "nonrecourse liability" (within the meaning of Section
1.704-2(b)(3) of the Treasury Regulations), determined in accordance
with Section 1.704-2(i)(3) of the Treasury Regulations.

"MEMBER NONRECOURSE DEDUCTIONS" shall mean the amount of deductions,
losses and expenses equal to the net increase during the year in Member
Nonrecourse Debt Minimum Gain, reduced (but not below zero) by proceeds
of Member Nonrecourse Debt distributed during the year.

"MEMBERSHIP INTEREST" shall mean each Member's interest in the Company,
including such Member's (i) ownership interest in the Company, (ii)
share in any Net Profits, Net Losses and Distributions from the Company;
and (iii) right to participate in the decisions of the Company pursuant
to this Agreement.

"NET PROFIT" or "NET LOSS" shall mean, with respect to any Fiscal Year
or other  period, the net income or net loss of the Company for such
period, determined in accordance with U.S. Federal income tax accounting
principles and Section 703(a) of the Internal Revenue Code (including
any items that are separately stated for purposes of Section 702(a) of
the Internal Revenue Code), with the following adjustments:

(a)	any income of the Company that is exempt from U.S. Federal
income tax shall be included as income;

(b)	any expenditures of the Company that are described in Section
705(a)(2)(B) of the Internal Revenue Code or treated as so described
pursuant to Treasury Regulation 1.704-1(b)(2)(iv)(i) shall be treated
as current expenses;

(c)	if Company assets are distributed to a Member, such
Distributions shall be treated as sales of such assets for cash at their
respective fair market values in determining Net Profit and Net Loss;

(d)	Gain or loss resulting from any disposition of Company
property with respect to which gain or loss is recognized for federal
income tax purposes shall be computed by reference to the fair market
value of the property disposed of at the time of contribution,
notwithstanding that the adjusted tax basis of such property differs from
its fair market value at the time of contribution; and

(e)	In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income
or loss, there shall be taken into account Depreciation for such Fiscal
Year or other period.

"PERSON" shall mean an individual, partnership, limited partnership,
limited liability company, foreign limited liability company, trust,
estate, corporation, custodian, trustee, executor, administrator,
nominee or entity in a representative capacity.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
any successor statute thereto.

(b)	The following capitalized terms when used herein shall have the
respective meanings assigned to such terms in the Sections referred to
opposite such terms:

Term				Section

Agreement			Preamble
Capital Account			6.1(b)
Company				1.1
Effective Date			Preamble
Indemnitee			9.2(a)
Loan Account			2.2
TMP				6.3
Transfer			8.1

SECTION 1.5	REFERENCES AND TITLES.  As used in this Agreement, pronouns
in masculine, feminine and neuter genders shall be construed to include
any other gender, and words in the singular form shall be construed to
include the plural and vice versa, unless the context clearly otherwise
requires.  As used in this Agreement, the term "including" shall be
construed to be expansive rather than limiting in nature and to mean
"including, without limitation," except where the context clearly
requires otherwise.  Unless the context indicates otherwise, "member"
or "members" and "limited liability company" or "limited liability
companies" shall be substituted in and for references to "partner" or
"partners" and "partnership" or "partnerships," respectively, in the
Internal Revenue Code, Treasury Regulations and any pronouncements by
the Internal Revenue Service.  Except to the extent a provision of this
Agreement expressly incorporates federal income tax rules by reference
to sections of the Internal Revenue Code or Treasury Regulations or is
expressly prohibited or ineffective under the Act, this Agreement shall
govern, even when inconsistent with, or different from, the provisions
of the Act or any other law or rule. To the extent any provision of
this Agreement is prohibited or ineffective under the Act, this
Agreement shall be deemed to be amended to the least extent necessary
in order to make this Agreement effective under the Act. In the event
the Act is subsequently amended or interpreted in such a way to make any
provision of this Agreement that was formerly invalid valid, such
provision shall be considered to be valid from the effective date of
such interpretation or amendment.

				ARTICLE II

MEMBERS, MEMBERSHIP INTERESTS AND CONTRIBUTIONS; MEETINGS OF MEMBERS

SECTION 2.1	MEMBERS, MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS.

(a)	The initial Member of the Company is KLT Gas, Inc. and its initial
Membership Interest is as set forth on Exhibit A of this Agreement.  The
Company and the initial Member acknowledge that such Member has made the
Capital Contribution to the Company of cash and/or properties as
consideration for such Membership Interest set forth on Exhibit A.
Such properties have been contributed to the Company (either in a
conveyance directly from the Member or from a third party as the
Member's designee) subject to all liabilities and other obligations,
and the Capital Account of the initial Member shall be adjusted to
reflect the fair market value of such properties.  Such Capital
Contribution shall represent the maximum Capital Contribution to the
Company that such Member shall be required to make to the Company
(unless the Manager requests and such Member otherwise elects to make
additional Capital Contributions and thereby acquire an additional
Membership Interest).  In return for such Capital Contribution, the
entirety of such Member's interest in the Company as of the date of
this Agreement shall consist of the Membership Interest set forth
opposite such Member's name on Exhibit A, which entitles such Member
to all of the rights and obligations of a Member pursuant to this
Agreement.

(b)	Additional persons may be admitted to the Company as Members and
Membership Interests may be created and issued to such persons on such
terms and conditions as the Members shall determine and as shall be
reflected in an appropriate amendment to this Agreement which is
approved by all the Members.

		(i)	Any such party becoming an additional Member shall
be required to execute and deliver a counterpart of this Agreement in
the form of the Addendum Agreement set forth as Exhibit B in order to
confirm its agreement to the terms hereof and such party's agreement
to make its Capital Contributions.

	(ii)	The Managers shall reflect in the books and records of the
Company the addition of an additional Member as a party hereto, such
additional Member's Capital Contributions and the Membership Interest
it has acquired (or in the case of a Member that has increased its
Capital Contribution, the amount of its additional Capital
Contributions and additional Membership Interest).

SECTION 2.2	OPTIONAL MEMBER LOANSERROR! BOOKMARK NOT DEFINED..  The
Managers may request that one or more Members lend to the Company
such funds as the Company may need for working capital purposes,
provided that no Member shall have any obligation to make any such
loan to the Company unless such Member shall otherwise agree.  A
loan account (the "Loan Account") shall be established and maintained
for each Member separate and apart from such Member's Capital Account,
and loans made by such Member to the Company will be credited to such
Member's Loan Account.  Interest on advances through a Member's Loan
Account shall be at such rate as the Manager shall determine and such
Member shall agree, and all advances through a Member's Loan Account
shall be repaid prior to any Distributions to the Members.  A credit
balance in a Member's Loan Account shall constitute a liability of
the Company to such Member; it shall not constitute a part of such
Member's Capital Account.

SECTION 2.3	NO INTEREST; RETURN OF CONTRIBUTIONS.  No interest shall
accrue on any Capital Contributions to the Company (except to the
extent permitted with respect to loans made pursuant to Section 2.2).
No Member shall be entitled to the return of its Capital
Contributions except (1) to the extent, if any, that Distributions
made pursuant to the express terms of this Agreement may be
considered as such by law or by the determination of the Managers, (2)
upon dissolution and liquidation of the Company, and then only to the
extent expressly provided for in this Agreement and as permitted by
law, or (3) to the extent that any amounts paid by the Company to a
Member upon the Company's acquisition of any Membership Interest
may be considered as such by law.

SECTION 2.4	RIGHTS OF MEMBERSERROR! BOOKMARK NOT DEFINED..  In addition
to the other rights specified herein, each Member shall have the
right to:  (a) have the Company's books and records kept at the
principal place of business of the Company and at all reasonable times
to inspect and copy any of them at such Member's sole expense; (b)
have on demand true and full information of all things affecting the
Company and a formal account of Company affairs whenever
circumstances render it just and reasonable; and (c) exercise all
rights of a member under the Act (except, in all of the foregoing
cases, to the extent otherwise specifically provided herein).
Notwithstanding the forgoing or any other provision of this
Agreement, the Managers may limit the inspection and copying of,
and other access to (i) information received by the Company which is
subject to a confidentiality agreement, (ii) information on any
prospective or potential acquisition, operation or business, (iii)
seismic, geological and other similar information, and (iv) other
information which the Managers determine should not be made
available to any Member.

SECTION 2.5	NONLIABILITY OF MEMBER.  No Member shall be liable for the
debts, liabilities, contracts or other obligations of the Company
except to the extent of any unpaid Capital Contributions, if any,
that a Member has agreed to make to the Company and such Member's
share of the assets (including undistributed revenues) of the
Company; and in all events, a Member shall be liable and obligated
to make payments of its Capital Contributions only as and when such
payments are due in accordance with the terms of this Agreement, and
a Member shall not be required to make any loans to the Company.
The Company shall indemnify and hold each Member harmless in the
event such Member (a) becomes liable for any debt, liability, contract
or other obligation of the Company except to the extent expressly
provided in the preceding sentence or (b) is directly or indirectly
required to make any payments with respect thereto.

SECTION 2.6	MEETINGS.  Meetings of the Members, for any purpose or
purposes, unless otherwise prescribed by statute, the Certificate of
Formation or this Agreement, may be called by the Managers or those
Members representing a majority of the Membership Interests then
outstanding.  Any business as may properly be brought before the
meeting may be conducted at a meeting of the Members.

SECTION 2.7	PLACE OF MEETINGS; CHAIRMAN.  Meetings shall be held at the
Company's principal place of business or at such other places, within
or without the State of Delaware, as may from time to time be fixed
by the Managers.

SECTION 2.8	NOTICE OF MEETINGS.  Written or printed notice stating the
place, date and time of each meeting of the Members shall be delivered
not less than three nor more than 60 days before the date of the
meeting, by or at the direction of the Person(s) calling the meeting,
to each Member entitled to vote at the meeting.

SECTION 2.9	QUORUM OF MEMBERS.  The holders of a majority of the
Membership Interests then outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be requisite to and
shall constitute a quorum at each meeting of Members for the
transaction of business, except as otherwise provided by statute or
the Certificate of Formation.  Unless otherwise provided in the
Certificate of Formation, the Members represented in person or by
proxy at a meeting of Members at which a quorum is not present may
adjourn the meeting until such time and to such place as may be
determined by a vote of the holders of a majority of the Membership
Interests represented in person or by proxy at that meeting.  At
any such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been
transacted at the meeting as originally convened.  Unless otherwise
provided in the Certificate of Formation, once a quorum is present
at a meeting of Members, the Members represented in person or by
proxy at the meeting may conduct such business as may be properly
brought before the meeting until it is adjourned, and the subsequent
withdrawal from the meeting of any Member represented in person or
by proxy, or the refusal of any Member represented in person or by
proxy to vote, shall not affect the presence of a quorum at the
meeting.

SECTION 2.10	ACTION AND VOTING BY MEMBERS.

(a)	With respect to any matter other than those matters set forth in
Section 2.10(b) below or a matter for which the affirmative vote of the
holders of a specified portion of the Membership Interests entitled to
vote is required by statute or the Certificate of Formation (in which
case the vote of the holders of such specified portion of the
Membership Interests shall be requisite to constitute the act of the
Members), the affirmative vote of Members holding a majority of the
Membership Interests then outstanding shall be the act of the Members.

(b)	With respect to any of the matters set forth below in this Section
2.10(b), the affirmative vote of Members holding at least 75% of the
Membership Interests then outstanding shall be the act of the Members
with respect to the authorization or approval of each of the following
matters:

(i)	any merger or consolidation of the Company with or into
another Person or any share or Membership Interest exchange between the
Members and another Person;

(ii)	any sale, transfer or lease of all or substantially all of the
assets of the Company to another Person;

(iii)	any action by the Company to initiate the dissolution,
liquidation or winding up of the business and affairs of the Company or
the termination of its existence as a separate legal entity;

(iv)	any action by the Company to file a voluntary petition in
bankruptcy or for reorganization or for the adoption of an arrangement
under Title 11 of the United States Code (or any corresponding provision
or provisions of succeeding law) or an admission seeking the relief
therein provided or the taking of similar action under the laws of any
state or local jurisdiction or otherwise consenting to the appointment
of a receiver for all or a substantial part of the Company's property;

(v)	any action to bind or obligate the Company with respect to any
matter outside the scope of the Company's business; or.

(vi)	any other action described in this Agreement that requires the
consent of the Members pursuant to this Section 2.10(b).

(c)	At any meeting of the Members, every Member having the right to
vote shall be entitled to vote either in person or by proxy executed in
writing by such Member.  A telegram, telex, cablegram, email or similar
transmission by the Member, or a photographic, photostatic, facsimile
or similar reproduction of a writing executed by the Member, shall be
treated as an execution in writing for purposes of this Section 2.10.
No proxy shall be valid after 11 months from the date of its execution
unless otherwise provided in the proxy.  Each proxy shall be revocable
unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest.  Each proxy shall
be delivered to the Managers prior to or at the time of the meeting of
Members.

(d)	Each Member's percentage voting power shall be in proportion to
its respective Membership Interest.

SECTION 2.11	ACTION WITHOUT A MEETING.  Any action required by
the Act to be taken at any meeting of Members, or any action that may
be taken at any meeting of Members, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the
Members having not fewer than the minimum number of Membership
Interests that would be necessary to take the action at a meeting at
which all Members entitled to vote on the action were present and
voted.  Any such writing or writings shall be filed with the minutes
of proceedings of the Members.  A telegram, telex, cablegram, email
or similar transmission by a Member, or a photographic, photostatic,
facsimile or similar reproduction of a writing signed by a Member,
shall be regarded as signed by the Member for purposes of this
Section 2.11.  The Secretary of the Company shall promptly send
copies of all such writings that effect actions by the Members to
each of the Members.

SECTION 2.12	TELEPHONE MEETINGS.  Subject to the provisions of
applicable law and this Agreement regarding notice of meetings,
Members may participate in and hold a meeting by using conference
telephone or similar communications equipment by means of which all
Persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 2.12 shall
constitute presence in person at such meeting, except when a Person
participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting
was not lawfully called or convened.

SECTION 2.13	CONFIDENTIALITY.  Each Member recognizes and
acknowledges that the Company's trade secrets and other confidential
or proprietary information, as they may exist from time to time, are
valuable, special and unique assets of the Company's business.
Accordingly, during the term of the Company's existence and for the
two years subsequent to the term of the Company's existence or the
two years subsequent to a Member's withdrawal from the Company, such
Member shall hold in strict confidence and shall not, directly or
indirectly, disclose or reveal to any Person, or use for its own
personal benefit or for the benefit of anyone else, any trade secrets,
seismic information, geological and geophysical information,
confidential dealings or other confidential or proprietary information
of any kind, nature or description (whether or not acquired, learned,
obtained or developed by such Member alone or in conjunction with
others) belonging to or concerning the Company, or any of its
customers or clients or others with whom they now or hereafter have
a business relationship, except (i) in the course of the proper
performance of a Member's duties hereunder or (ii) as required by
applicable law or legal process.  Each Member confirms (i) that all
such information constitutes the exclusive property of the Company
and (ii) the survival of the provisions of this Section 2.13 for
the period subsequent to the term of the Company's existence or the
 withdrawal of such Member from the Company.


					ARTICLE III

			ALLOCATIONS AND DISTRIBUTIONS

SECTION 3.1	ALLOCATION OF PROFITS AND LOSSES.  The Members shall share
Company Net Profit and Net Loss and all related items of income, gain,
loss, deduction and credit for U.S. Federal income tax and all other
purposes as follows:

(a)	For any Fiscal Year in which the Company has Net Profit, such Net
Profit shall be allocated between the Members in proportion to their
Membership Interests.

(b)	For any Fiscal Year in which the Company has Net Loss, such Net
Loss shall be allocated between the Members in proportion to their
Membership Interests.

(c)	The Managers shall make the foregoing allocations as of the last
day of each Fiscal Year; provided that if during any Fiscal Year of the
Company there is a change in a Member's interest in the Company, the
Managers shall make the foregoing allocations as of the date of each
such change in a manner that takes into account the varying interests
of the Member and in a manner the Managers reasonably deem appropriate.

SECTION 3.2	DISTRIBUTIONS.  The Managers may cause the Company to make
Distributions of funds of the Company that the Managers reasonably
determine are not needed for the payment of existing or foreseeable
Company obligations and expenditures to the Members at such times and
in such amounts as the Managers determine to be appropriate.  All
nonliquidating Distributions or dividends (i.e., those other than
Distributions made pursuant to Section 7.2 of this Agreement) shall,
in the absence of the consent of the Members pursuant to Section
2.10(b), be made only in proportion to the Members' respective
Membership Interests.


				ARTICLE IV

				MANAGEMENT

SECTION 4.1	MANAGEMENT OF THE COMPANYERROR! BOOKMARK NOT DEFINED..  The
initial Member hereby appoints the following persons to serve as the
initial Managers of the Company:  Bruce B. Selkirk, III, Charley W.
Dein and Lynn C. Meibos.  The powers of the Company shall be
exclusively exercised by and under the exclusive authority of, and the
business and affairs of the Company shall be managed under the
exclusive direction of, the Managers of the Company.  The Managers
shall have the power and authority to do or cause to be done any and all
acts deemed by the Managers to be necessary or appropriate to conduct the
business of the Company, including the authority to bind the Company in
making contracts and incurring obligations in the Company's name in the
course of the Company's business, without obtaining the consent of the
Members.  The Managers shall, subject to the provisions of this
Agreement and the availability of cash funds of the Company, use
reasonable efforts to implement the Company's then applicable business
plan, and, subject to the provisions of this Agreement, shall have all
right, power and authority to do so.  The Managers shall act by the
consent or approval, as applicable, of a majority of the Managers.

SECTION 4.2	DUTIES AND SERVICES OF A MANAGER.  Each Manager shall comply
in all respects with the terms of this Agreement.  In the conduct of the
business and operations of the Company, each Manager shall (a) use
reasonable good faith efforts to cause the Company (i) to comply with
the terms and provisions of all agreements to which the Company is a
party or to which its properties are subject, (ii) to comply with all
applicable laws to which the Company is subject and (iii) to obtain
and maintain all licenses, permits, franchises and other governmental
authorizations necessary with respect to the ownership of Company
properties and the conduct of the Company's business and operations and
(b) attend to other day-to-day affairs of the Company.  Managers shall
be obligated to perform the duties, responsibilities and obligations
of a Manager hereunder only to the extent that funds of the Company are
available therefor.

SECTION 4.3	RELIANCE BY MANAGER.  Consistent with each Manager's duties
and responsibilities as Manager hereunder, each Manager may rely and
shall be protected in acting or refraining from acting upon any
certificate, instrument, opinion, report, notice, request, consent,
order, bond, debenture or other substantially similar third party paper
or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties.  Consistent with
such Manager's duties and responsibilities as Manager hereunder,
Managers may consult with legal counsel (which may include legal
counsel who are employees of such Manager), and third party
accountants, appraisers, management consultants, engineers and other
consultants and advisers reasonably selected by it.  No Manager
shall have liability for any action taken or suffered or omitted
hereunder in good faith and in reasonable reliance upon, and in
accordance with, the opinion of any such persons as to matters
within such person's professional or expert competence.

SECTION 4.4	AUTHORITY OF MANAGERS.  The Managers shall not have the
authority or power to act as agent for or on behalf of the Company
or any other Manager or Member, to do any act which would be binding
on the Company or any other Manager or Member, to incur any
expenditures on behalf of or for the Company, or to execute, deliver
and perform any agreements, acts, transactions or other matters on
behalf of the Company unless specifically authorized by a resolution
duly adopted by a majority of the Managers.

SECTION 4.5	NUMBER AND QUALIFICATIONS OF MANAGERS.  There shall be
three initial Managers of the Company, which number may be increased
or decreased from time to time by the vote or consent of the Members
holding a majority of the Membership Interests then outstanding.  No
decrease in the number of Managers shall have the effect of shortening
the term of any incumbent Manager unless the Members holding a
majority of the Membership Interests then outstanding otherwise agree.
None of the Managers need be Members of the Company or residents of the
State of Delaware.

SECTION 4.6	ELECTION AND TERM OF SERVICE.  At the date hereof, the
initial Managers of the Company are as stated in this Section 4.1.
Each Manager elected shall serve as Manager until a successor shall
have been elected by the Members holding a majority of the Membership
Interests then outstanding or until such Manager's earlier death,
resignation, retirement, disqualification or removal in accordance
with this Agreement.

SECTION 4.7	REMOVAL; FILLING OF VACANCIES.  Any or all of the Managers
may be removed, either for or without cause, at any meeting of the
Members called expressly for that purpose, by the affirmative vote of
those Members holding a majority of the Membership Interests then
outstanding. Any vacancy occurring among the Managers resulting from
the death, resignation, retirement, disqualification or removal from
office of any Manager, as the result of an increase in the number of
Managers, or otherwise, may be filled by a person or persons
designated in writing by all the Members.

SECTION 4.8	PLACE OF MEETINGS; CHAIRMAN.  Meetings of the Managers,
either regular or special, may be held either within or without the
State of Delaware.  The Managers may designate one of the Managers
to serve as the Chairman of the Managers.  The Chairman of the
Managers, if one has been designated by the Managers, shall preside
when present at meetings of the Managers.

SECTION 4.9	REGULAR MEETINGS.  Regular meetings of the Managers, of
which no notice shall be necessary, shall be held at such times and
places as may be fixed from time to time by resolution adopted by
the Managers.  Except as otherwise provided by statute or this
Agreement, any and all business may be transacted at any regular
meeting.

SECTION 4.10 SPECIAL MEETINGS. Special meetings of the Managers may
be called by any Manager or the President of the Company on not
less than twenty-four (24) hours' notice to each Manager, either
personally or by telegram, telephone, telefax or similar communication.
Only business within the purpose or purposes described in the notice
of special meeting of Managers may be conducted at the meeting.

SECTION 4.11 QUORUM OF AND ACTION BY MANAGERS. At all meetings of
the Managers, the presence of a majority of the number of Managers
fixed by or in the manner provided in this Agreement shall be necessary
to constitute a quorum for the transaction of business, except as
otherwise provided by statute.  The act of a majority of the Managers
present at a meeting at which a quorum is present shall be the act
of the Managers unless the act of a greater number is required by
statute or this Agreement.  If a quorum shall not be present at any
meeting of the Managers, the Managers present thereat may adjourn
the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.  At any such
adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally convened.

SECTION 4.12  ACTION WITHOUT A MEETING.  Unless otherwise restricted
by this Agreement, any action required or permitted to be taken at
any meeting of the Managers may be taken without a meeting, if all
Managers consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Managers.

SECTION 4.13  TELEPHONE MEETINGS.  Subject to the provisions of
applicable law and this Agreement regarding notice of meetings,
the Managers may participate in and hold a meeting of Managers by
using conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting, except when a
person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that
the meeting was not lawfully called or convened.

SECTION 4.14  COSTS AND EXPENSES.  Subject to the other express
provisions of this Agreement, all costs and expenses reasonably
incurred in the Company's business shall be paid from Company funds,
including costs of preparing Company tax returns, costs of reports
to Members, reasonable outside legal costs, interest expense,
general and administrative expenses, operating expenses, marketing
costs, taxes and other costs and expenses of the Company.  In
conducting the business and operations of the Company, a Manager
may use its own or its Affiliates' personnel (including consultants
retained by such Manager or its Affiliates), properties and equipment;
provided that any such services, properties or equipment utilized by
such Manager on behalf of the Company shall be for such consideration
and on such terms and conditions that are no less favorable than
those available from third parties and that such Manager determines
in good faith to be in the best interests of the Company.

SECTION 4.15  MANAGER'S COMPENSATION.  The Manager shall not
receive or be entitled to receive any compensation from the
Company for its service as such.  Nothing herein contained shall be
construed to preclude the Manager or its Affiliates from serving the
Company in any other capacity and receiving compensation therefore.

SECTION 4.16  INTERESTED MEMBERS, MANAGER AND OFFICERS; OUTSIDE
  ACTIVITIES.

(a)	No contract or transaction between the Company and one or more of
its Members, Managers or officers or between the Company and any other
corporation, partnership, association, or other organization in which
one or more of its Members, Managers or officers are shareholders,
partners, members, directors, managers or officers, or have a
financial interest, shall be void or voidable solely for this reason,
or solely because the Member, Manager or officer is present at or
participates in the meeting of the Members or the determination of
the Managers, as the case may be, that authorizes the contract or
transaction, or solely because his or their votes are counted for
such purpose, if, in addition to any other requirement for approval set
forth in this Agreement:
(1) the material facts as to the relationship or interest and as to the
contract or transaction are disclosed or are known to the Managers, and
a majority of the Managers in good faith authorize the contract or
transaction; or (2) the material facts as to the relationship or
interest and as to the contract or transaction are disclosed or are
known to the Members entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by the vote of
Members holding not less than a majority of the outstanding Membership
Interests of the Company; or (3) the contract or transaction is fair as
to the Company as of the time it is authorized, approved or ratified by
the Managers or the Members.  Interested Members may be counted in
determining the presence of a quorum at a meeting of the Members that
authorizes the contract or transaction.

(b)	Subject to the other express provisions of this Agreement, any
Manager may engage in and possess interests in other business ventures
of any and every type and description, independently or with others,
and neither the Company nor any of its Members shall have any right,
title or interest in or to such independent ventures.  No Manager shall
by virtue of this Agreement have an obligation to offer any such
business activity or venture to the Company.  No Manager shall by
virtue of this Agreement have any duty to refrain from engaging in,
nor any duty to offer to the Company, any business opportunity of such
Manager regardless of the scope of the Company's activities.

SECTION 4.17  TIME DEVOTED TO COMPANY.  Each Manager shall devote such
time to Company business as he deems necessary to manage, supervise
and conduct Company business and affairs in an efficient manner; but
nothing in this Agreement shall preclude, subject to any approval
requirements set forth in this Agreement, the employment of any
officer, employee, agent, third party, or affiliate to manage or
provide other services with respect to the Company's assets or
business as the Managers shall determine.

SECTION 4.18  LIABILITY OF MANAGER.  No Manager shall be liable for the
debts, liabilities, contracts or other obligations of the Company.


				ARTICLE V

				OFFICERS

SECTION 5.1	OFFICERS.  The Managers may designate one or more
individuals to serve as officers of the Company.  The Company shall
have such officers as the Managers may from time to time determine,
which officers may (but need not) include a President, one or more
Vice Presidents (and in case of each such Vice President, with such
descriptive title, if any, as the Managers deem appropriate),
a Secretary, a Treasurer and one or more Assistant Secretaries and
Assistant Treasurers.  Any two or more offices may be held by the same
person.

SECTION 5.2	COMPENSATION.  The compensation, if any, of all officers
of the Company shall be fixed from time to time by the Managers.
The Managers may from time to time delegate to the President the
authority to fix the compensation of any or all of the other officers
of the Company.

SECTION 5.3	TERM OF OFFICE; REMOVAL; FILLING OF VACANCIES.  Each
officer of the Company shall hold office until his successor is
chosen and qualified in his stead or until his earlier death,
resignation, retirement, disqualification or removal from office.
Any officer designated by  the Managers may be removed at any time
 by the Managers whenever in their judgment the best interests of the
Company will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Designation of an officer shall not of itself create contract rights.
If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Managers.

SECTION 5.4	PRESIDENT.  The President, if one is designated by the
Managers, shall be the chief executive officer of the Company and,
subject to the provisions of this Agreement, shall have general
supervision of the affairs of the Company and shall have general
and active control of all its business.  Except as otherwise provided
by statute, the Certificate of Formation or this Agreement, the
President shall have power and general authority to execute bonds,
deeds and contracts in the name of the Company; to cause the
employment or appointment of such employees and agents of the
Company as the proper conduct of operations may require and to
fix their compensation; to remove or suspend any employee or agent
who shall have been employed or appointed under his authority or
under authority of an officer subordinate to him; to suspend for cause,
pending final action by the authority that shall have elected or
appointed him, any officer subordinate to the President; and in
general to exercise all the powers usually appertaining to the office
of president of a corporation.  In the event of the absence or
disability of the President, his duties shall be performed and his
powers may be exercised by such other officers of the Company as
shall be determined by the Managers.

SECTION 5.5	VICE PRESIDENTS.  Each Vice President that is designated by
the Managers shall generally assist the President and shall have such
powers and perform such duties and services as shall from time to time
be prescribed or delegated to him by the President or the Managers.
The Managers may from time to time appoint certain Vice Presidents who
may have special designations, such as "Senior Vice President", "Vice
President - Operations" and the like.  Vice Presidents having such
special designations shall have such powers and perform such duties
and services as shall from time to time be prescribed or delegated by
the President or the Managers.

SECTION 5.6	SECRETARY AND ASSISTANT SECRETARIES.  The Managers shall
designate the Secretary of the Company, who shall attend all meetings
of the Members, shall see that notice is given of all meetings of the
Members  and shall keep and attest true records of all proceedings at
all meetings of the Members.  The Secretary shall have authority to
attest any and all instruments or writings on behalf of the Company.
The Secretary shall keep and account for all books, documents,
papers and records of the Company except those for which some other
officer or agent is properly accountable.  The Secretary shall
generally perform all duties usually appertaining to the office of
secretary of a corporation.  In the absence or disability of the
Secretary, his duties shall be performed and his powers may be
exercised by the Assistant Secretaries of the Company, in the order
of their seniority, unless otherwise determined by the President, the
Secretary or the Managers.  Each Assistant Secretary that is
appointed by the Managers shall generally assist the Secretary and
shall have such powers and perform such duties as shall from time to
time be prescribed or delegated to him by the Secretary, the
President or the Managers.

SECTION 5.7	TREASURER AND ASSISTANT TREASURERS.  The Treasurer, if one
is designated by the Managers, shall supervise the books of account of
the Company and their arrangement and classification.  The Treasurer
shall have the care and custody of all monies, funds and securities of
the Company; shall deposit or cause to be deposited all such funds in
and with such depositories as the Managers shall from time to time
direct or as shall be selected in accordance with procedures
established by the Managers; and shall advise upon all terms of
credit granted by the Company.  He shall have the power to endorse
for deposit or collection or otherwise all checks, drafts, notes,
bills of exchange and other commercial paper payable to the Company
and to give proper receipts or discharges for all payments to the
Company.  The Treasurer shall generally perform all duties usually
appertaining to the office of treasurer of a corporation.  In the
absence or disability of the Treasurer, his duties shall be performed
and his powers may be exercised by the Assistant Treasurers of the
Company, if any, in the order of their seniority, unless otherwise
determined by the President, the Treasurer or the Managers.  Each
Assistant Treasurer appointed by the Managers shall generally assist
the Treasurer and shall have such powers and perform such duties as
shall from time to time be prescribed or delegated to him by the
Treasurer, the President or the Managers.

SECTION 5.8	ADDITIONAL POWERS AND DUTIES.  In addition to the foregoing
especially enumerated duties, services and powers, the several officers
of the Company shall perform such other duties and services and
exercise such further powers as may be provided by statute, the
Certificate of Formation or this Agreement, or as the Managers may
from time to time determine or as may be assigned to them by any
competent superior officer.

SECTION 5.9	LIMITATIONS ON POWERS AND DUTIES OF OFFICERS.
Notwithstanding the foregoing especially enumerated duties, services
and powers, the several officers of the Company shall not have the
power and authority to cause the Company to take any action that
requires the approval of the Members pursuant to Section 2.10 unless
the Members have specifically approved such action.


				ARTICLE VI

	ACCOUNTING AND TAX MATTERS; BANKING; REPORTS

SECTION 6.1	BOOKS AND RECORDS; CAPITAL ACCOUNTS.  (a)  The Managers
shall maintain or cause the Company to maintain books and records as
required and in accordance with Section 18-305 of the Act, and shall
make or cause to be made such records available to the Members upon
request thereby.  All requests made by Members pursuant to this
Section 6.1 shall be directed to the Secretary of the Company at
the Company's principal place of business.  The Managers and officers
of the Company shall keep books of account for the Company in
accordance with generally accepted accounting principles consistently
applied in accordance with the terms of this Agreement and, to the
extent inconsistent therewith, in accordance with federal income tax
accounting rules as provided in this Agreement.

(b)	An individual capital account (a "Capital Account") shall be
maintained by the Company for each Member as provided below:

(i)	Each Member's Capital Contributions when made shall be
credited to such Member's Capital Account.  The Capital Account of each
Member shall, except as otherwise provided herein, be (A) credited with
the amount of any cash contributed to the Company by such Member; (B)
credited with the fair market value of any property contributed to the
Company by such Member (net of liabilities secured by such contributed
property that the Company is considered to assume or take subject to
under Section 752 of the Internal Revenue Code), (C) credited with the
amount of any item of taxable income or gain and the amount of any
item of income or gain exempt from tax allocated to such Member for
federal income tax purposes, (D) debited by the amount of any item of
deduction or loss allocated to such Member for federal income
tax purposes, (E) debited by such Member's allocable share of
expenditures described in Section 705(a)(2)(B) of the Internal Revenue
Code, and (F) debited by the amount of cash or the fair market value
of any property distributed to such Member (net of liabilities
secured by such distributed property that such Member is considered
 to assume or take subject to under Section 752 of the Internal
Revenue Code).

(ii)	Any adjustments of basis of Company property provided for
under Sections 734 and 743 of the Internal Revenue Code and comparable
provisions of state law (resulting from an election under Section 754
of the Internal Revenue Code or comparable provisions of state law)
shall not affect the Capital Accounts of the Members, except to the
extent required by Treasury Regulation Section 1.704-1(b)(2)(iv)(m),
and the Members' Capital Accounts shall be debited or credited
pursuant to the terms of this Section 6.1(b) as if no such election
had been made.

(iii)	Capital Accounts shall be adjusted, in a manner consistent
with this Section 6.1(b), to reflect any adjustments in items of Company
income, gain, loss or deduction that result from amended returns filed
by the Company or pursuant to an agreement by the Company with the
Internal Revenue Service or a final court decision.

(iv)	In the case of property contributed to the Company by a
Member, the Members' Capital Accounts shall be debited or credited in
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g) for
items of depreciation, cost recovery, amortization, and gain or loss
with respect to such property computed in the same manner as such items
would be computed if the adjusted tax basis of such property were equal
to its fair market value on the date of the contribution of the property
to the Company, in lieu of the adjustments to the Capital Accounts
otherwise provided in this Section 6.1(b) for such items.

(v)	It is the intention of the Members that the Capital Accounts
of each Member be kept in the manner required under Treasury Regulation
Section 1.704-1(b)(2)(iv).  To the extent any additional adjustment to
the Capital Accounts is required by such Regulation, the Manager is
hereby authorized to make such adjustment after notice to the Members.

SECTION 6.2	TAX RETURNS.  The Managers shall prepare or cause to be
prepared and timely file all federal, state and local income and other
tax returns and reports as may be required as a result of the business
of the Company.  Within 90 days after the end of each Fiscal Year of
the Company, the Company shall cause to be delivered to each Member
information pertaining to the Company and its operations for the
previous Fiscal Year that is necessary for the Members to accurately
prepare their respective federal and state income tax returns for
such Fiscal Year.

SECTION 6.3	TAX MATTERS MEMBER.  The initial Member is hereby
appointed and designated as the tax matters member for the Company
under Section 6231 of the Internal Revenue Code, and if such Member for
any reason becomes unable or unwilling to serve as such, the Managers
shall appoint another Member as the tax matters Member of the Company
under Section 6231 of the Internal Revenue Code (in either case, the
"TMP").  The TMP is authorized to take such actions and to execute and
file all statements and forms on behalf of the Company that may be
permitted or required by the applicable provisions of the Internal
Revenue Code or Treasury Regulations issued thereunder.  The TMP
shall have full and exclusive power and authority on behalf of the
Company to represent the Company (at the Company's expense) in
connection with all examinations of the Company's affairs by tax
authorities, including  resulting administrative and judicial
proceedings, and to expend Company funds for professional services
and costs associated therewith.  Such power and authority shall
include the power and authority to extend the statute of limitations,
file a request for administrative adjustment and file suit concerning
any Company tax matter.  Any settlement agreement proposed, or to be
proposed, relating to any Company tax matter, however, must be
approved by the Manager before being offered or accepted (as the
case may be) by the TMP.  The TMP also shall  take such action as
may be necessary to cause the other Members to become "notice
partners" within the meaning of Section 6223 of the Internal
Revenue Code.

SECTION 6.4	TAX ELECTIONS.  The Managers shall make such elections on
behalf of the Company with respect to federal, state and local tax
matters as the Managers shall determine from time to time.

SECTION 6.5	TAX CHARACTERIZATION.  The Members intend that the
Company be characterized and treated as a partnership for, and
solely for, U.S. federal, state and local income tax purposes. For
such purpose, (i) the Company shall be subject to all the provisions
of Subchapter K of Chapter 1 of Subtitle A of the Code, and (ii)
all references to a "Partner," to "Partners" and to the "Partnership"
in the provisions of the Code and Treasury Regulations cited in this
Agreement shall be deemed to refer to a Member, Members and the
Company, respectively.  Neither the Company, the Manager nor any
Member shall file an election to classify the Company as an
association taxable as a corporation for federal income tax purposes.

SECTION 6.6	BANK ACCOUNTS; INVESTMENT OF COMPANY FUNDS.  The Managers
shall cause one or more accounts to be maintained in the name of the
Company in one or more banks, which accounts shall be used for the
payment of expenditures incurred by or on behalf of the Company and
in which shall be deposited all funds and receipts of the Company.
All amounts shall be and remain the property of the Company and
shall be received, held and disbursed by the Managers or the officers
for the purposes specified in this Agreement.  There shall not be
deposited in any of such accounts any funds other than funds
belonging to the Company, and no other funds shall in any way be
commingled with such funds.  The Managers may invest the Company
funds in any manner that the Managers deem appropriate.

SECTION 6.7	SIGNATURE OF NEGOTIABLE INSTRUMENTS.  All bills, notes,
checks or other instruments for the payment of money shall be
signed or countersigned by such Manager, officer, officers, agent
or agents, and in such manner, as are permitted by this Agreement
and as from time to time may be prescribed (whether generally or
specifically) by the Managers.

SECTION 6.8	RECORDS.  The Company shall keep or cause to be kept
appropriate books and records in accordance with the Act with respect
to the Company's business, which books and records shall at all times
be kept at the principal office of the Company. Without limiting the
foregoing, the Company shall keep at its principal office the
following: (a) a current list of the full name and the last known
street address of the Managers and each Member; (b) a copy of the
Certificate of Formation and this Agreement and all amendments
thereto; and (c) such other documents with respect to the Company's
business as the Manager may reasonably determine.

SECTION 6.9	REPORTS.  The Company shall deliver to the Members such
financial statements, reports and other information as the Managers
shall determine from time to time or as any Member may reasonably
request.


				ARTICLE VII

	DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 7.1	DISSOLUTION.  The Company shall be dissolved upon the
occurrence of any of the following:

(a)	The unanimous consent in writing of the Members.

(b)	The sale, lease or other disposition of all or substantially
all of the assets of the Company.

(c)	The occurrence of any event that makes it unlawful for the
business of the Company to be continued.

(d)	The sale of all of the outstanding Membership Interests of the
Company, unless within 90 days after such event the purchasers owning
a majority-in-interest (within the meaning of Treasury Regulation
Section 301.7701-2(b)) give their written consent to continue the
business of the Company on the same terms and conditions provided
in this Agreement by forming a new limited liability company on
terms identical to those set forth in this Agreement.

SECTION 7.2	LIQUIDATION AND TERMINATION.  Upon dissolution of the
Company, the Members shall appoint in writing one or more
liquidators who shall have full authority to wind up the affairs
of the Company and make final distribution as provided herein.
The liquidator shall continue to operate the Company properties
with all of the power and authority of a Manager.  The steps to be
accomplished by the liquidator are as follows:

(a)	As promptly as possible after dissolution, the liquidator
shall cause a proper accounting to be made of the Company's assets,
liabilities and operations through the end of the day on which the
dissolution occurs or the final liquidation is completed, as
appropriate.

(b)	The liquidator shall sell such of the assets of the Company
as may be sold on reasonable terms and pay all of the debts and
liabilities of the Company (including all expenses incurred in
liquidation) or otherwise make adequate provision therefor (including
 the establishment of a cash escrow fund for contingent liabilities
in such amount and for such term as the liquidator may reasonably
determine).  After making payment or provision for all debts and
liabilities of the Company, each Member's Capital Account shall then
be adjusted by (i) assuming the sale of any remaining assets of the
Company for cash at their respective fair market values (as
determined by an appraiser selected by the liquidator) as of the
date of dissolution of the Company and (ii) debiting or crediting
the Member's Capital Account with its respective share of the
hypothetical gains or losses resulting from such assumed sales
in the same manner as such Capital Account would be debited or
credited for gains or losses on actual sales of such assets.  The
liquidator shall then by payment of cash or property (valued as of
the date of dissolution of the Company at its fair market value by
the appraiser selected in the manner provided above) make
Distributions to the Members of such amounts as are required to
pay the positive balances of their respective Capital Accounts.
Such a Distribution shall be in cash or in kind as determined by
the liquidator.  Any Distribution in kind, to the extent possible
in complying with the foregoing provisions of this subsection (b),
shall be made to each Member in proportion to its Membership
Interest in the assets so distributed.  Notwithstanding the
foregoing provisions of this subsection (b) to the contrary,
however, if a Member so elects by notice in writing delivered to
the liquidator, the liquidator shall not sell such Member's interest
in the assets and property of the Company and instead shall
distribute all of such interest, subject to such Member's share
of any Company obligations, to such Member in kind.  Any
Distribution to the Members in liquidation of the Company
shall be made by the later of the end of the taxable year in which
the liquidation occurs or ninety (90) days after the date of such
liquidation.  For purposes of the preceding sentence, the term
"liquidation" shall have the same meaning as set forth in Treasury
Regulation Subsection 1.704-1(b)(2)(ii) as in effect at such time.

(c)	No Member shall be obligated to restore a negative balance
in its Capital Account at any time.

(d)	Except as expressly provided herein, the liquidator shall
comply with any applicable requirements of the Act, including
Sections 18-803 and 18-804 thereof, and all other applicable laws
pertaining to the winding up of the affairs of the Company and
the final Distribution of its assets.

(e)	The Distribution of cash and/or property to the Members in
accordance with the provisions of this Section 7.2 shall constitute
a complete return to the Members of their Capital Contributions and
a complete Distribution to the Members of their interest in the
Company and all Company property, save and except for any contingent
future interest that the Members may have in any cash or property
placed in an escrow fund to satisfy contingent liabilities that
ultimately is not used therefor.


				ARTICLE VIII

	RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS

SECTION 8.1	RESTRICTIONS ON TRANSFER.   No Member or any assignee of
any Member, as the case may be, shall sell, transfer, assign,
hypothecate, make gifts of, or in any manner dispose of, encumber,
or alienate ("Transfer") any Membership Interest, or any right or
interest therein, without the prior written consent of the other
Members, the granting or denying of which shall be in such other
Members' sole discretion.  Any such attempted Transfer not permitted
hereunder shall be null and void AB INITIO.

SECTION 8.2	INVOLUNTARY ASSIGNMENT BY MEMBER.  In the event that a
Member's Membership Interest is taken or disturbed by levy,
foreclosure, charging order, execution or similar proceeding, the
assignee of a Member's Membership Interest shall be entitled to no
more than to receive distributions subject to the provisions of
this Agreement, and profits and losses attributable to the
Member's Membership Interest in the Company in accordance with
this Agreement and in no event shall such assignee have the right
to interfere with the management or administration of the Company
business or affairs or to become a substitute Member.

SECTION 8.3	ASSIGNEE'S TAX LIABILITY.  An assignee of any Membership
Interest shall receive the federal and all relevant state Forms K-1
and report all income and loss on his, her or its income tax returns
each year in accordance the Rev. Rul, 77-137, 1977-1 C.B. 178.

SECTION 8.4	SPECIFIC PERFORMANCE.  Each of the parties to this
Agreement acknowledges that it shall be impossible to measure in
money the damage to the Company or the Member(s), if any of them
or any transferee of any party hereto fails to comply with any
of the restrictions or obligations imposed by this Article VIII,
that every such restriction and obligation is material, and that
in the event of any such failure, the Company or the Member(s)
shall not have an adequate remedy at law or in damages.  Therefore,
each Member consents to the issuance of an injunction or the
enforcement of other equitable remedies against such Member at
the suit of an aggrieved party without the posting of any bond or
other security, to compel specific performance of all of the terms
of this Article VIII and to prevent any disposition of Membership
Interests in contravention of any terms of this Article VIII, and
waives any defenses thereto, including the defenses of:  (i)
failure of consideration; (ii) breach of any other provision of
this Agreement; and (iii) availability of relief in damages.

SECTION 8.5	MEMBERS OF RECORD; RELATED MATTERS.  The Company, its
Managers, and officers will be entitled to consider the owner of any
Membership Interest as set forth in the books and records of the
Company as the absolute owner thereof for all purposes.  Neither
the Company nor its Managers or officers will incur any liability
for Distributions of cash or other property made in good faith to
the owner of a Membership Interest until such time as a written
assignment of such Membership Interest has been received and accepted
by the Company and such assignment has been recorded in the books
and records of the Company and upon surrender to and cancellation
of the certificate for such Membership Interest, accompanied by
an assignment or transfer by the Member. In no event will any
purported Transfer of any Membership Interest, by operation of
law or otherwise, require the Company or its Managers or officers
to account to more than one Person with respect to such transferred
Membership Interest.  In the event of a permitted Transfer of a
Membership Interest by a Member, allocations between the assignor
and assignee of deductions, credits and income of the Company for
federal, state and local income tax purposes shall be based on the
portion of the year during which the assignor and assignee each
owned such Membership Interest.


				ARTICLE IX

		EXCULPATION AND INDEMNIFICATION

SECTION 9.1	EXCULPATION.  No Manager, nor any officer of the Company
or any Member, shall be liable, responsible, or accountable in
damages or otherwise to the Company or any Member by reason of, or
arising from, the operations, business, or affairs of, or any action
taken or failure to act on behalf of, the Company, except to the
extent that any of the foregoing is determined, by a final,
nonappealable order of a court of competent jurisdiction (or by any
other means approved by the Managers) to have been primarily caused
by any Cause of such person; provided that if the Cause of any
person claiming exculpation shall consist of a conviction of or plea
of no contest to a felony, then such person shall not be entitled
to exculpation unless it is determined, by final, nonappealable
order of a court of competent jurisdiction (or by any other means
approved by the Managers) that exculpation should be granted in whole
or part or that such Cause was not the primary cause of any of the
matters for which exculpation is being sought.  THE MEMBERS RECOGNIZE
THAT THIS PROVISION SHALL RELIEVE ANY SUCH PERSON FROM ANY AND ALL
LIABILITIES, OBLIGATIONS, DUTIES, CLAIMS, ACCOUNTS AND CAUSES OF
ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY ORDINARY NEGLIGENCE
BY ANY SUCH PERSON.

SECTION 9.2	INDEMNIFICATION.

(a)	Indemnitees and Indemnifiable Claims.  The Company shall
indemnify and hold harmless (i) any Manager, (ii) any Member, (iii)
any Affiliate of any Manager or any Member, or (iv) any officer,
director, employee, agent, stockholder, member or partner of the
Company, a Member or any of its Affiliates (each, an "Indemnitee"),
from and against any claim, loss, damage, liability, or reasonable
expense (including reasonable attorneys' fees, court costs, and costs
of investigation and appeal) suffered or incurred by any such
Indemnitee by reason of, or arising from, the operations, business,
or affairs of, or any action taken or failure to act on behalf of,
the Company, except to the extent any of the foregoing (A) is
determined by final, nonappealable order of a court of competent
jurisdiction (or by any other means approved by the Managers) to
have been primarily caused by any Cause of such person or (B) is
suffered or incurred as a result of any claim (other than a claim
for indemnification under this Agreement) asserted by the Indemnitee
as plaintiff against the Company; provided that if (for purposes of
clause (A) immediately above) the Cause of any person claiming
indemnification shall consist of a conviction of or plea of no
contest to a felony, then such person shall not be entitled to
indemnification unless it is determined, by final, nonappealable
order of a court of competent jurisdiction (or by any other means
approved by the Manager), that indemnification should be granted in
whole or part or that such Cause was not the primary cause of any
of the matters for which indemnification is being sought.  THE
MEMBERS RECOGNIZE THAT SUCH INDEMNITEE SHALL BE ENTITLED TO
INDEMNIFICATION FROM ACTS OR OMISSIONS THAT MAY GIVE RISE TO
NEGLIGENCE.

(b)	Advancement of Expenses.  Unless a determination has been
made (by final, nonappealable order of a court of competent
jurisdiction or by any other means approved by the Managers) that
indemnification is not required, the Company shall, upon the request
of any Indemnitee and except for any claim of the type described in
clause (B) of Section 9.2(a) of this Agreement, advance or promptly
reimburse such Indemnitee's reasonable costs of investigation,
litigation, or appeal, including reasonable attorneys' fees;
provided that the affected Indemnitee shall, as a condition of
such Indemnitee's right to receive such advances and reimbursements,
undertake in writing to promptly repay the Company for all such
advancements or reimbursements if a court of competent jurisdiction
determines, by final, nonappealable order (or by any other means
approved by the Managers), that such Indemnitee is not then
entitled to indemnification under this Section 9.2.  The written
undertaking described in the immediately preceding sentence to
repay the amount paid or reimbursed to an Indemnitee by the Company
must be an unlimited general obligation of the Indemnitee but need
not be secured and it may be accepted without reference to financial
ability to make repayment.

(c)	Insurance and Other Sources of Indemnification.  The Managers
may cause the Company to purchase and maintain insurance, at the
expense of the Company and to the extent available at commercially
reasonable rates, for the protection of the Indemnitee described
under Section 9.2(a) of this Agreement.  All payments that the
Company is obligated to make to any Indemnitee in respect of any
indemnifiable claim under Sections 9.2(a) or 9.2(b) of this Agreement
shall be reduced by all payments made to such Indemnitee in respect
of such claim under any such insurance policy purchased and
maintained by the Company or under any other indemnification
agreement or other arrangement provided for the protection of such
Indemnitee.  Without limiting the power of the Company to purchase,
procure, establish or maintain any kind of insurance or other
arrangement, the Company may, for the benefit of persons indemnified
by the Company, (1) create a trust fund; (2) establish any form of
self-insurance; (3) secure its indemnity obligation by grant of a
security interest or other lien on the assets of the Company; or
(4) establish a letter of credit, guaranty or surety arrangement.
The insurance or other arrangement may be purchased, procured,
maintained or established within the Company or with any insurer or
other person deemed appropriate by the Managers regardless of whether
all or part of the stock or other securities of the insurer or other
person are owned in whole or part by the Company.  In the absence
of fraud, the judgment of the Managers as to the terms and conditions
of the insurance or other arrangement and the identity of the insurer
or other person participating in an arrangement shall be conclusive
and the insurance or arrangement shall not be voidable and shall not
subject any Manager to liability, on any ground, regardless of whether
such Manager is a beneficiary of the insurance or arrangement.

(d)	Settlements.  Notwithstanding Section 9.2(a) of this Agreement,
the Company shall not be obligated to make any indemnification payment
to any Indemnitee in respect of any settlement unless such settlement
shall have been approved (i) by a Manager in writing or (ii) by final,
nonappealable order of a court of competent jurisdiction (or by any
other means approved by a Manager).

(e)	Source of Funds.  The indemnification provided by this Section
9.2 shall be made and shall be recoverable by the Indemnitee only out
of the tangible net assets of the Company and not from the Members.

SECTION 9.3	REPORT TO MEMBERS.  Any indemnification of or advance of
expenses to any person in accordance with this Article or the provisions
of any statute shall be reported in writing to the Members within the
three-month period immediately following the date of the indemnification
or advance.

SECTION 9.4	ENTITLEMENT.  These indemnification provisions shall inure
to each of the Managers, the Members, officers, employees and agents
of the Company, and to other persons serving at the request of the
Company (as provided in this Article), regardless of whether any such
person ceases to serve as such at any time and whether or not the
claim asserted against any such person is based on matters that
antedate the adoption of this Article, and in the event of any such
person's death, shall extend to such person's legal representatives;
but such rights shall not be exclusive of any other rights to which
any of the foregoing persons may be entitled.

SECTION 9.5	SEVERABILITY.  The provisions of this Article are intended
to comply with Section 18-108 of the Act.  To the extent that any
provision of this Article authorizes or requires indemnification or
the advancement of expenses contrary to such statutes or the
Certificate of Formation, the Company's power to indemnify or advance
expenses under such provision shall be limited to that permitted by
such statute and the Certificate of Formation and any limitation
required by such statutes or the Certificate of Formation shall not
affect the validity of any other provision of this Article.

			ARTICLE X

			MISCELLANEOUS

SECTION 10.1  MANNER OF GIVING NOTICE.  All notices, demands, requests,
or other communications required or permitted to be given pursuant to
this Agreement, the Certificate of Formation or the Act shall be in
writing and shall be given either (a) by hand delivery, (b) by United
States first class mail, postage prepaid, (c) by electronic facsimile
or (d) by overnight courier service (charges prepaid) with proof of
delivery.  Each Member's address for notices and other communications
hereunder shall be that specified by such Member on Exhibit A to this
Agreement or as is otherwise reflected in the books and records of the
Company. Any Member may change its address for notices and
communications by giving notice in writing, stating its new address
for notices, to the Company in accordance with this Section 11.1, and
the Company may change its address for notice and communication by
giving such notice to the Members in accordance with this Section
10.1.  Notices sent by hand delivery shall be deemed to have been
given when received; notices mailed in accordance with the foregoing
shall be deemed to have been given five days following the date
mailed; notice sent by electronic facsimile shall be deemed given on
the first business day after electronically confirmed; and notices
sent by overnight courier service shall be deemed to have been given
on the next business day following the date so sent.

SECTION 10.2  WAIVER OF NOTICE.  Whenever any notice is required to
be given to any Member or any Manager of the Company under the
provisions of the Act, the Certificate of Formation or this Agreement,
a waiver thereof in writing signed by the Person or Persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.  Attendance
of a Person at a meeting shall constitute a waiver of notice of such
meeting, except where such Person attends a meeting for the express
purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

SECTION 10.3  NO COMPANY SEAL.  The Company shall not be required to
have a Company seal, and no agreement, instrument or other document
executed on behalf of the Company that would otherwise be valid and
binding on the Company shall be invalid or not binding on the
Company solely because no Company seal is affixed thereto.

SECTION 10.4  CHOICE OF LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware
applicable to contracts to be performed therein, without regard to
principles of conflicts of laws thereof.

SECTION 10.5  AMENDMENTS.  This Agreement may be amended only with the
written consent of all of the Members.

SECTION 10.6  SEVERABILITY.  If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws
effective during the term of this Agreement, such provision shall be
fully severable; this Agreement shall be construed and enforced as if
such illegal, invalid, or unenforceable provision had never comprised
a part of this Agreement; and the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its severance
from this Agreement.  Furthermore, in lieu of each such illegal,
invalid or unenforceable provision, there shall be added automatically
as a part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.



IN WITNESS WHEREOF, the undersigned initial Member has executed this
Agreement as of the Effective Date.

MEMBER:

KLT GAS, INC.


By:
/s/Bruce B.Selkirk

Name:Bruce B. Selkirk

Title:President






	EXHIBIT A


NAME AND ADDRESS		  	   Percentage
   OF MEMBER		  Interest	   Contribution

KLT Gas, Inc.		    100%	All of its right, title and
10740 Nall, Suite 230 			interest in those certain
Overland Park, Kansas 			properties located in Brown,
66211					Doniphan, Jackson and
					Jefferson Counites, Kansas
					and Nemaha County,
Phone	(913) 967-4300			Nebraska (including those
Fax	(913) 967-4345			properties acquired from
					Patrick Energy Corporation)

                                                    Exhibit B-105

                    CERTIFICATE OF FORMATION

                               OF

                   FOREST CITY GATHERING, LLC


     The undersigned hereby adopts the following Certificate of
Formation for the purpose of forming a limited liability company
pursuant to the Delaware Limited Liability Company Act:

                              ARTICLE I

     The name of the limited liability company is Forest City
Gathering, LLC (the "Company").

                           ARTICLE II

     The address of the Company's registered office and name and
address of its registered agent for service of process are as
follows:


                   Corporation Service Company
                2711 Centerville Road, Suite 400
                Wilmington, County of New Castle
                         Delaware 19808


     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation as of this 27th day of July, 2001.


/s/Jeffrey A. Zlotky

Exhibit B-106
	LIMITED LIABILITY COMPANY AGREEMENT

			OF

	FOREST CITY GATHERING, LLC


This Limited Liability Company Agreement (this
"AGREEMENT") is entered into by and between BANDERA
PETROLEUM EXPLORATION, L.L.C., an Oklahoma limited
liability company ("BANDERA") and KLT GAS, INC., a
Missouri corporation ("KLT") as the initial Members of
Forest City Gathering, LLC, a Delaware limited
liability company formed pursuant to the Delaware
Limited Liability Company Act.  In consideration of
the mutual promises made herein, KLT and Bandera agree
as follows:

			ARTICLE I
	FORMATION OF LIMITED LIABILITY COMPANY

1.1	FORMATION.  Forest City Gathering, LLC (the
"COMPANY") was formed as a limited liability company
under the laws of the State of Delaware by the filing
of a Certificate of Formation with the Secretary of
State of the State of Delaware on July 27, 2001.

1.2	PURPOSES AND POWERS.  The purpose of the
Company is to engage in the business of gathering,
compressing, treating and providing field services for
coal bed gas and/or natural gas within the area of the
AMI (such permitted activities are hereinafter
referred to as the "BUSINESS").  The Company shall not
own or operate any property outside the AMI.  The
Company shall not own, operate or construct any
transmission or other assets that would subject the
Company to regulation as a "natural gas company" under
the Natural Gas Act of 1938.  In carrying out such
purpose, the Company shall have all of the powers
provided by a limited liability company under the Act.

1.3.	OFFICES.  The principal place of business
of the Company shall be 2202 Timberloch Place, Suite
222, The Woodlands, Texas 77380 or such other
principal place of business as the Manager may from
time to time determine.  The Company may have, in
addition to such office, such other offices, as the
Manager may from time to time determine or the
business and affairs of the Company may require.

1.4.	DEFINITIONS.  Capitalized words and
phrases used herein shall have the meanings set forth
below in this Section 1.4 unless defined elsewhere
herein:

"ACT" means the Delaware Limited Liability
Company Act, as amended from time to time.

"AFFILIATE" shall mean, when used with respect to
a specified Person, any Person that directly or
indirectly controls, is controlled by or is under
common control with such specified Person.  As used in
this definition, and in the definition of change of
control the term "control" means possession, directly
or indirectly through one or more intermediaries), of
the power to direct or cause the direction of
management and policies of a person through an
ownership of voting securities (or other ownership
interests), contract, voting trust or otherwise.

"AGREED VALUE" means the fair market value of any
distributed Property net of any liability assumed or
taken subject to, as fair market value is determined
by the Members using any reasonable method of
valuation.

"ASSIGNEE" means a Person to whom all or part of
a Member's Interest has been assigned and who has been
admitted as a Member as a result of such assignment.

"AMI" has the meaning indicated in the
Participation Agreement.

"AVAILABLE CASH" means all cash funds of the
Company from operations, refinancings, asset sales,
Capital Contributions, loans or any other source at
any particular time available for Distribution after
reasonable provision has been made by the Manager for
(i) payment of all operating expenses of the Company
as of such time, (ii) payment of all outstanding and
unpaid current obligations of the Company as of such
time, and (iii) adequate working capital.

"BUSINESS" is defined in Section 1.2.

"CAPITAL ACCOUNT" means the account maintained
for a Member or Assignee in accordance with Section
6.5.

"CAPITAL CONTRIBUTION" means, with respect to a
Member, the amount of cash contributed to the Company
with respect to such Member's Interest, or if the
context so requires, the amount of cash required to be
contributed to the Company with respect to such
Member's Interest.

"CAUSE" means the gross negligence or willful
misconduct of the Manager in the performance of a
material duty of the Manager under this Agreement.

"CERTIFICATE OF FORMATION" means the Certificate
of Formation of the Company as amended or restated
from time to time in accordance with the terms of this
Agreement and filed with the Delaware Secretary of
State in the manner provided by the Act.

"CHANGE OF CONTROL" means, with respect to a
specified Person, a change of control, after the
Effective Date of this Agreement, of such Specified
Person or any Person ("Parent") that controls such
specified Person in any one of the following
circumstances:  (i) any Person shall have become the
beneficial owner of or shall have acquired, directly
or indirectly, 50% or more of the then outstanding
ownership interests (including both economic interest
and voting interests) of the specified Person or
Parent; (ii) the specified Person or Parent is a party
to a merger, consolidation, sale of assets, or other
reorganization, or a proxy contest, as a consequence
of which the members of the board of directors ( or,
if either is not a corporation any other person or
group of persons having substantial the same authority
as the board of directors) ( such board, person or
group of persons is herein called the "BOARD"), of the
specified Person or Parent in office immediately prior
to such transaction or event constitute less than a
majority of the Board thereafter; or (iii) during any
period of two consecutive months, individuals who at
the beginning of such period constituted the Board of
the specified Person or any Parent cease for any
reason to constitute at least a majority of the Board
of the specified Person or any Partner, PROVIDED that
notwithstanding anything to the contrary a Change of
Control shall not be deemed to have occurred (a) with
respect to KLT so long as at least one of the Key KLT
Persons is employed by KLT or any of its Affiliates or
(b) with respect to Bandera so long as at least one of
the Key Bandera Persons is employed by Bandera, with
substantially the same authority and responsibility
that he had on the Effective Date of this Agreement.

"CODE" means the Internal Revenue Code of 1986,
as amended from time to time.

"COMPANY" means Forest City Gathering, LLC, a
Delaware limited liability company formed under the
Act.

"CONSENT" means, with respect to a Member, (a) as
a noun, either the written consent of such Member or
the affirmative vote of that Member at a meeting, as
the case may be, to do that for which the Consent of
such Member is given and (b) as a verb, giving Consent
for any such action.  To receive the "CONSENT OF THE
MEMBERS" requires the requisite level of Consent of
the Members provided in this Agreement or as otherwise
expressly required by the Certificate of Formation,
the Act or other applicable law.

"DISTRIBUTION" or "DISTRIBUTIONS" means any cash
or other Property distributed to a Member by the
Company on account of that Member's Interest as
provided in Article VIII, and does not include
payments to a Member (i) pursuant to a loan by such
Member to the Company or other transactions in which
such Member is acting other than in its capacity as a
Member within the meaning of section 707(a) of the
Code or (ii) which are made to reimburse a Member or
an Affiliate of a Member for amounts paid for or on
behalf of the Company.  "DISTRIBUTE" means to make one
or more Distributions.

"EFFECTIVE DATE" means August 3, 2001.

"FISCAL YEAR" means the annual accounting period
of the Company, which shall be the calendar year or
such portion of a calendar year during which the
Company is in existence.

"GAAP" means generally accepted accounting
principles, conventions, rules and procedures in the
United States set forth in the opinions and
pronouncements of the accounting principles board of
the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial
Accounting Standards Board (or any successor
organization) that are applicable to the circumstances
as of the date of determination.

"GATHERING CAP" means total expenditures incurred
to construct gathering system(s) and gas sales
facilities from each well head to the central delivery
point for Phase I, which shall not exceed $200,000 in
the aggregate.

"INTEREST" of a Member at any time means the
entire percentage ownership interest of such Member in
the Company at such time and all benefits to which
such Member is entitled under this Agreement and
applicable law, together with all obligations of such
Member under this Agreement and applicable law.

"Key KLT Persons" means Bruce Selkirk, Charley W.
Dein and Gregory Orman.

"Key Bandera Persons" means M.G. Whitmire and
Bruce Galbierz.

"MANAGER" means the Member designated as the
Manager as provided in Section 4.4.

"MEMBERS" means KLT and Bandera and those Persons
who subsequently are admitted as Members pursuant to
the terms of this Agreement.  "MEMBER" means any one
of the Members.

"NET INCOME" means, for any period, the excess,
if any, of the Company's items of income and gain for
such period over the Company's items of loss and
deduction for such period, including items described
in Section 705(a)(1)(B) and 705(a)(2)(B) of the Code,
as computed for book purposes.

"NET LOSS" means, for any period, the excess, if
any, of the Company's items or loss and deduction for
such period over the Company's items of income and
gain for such period, including items described in
Section 705(a)(1)(B) and 705(a)(2)(B) of the Code, as
computed for book purposes.

"ORGANIZATION" means any corporation,
partnership, joint venture, limited liability company,
unincorporated association, trust, estate,
governmental entity or other entity.

"PARTICIPATION AGREEMENT" means that certain
Participation Agreement dated July 27, 2001, by and
between Forest City, LLC, and Bandera Petroleum
Exploration, LLC.

"PERSON" means any natural person or
Organization.

"PHASE 1" means the period of time commencing on
the Effective Date and ending upon the completion of
the initial 25 wells as contemplated by Section 5.1 of
the Participation Agreement.

"PHASE 2" means the period of time commencing on
the end of Phase 1 and continuing thereafter so long
as the Company is in existence.

"PRIME PLUS RATE" shall mean a rate per annum
which is equal to the lesser of (a) a rate which is
two percent (2%) above the prime rate of interest of
The Chase Manhattan Bank, N.A., or its successor, as
announced or published by such bank from time to time
(adjusted from time to time to reflect any changes in
such rate determined hereunder) or (b) the maximum
rate from time to time permitted by applicable law.

"PROPERTY" means all (or such lesser amount as
indicated by the context used herein) property --
real, personal, tangible or intangible -- owned from
time to time by the Company as a result of Capital
Contributions, acquisition, operations or otherwise.

"REASONABLE FEES" means such fees as Manager
shall reasonably determine from time to time to
recover the Company's costs and expenses and to earn a
reasonable rate of return on all capital invested by
the Members.

"SECURITIES ACT" means the Security Act of 1933,
as amended, and any successor statute thereto.

"TAXABLE INCOME" or "TAXABLE LOSS" for a
particular Fiscal Year means an amount equal to the
Company's taxable income or taxable loss for such
Fiscal Year determined in Accordance with Code Section
703(a).

"TAX DISTRIBUTION AMOUNT" means, with respect to
a Member for any calendar quarter, the combined amount
computed pursuant to Sections 6.7(a)(i) and 6.7(a)(ii)
in reference to such calendar quarter.

"TRANSFER" means (a) as a noun, any voluntary or
involuntary transfer, sale, assignment, alienation,
gift, donation, grant, conveyance, lease, exchange,
mortgage, pledge, encumbrance, hypothecation or other
disposition of any kind, including dispositions by
operation of law or legal process or any transactions
or series of transactions that result in a Change of
Control and (b) as a verb, the act of making any of
the foregoing.

"TREASURY REGULATIONS" means the final and
temporary regulations of the U.S. Department of the
Treasury promulgated under the Code.

			ARTICLE II
			MEMBERS

2.1	MEMBERS.  KLT and Bandera shall be the only
initial Members of the Company.  A Person may become a
Member (a) in the case of a Person acquiring a
membership interest directly from this Company, only
by the written agreement of all the Members; and (b)
in the case of a Transfer of a Member's Interest, only
if such Transfer is made in accordance with Article IX
of this Agreement.

2.2	AUTHORITY OF MEMBERS.  No individual Member
may bind the Company except to the extent expressly
provided in this Agreement, or by the vote of Members
holding more than ninety percent (90%) of the total
Interest in the Company.

2.3	CLASSES OF MEMBERS.  The Company shall have
only one class of Members.

2.4	PLACE AND MANNER OF MEETING.  All meetings of
the Members shall be held at such time and place as
shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.  Members may
participate in such meetings by means of conference
telephone or similar communications equipment by means
of which all persons participating in the meeting can
hear each other.  Participation in a meeting by a
Member shall constitute a waiver of notice of such
meeting, except where a Member attends a meeting for
the express purpose of objecting to the transaction of
any business on the ground that the meeting is not
lawfully called or convened.

2.5	MEETINGS.  An annual meeting of the Members
shall be held on such day and at such time during the
period within six months after the close of each
Fiscal Year of the Company as may be specified by the
Manager in the notice of the meeting.  If the annual
meeting of Members is not held within the period above
specified, any Member may cause a special meeting of
the Members in lieu thereof to be held as soon
thereafter as convenient, and any business transacted
or election held at such meeting shall be as valid as
if held at the annual meeting.  Failure to hold the
annual meeting within the designated time shall not
cause a dissolution of the Company, or constitute an
act of Cause.  Special meetings of the Members may be
called at any time by any Member.

2.6	NOTICE.  Written or printed notice stating
the place, day and hour of the meeting and, in case of
a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of
the meeting either personally or by mail, by the
Member calling the meeting, to each Member entitled to
vote at the meeting, provided that such notice may be
waived as provided in this Agreement.  If mailed, such
notice shall be deemed to be delivered when deposited
in the United States mail addressed to the Member at
its address as it appears on the records of the
Company, with postage thereon prepaid.

2.7	QUORUM OF MEMBERS.  Members holding more than
ninety percent (90%) of the total Interest in the
Company represented in person or by proxy, shall be
required for a quorum at a meeting of Members.

2.8	PERCENTAGE OF INTEREST REQUIRED; WITHDRAWAL
OF QUORUM.  The vote of Members holding more than
ninety percent (90%) of the total Interest in the
Company at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a
greater percentage is required by law, the Certificate
of Formation or this Agreement.  The Members present
at a duly organized meeting may not continue to
transact business if, as the result of the withdrawal
of one or more Members, a quorum is no longer present.

2.9	ACTION WITHOUT MEETING.  Any action required
by the Act, as amended, to be taken at any annual or
special meeting of the Members, or any action which
may be taken at any annual or special meeting of the
Members, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall
have been signed by each Member.

2.10	WITHDRAWAL, BANKRUPTCY OR DISSOLUTION OF A
MEMBER.  A Member may not voluntarily withdraw during
Phase 1 of the term of this Company, without the
Consent of all the other Members.  Thereafter, a
Member may withdraw upon sixty (60) days prior written
notice to the Company and to each of the other Members
with such withdrawal to take effect at the time
specified in such notice, or if no time be specified,
then on the sixtieth (60th) day following its receipt
by the non-withdrawing Members.  The Company shall be
dissolved upon the withdrawal, bankruptcy, liquidation
or dissolution of a Member, or upon the occurrence of
any other event that terminates the continued
membership of a Member in this Company under the terms
of this Agreement or the Act.  For purposes of this
Section 2.10, the term "DISSOLUTION" does not include
a merger, spin-off, consolidation, reorganization or
recapitalization of a Member.  It is the intent of
this Agreement that the tax status of this Company be
the same as for a partnership, and except as allowed
by the  Code, and any corresponding rules and
regulations, it is intended that this Company shall
not have continuity of life and shall be read and
interpreted so as to prohibit continuity of life.

			ARTICLE III
		ORGANIZATION AND TERM

3.1	FILINGS AND FEES.  The Manager shall execute
and file, or cause to be executed and filed, for
recordation in the office of the appropriate
authorities such reports, disclosures, certificates
and other forms, schedules, instruments or documents
as are required by applicable law or regulation or
which the Manager otherwise determines may be
necessary or appropriate with respect to the formation
of, and conduct of business by, the Company.  The
Manager also shall cause the Company to pay all fees,
taxes and other charges, including professional fees,
incurred in connection with the preparation and filing
of such reports, certificates, disclosures, forms,
schedules, instruments or other documents.

3.2	TITLE TO PROPERTY.  The Property shall be
owned by the Company as an entity and no Member shall
have any ownership interest in the Property in that
Member's individual name or right, and each Member's
Interest shall be personal property for all purposes.
The Company shall hold the Property in the name of the
Company and not in the name of any Member.

3.3	NONCOMPETITION;  CONFLICTS OF INTEREST.
Subject to the express provisions of this Agreement,
each Member and its Affiliates shall be free to engage
in the same or similar business as the Company's
Business outside the AMI.  No Member or Affiliate of a
Member shall engage in the Company's Business within
the AMI without the express written consent of all
Members which may be granted or denied at the sole
discretion of each Member.  In the interest of
clarity, the Members recognize that this Section 3.3
shall not prohibit a Member or its Affiliates from
owning or operating oil and gas properties within the
AMI. The prohibitions of this Section 3.3 shall be
binding upon any Member who withdraws as a Member or
whose Interest is purchased pursuant to Section 6.2(c)
for the remainder of the term of the Company,
notwithstanding that such Person shall no longer be a
Member.

3.4	LIMITATION OF LIABILITY.  Except as otherwise
expressly provided herein or required by applicable
law, no Member, as such, shall be bound by, or be
personally liable for, the liabilities or obligations
of the Company or the other Members, or be required to
lend any funds to (or provide any guarantees on behalf
of) the Company, without the prior written consent of
such Member.  No Member shall have any obligation to
make Capital Contributions to the capital of the
Company except those Capital Contributions agreed upon
by the Member or that may be required (a) to return
the amount of any Distribution received by such Member
in violation of, and to the extent required by the
Act; (b) under Section 6.1 or (c) under Section 6.5
with respect to the withholding by the Company of
income taxes.

3.5	EXPENSES.  The Company shall pay all costs
and expenses arising from the organization and
operation of the Company.  The Company shall reimburse
the Members for any reasonable out-of-pocket expenses
incurred by them on behalf of the Company in
accordance with this Agreement.

3.6	TERM OF COMPANY.  The Company shall be in
existence commencing on the Effective Date and
continue in existence for the lesser of thirty (30)
years or such earlier date as the Company is dissolved
pursuant to Section 10.1.

			ARTICLE IV
			MANAGER

4.1	GENERAL POWERS OF MANAGER.  Except for
situations in which the approval of the Members is
expressly required by this Agreement or by nonwaivable
provisions of applicable law, and subject to the
provisions of Section 4.2, (i) the powers of the
Company shall be exclusively exercised by or under the
authority of, and the business and affairs of the
Company shall be managed under the direction of, the
Manager; and (ii) the Manager may make all decisions
and take all actions for the Company not otherwise
provided for in this Agreement, including, without
limitation, the following:

(a)	ACQUISITION OF PROPERTY.  Acquire by
purchase, lease, or otherwise such pipe,
easements, compressors, and other real or
personal property which may be necessary,
convenient, or incidental to the accomplishment
of the purposes of the Company;

(b)	OPERATION, MAINTENANCE, IMPROVEMENT AND
DISPOSITION OF PROPERTY.  Operate, maintain,
improve, and construct any real estate and any
personal property necessary, convenient, or
incidental to the accomplishment of the purposes
of the Company, including without limitation,
pipelines, compressors and related equipment and
facilities;

(c)	CONTRACTS AND OTHER AGREEMENTS.  Execute
and deliver, on behalf of the Company, any and
all agreements, contracts, documents,
certifications, and instruments necessary or
convenient in connection with the management,
maintenance, and operation of Company property,
or in connection with managing the affairs of the
Company; provided that any agreement for
gathering and compression services shall be for
Reasonable Fees and in such form as may be
approved by the Members;

(d)	BANKING AUTHORITY.  Open, maintain and
close bank accounts and execute and deliver all
checks, drafts or other orders for payment of
funds belonging to the Company;

(e)	INSURANCE.  Procure and maintain in force
such insurance as the Manager shall deem prudent
to serve as protection against liability for loss
and damage which may be occasioned by the
activities to be engaged in by the Company;

(f)	HIRE EMPLOYEES OR INDEPENDENT CONTRACTORS.
Contract on behalf of the Company for the
employment and services of employees and/or
independent contractors and appoint officers and
other agents of the Company;

(g)	JUDICIAL AND ADMINISTRATIVE ACTIONS.
Institute, prosecute, defend, settle, compromise,
and dismiss lawsuits or other judicial or
administrative proceedings brought on or in
behalf of, or against, the Company or all the
Members in their capacity as Members, in
connection with activities arising out of,
connected with, or incidental to this Agreement,
and to engage counsel or others in connection
therewith and to execute powers of attorney,
consents, waivers and other documents that may be
necessary before any court, administrative board
or agency of any governmental authority,
affecting the properties owned by the Company;
and

(h)	IN GENERAL.  Engage in any kind of
activity and perform and carry out contracts of
any kind (including contracts of insurance
covering risks to property and Manager liability)
necessary or incidental to, or in connection
with, the accomplishment of the purposes of the
Company, as may be lawful carried on or performed
by a limited liability company under the laws of
each state in which the Company is then formed or
qualified.

4.2	RESTRICTIONS ON MANAGER'S POWERS.
Notwithstanding the provisions of Section 4.1, the
Manager may not cause the Company to do any of the
following without the approval of the Members in
accordance with Section 2.8:

(a)	SALE, EXCHANGE OR DISPOSITION OF COMPANY
PROPERTY.  Sell, lease, exchange or otherwise
dispose of all or substantially all the Company's
property and assets (with or without goodwill);

(b)	MERGERS.  Be a party to a merger, or a
share exchange;

(c)	AMENDMENT OF CERTIFICATE.  Amend or
restate the Certificate of Formation;

(d)	BANKRUPTCY PETITION.  Cause the Company to
file a voluntary petition in bankruptcy or take
any other similar action;

(e)	ORDINARY COURSE OF BUSINESS.  Authorize
any act that would make it impossible to carry on
the ordinary business of the Company;

(f)	AMENDMENT OF AGREEMENT.  Amend or modify
this Agreement;

(g)	MEMBERSHIP INTEREST.  Issue any additional
Interest in the Company or, admit any Person as a
Member of the Company (other than as expressly
provided in Section 9.1);

(h)	FINANCIAL TRANSACTIONS.  Borrow money and
issue evidences of indebtedness  of the Company;
or

(i)	DEEDS, MORTGAGES, DEEDS OF TRUST AND OTHER
INSTRUMENTS.  Execute any deed, lease, mortgage,
deed of trust, mortgage note, promissory note,
bill of sale, contract, or other instrument
purporting to encumber any or all of the Company
property (other than Operator's liens that may
arise as a matter of law).

4.3	DUTIES OF THE MANAGER.

(a)	MANAGEMENT DUTIES.  The Manager will:  (i)
manage the business of the Company in a manner
that, in the reasonable judgment of the Manager,
will achieve the purposes of the Company's
Business; (ii) use reasonable efforts to cause
the Company to perform its obligations under all
contracts, agreements, instruments, and other
documents to which the Company is at any time a
party or by which the Company is at any time
bound; (iii) use reasonable efforts to cause the
Company to obtain and maintain such insurance as
is consistent with sound business practice; and
(iv) use reasonable efforts to cause the Business
of the Company to be conducted in compliance with
all applicable laws.

(b)	LEVEL OF DUTY.  The Manager will conduct,
manage and control the Company and its affairs
with the degree of reasonable care that a prudent
business person would use under similar
circumstances.

(c)	TIME AND ATTENTION TO DUTIES.  The Manager
will devote such time and attention to the
performance of duties under this Agreement as is
reasonably necessary for the operation of the
Business, provided that it is expressly
understood that the Manager will not devote its
full time to its duties hereunder, and provided
further that the Manager may engage in or possess
an interest in other independent business
ventures of any nature or description, including
business ventures similar to the Company, and
neither the Company nor any other Member, as
such, shall have any rights by virtue of this
Agreement in or to such independent ventures or
the income or profits therefrom.

(d)	LIMITATION OF DUTIES.  The Manager will be
obligated to perform the duties, responsibilities
and obligations of the Manager under this
Agreement only to the extent that funds of the
Company are available for such performance.
Notwithstanding any other provision of this
Agreement, the Manager will be liable only to the
Company and the other Members for Cause.

4.4	ELECTION; TERM.  The Manager shall initially
be KLT.  KLT shall remain as Manager and shall not be
subject to removal as Manager unless and until (a)
there is a Change of Control, and (b) the other party
or parties to this Agreement show Cause.  If the
Manager sells all of its Interest in the Company to a
third party, the third party shall automatically
become the Manager, but from and after the date of
such sale, the Manager is subject to removal as
Manager for Cause.  For purposes of this Section, the
term "sale" shall mean a voluntary, arm's length
transfer for money, but shall not include sales to
Affiliates.  The term "sale" shall be strictly
construed and shall not apply to certain transfers
that might be considered sales in the broadest sense
including, without limitation, mortgages, mergers,
reorganizations and consolidations.

The Manager may be removed for Cause by an
affirmative vote of the Non-Manager Member owning a
majority interest in the Company after excluding the
Interest of the Manager Member. Such vote shall not be
deemed effective until a written notice has been
delivered to the Manager by the Non-Manager Member
detailing the alleged default and the Manager has
failed to cure the default within 30 days from its
receipt of the notice.  Such removal shall be
effective immediately upon the failure to cure such
default within the applicable notice period.

4.5	ANNUAL REPORTS.  Within ninety (90) days
after the end of each Fiscal Year, the Manager shall
cause to be prepared (and furnished to each Member)
financial statements, which shall be prepared in
accordance with GAAP, and which shall include the
following:

(a)	A copy of the balance sheet of the Company
as of the last day of such Fiscal Year;

(b)	A statement of income or loss for the
Company for such Fiscal Year;

(c)	A statement of each Member's Capital
Account; and

(d)	A statement of cash flow of the Company
for such Fiscal Year.

4.6	QUARTERLY REPORTS.  Within forty-five (45)
days after the end of each quarter, the Manager shall
cause each Member to be furnished with financial
statements prepared in accordance with the Company's
methods of accounting, of the type described in the
preceding Section 4.5, as of the last day of such
quarter, provided that such quarterly reports need not
include such footnotes as may be required by GAAP.

4.7	ANNUAL ESTIMATE OF OPERATING COSTS.  The
Manager shall cause to be prepared and delivered to
each Member no later than January 15th of each year a
proposed estimate of operating costs for the Company
for such Fiscal Year.  This estimate shall be given
for information purposes only and shall not act as a
limitation, in any way, upon the funds that Manager is
authorized to expend on behalf of the Company.

4.8	TAX RETURNS AND INFORMATION.  The Manager
shall cause all tax returns that the Company is
required to file to be prepared and timely filed
(including extensions) with the appropriate
authorities of each Fiscal Year.  On or before June
15th (commencing in 2002) the Manager shall also cause
to be delivered to each Member information pertaining
to the Company and its operations for the previous
Fiscal Year that is necessary for the Members to
accurately prepare their respective federal and state
income tax returns for said Fiscal Year.

4.9	LABOR COSTS.  To the extent that the Manager
uses its employees to conduct the Company's Business
and except as otherwise set forth in an applicable
operating agreement (it being recognized that the
Manager or its Affiliate may receive an overhead
charge of $200 per well per month in any such
operating agreement), the Manager shall not be
reimbursed by the Company for the following:

(a)	Salaries and wages of Manager's employees
directly engaged in connection with the conduct
of Company's Business, supported by hourly time
cards or other documentation, and, in addition,
amounts paid as salaries and wages of others
temporarily employed in connection therewith.

(b)	Manager's cost of holiday, vacation,
sickness, jury service and other fringe benefits
and customary allowances paid to persons whose
salaries and wages are chargeable under
subsection (a) above.

(c)	Expenditures or contributions made
pursuant to assessments imposed by governmental
authority which are applicable to salaries, wages
and costs chargeable under subsection (a) above.

(d)	Manager's current cost of plans for
employees group life insurance, hospitalization
disability, pension, retirement, savings and
other benefit plans, applicable to labor costs
chargeable under subsection (a) above.

(e)	Reasonable and necessary expenses of
employees whose salaries and wages are chargeable
under subsection (a) above.  As used herein the
term "expenses" shall mean travel, hotel,
transportation, meal and other usual out-of-
pocket expenditures incurred by employees in the
performance of their duties and for which such
employees are reimbursed.

4.10	MATERIAL, EQUIPMENT AND SUPPLIES.  The
Manager may use materials, equipment and supplies held
in its inventory for its own business purposes for the
Company's Business and any such materials, supplies,
and equipment so used shall be priced at cost to
Company, plus carrying costs and storage and  loading
costs to be established by Manager based on actual
experience, but not to exceed replacement cost at the
time of issuance.

4.11	ADMINISTRATIVE AND GENERAL EXPENSE.  The
Manager shall not be reimbursed for administrative
costs and expenses of Manager's offices and salaries
or wages or applicable burdens and expenses of its
personnel.

			ARTICLE V
		OWNERSHIP INTEREST

5.1	The Members shall initially have the Interest
shown below:

(a)	Bandera shall have a twelve and one-half
percent (12.5%) Interest in the Company; and

(b)	KLT shall have an eighty-seven and one-
half percent (87.5%) Interest in the Company.

		ARTICLE VI
		CAPITALIZATION

6.1	CAPITAL CONTRIBUTIONS.

(a)	INITIAL CAPITAL CONTRIBUTIONS.  Each
Member shall contribute the cash indicated on
Exhibit AC@ (total $40,000, KLT $35,000 and
Bandera $5,000) attached hereto and made a part
hereof within thirty (30) days from the Effective
Date.  No Member shall be obligated to transfer
to the Company any ownership, or title to its
assets and properties. The Members agree that the
value of the Capital Contributions to be made
initially by each Member as shown on Exhibit C,
equals the product of the Interest shown in
Article V for that Member multiplied by the
aggregate value of the Capital Contributions
initially made by all Members as shown on Exhibit
C.

(b)	SUBSEQUENT CAPITAL CONTRIBUTIONS.  In
addition, each Member shall contribute in cash to
the Company such Capital Contributions in
proportion to such Members' Interests as are
deemed necessary and appropriate by the Manager
from time to time for the conduct of the Business
of Company.  The Manager shall give each Member
written notice of any such Capital Contributions
and shall provide in such notice a time period
(not to be less than ten (10) business days) in
which the Members must make their respective
Capital Contributions.  Such Capital
Contributions shall be used by the Company for
the conduct of the Company's Business.

(c)	PAYMENT OF CAPITAL CONTRIBUTION.  On each
occasion on which the Members are required to
make Capital Contributions to the Company, each
Member shall deposit its required Capital
Contribution, by wire transfer of immediately
available funds, in the depositary institution
and account designated by the Manager.

(d)	DUTY TO MAKE CAPITAL CONTRIBUTION.  The
Capital Contribution commitments of the Members
under this Agreement are solely for the benefit
of the Members, as among themselves, and may not
be enforced by or for the benefit of any other
person (including any creditor, receiver, or
trustee of, or for the benefit of any one or more
creditors of, the Company).

6.2	FAILURE TO MAKE CERTAIN CAPITAL
CONTRIBUTIONS.  Unless otherwise expressly provide by
this Agreement, the obligation of a Member to make a
contribution or otherwise pay cash to the Company may
not be compromised or released without the express
written consent of all Members.  In the event that (1)
any Member fails to pay when due the full amount of a
Capital Contribution called for under Section 6.1(a)
(Initial Contributions) or Section 6.1(b) (Subsequent
Capital Contributions) for the conduct of the
Company's Business during Phase 1, (2) the total
amount of Capital Contributions that have been made by
such Member does not equal or exceed its share of the
Gathering Cap, and (3) such default is not cured
within ten days after written and telephonic notice
thereof has been given by the Manager to such Member
(in this Section 6.2, a "PHASE 1 DEFAULTING MEMBER"),
the following provisions shall apply:

(a)	LOSS OF VOTE.  Whenever the vote or
consent of the Phase 1 Defaulting Member would
otherwise be required or permitted under this
Agreement, the Phase 1 Defaulting Member shall
not be entitled to participate in such vote or
consent, and such vote or consent shall be
calculated as if such Phase 1 Defaulting Member
were not a Member.

(b)	APPLICATION OF DISTRIBUTIONS TO PHASE 1
DEFAULTING MEMBER.  The Manager may cause the
Company to withhold all Distributions otherwise
distributable to such Phase 1 Defaulting Member
under this Agreement, and pay such Distributions
to the non-Defaulting Member in the event that
the non-Defaulting Member made any Capital
Contribution or paid any other amount on account
of the Phase 1 Defaulting Member=s failure to
make the Unfunded Phase 1 Contributions when due,
until Distributions in an aggregate amount equal
to 200% of the amount of the Unfunded Phase 1
Contributions have been so withheld and paid in
accordance with this clause (b).  Any such
Distributions withheld in accordance with this
clause (b) shall be deemed to have been
distributed to the Phase 1 Defaulting Member and
then paid to the non-Defaulting Member.

(c)	LOAN OR CONTRIBUTION BY NON-DEFAULTING
MEMBERS.  The non-Defaulting Member shall have
the right to contribute or loan the amount of the
Unfunded Phase 1 Contributions to the Company.
The non-Defaulting Member shall have the right in
its sole discretion to treat all or any portion
of the Unfunded Phase 1 Contributions that it
shall fund as follows:

(1)	As debt of the Company to such non-
Defaulting Member, in which case the Company
shall pay interest to such non-Defaulting
Members on the amount loaned to the Company
by such non-Defaulting Members at the Prime
Plus Rate; and/or

(2)	As additional Capital Contributions,
in which case the Interests of the Members
shall be redetermined, and each such Member's
Interest shall thereafter be equal to a
fraction, the numerator of which shall equal
the aggregate Capital Contributions made by
such Member to the Company (including the
amount of any Unfunded Phase 1 contributions
funded by such Member pursuant to this
Section) and the denominator of which shall
equal the aggregate Capital Contributions
made by the Members (including the amount of
the Unfunded Phase 1 Contributions funded by
the Members pursuant to this Section).

(d)	PURCHASE OF MEMBERSHIP INTEREST.  Any non-
Defaulting Member may, in its sole and absolute
discretion, purchase the Interest of Defaulting
Member for a total price equal to fifty percent
(50%) of the balance of such Defaulting Member's
Capital Account at such time, instead of pursuing
any of the remedies set forth in Section 6.2(b)
or (c).

6.3	FAILURE TO MAKE PHASE 2 OR EXCESS GATHERING
CAP CONTRIBUTION.  In the event that any Member fails
to pay when due the full amount of any Capital
Contribution for the conduct of the Business of the
Company after the total Capital Contributions that
have been made equals or exceeds such Member's share
of the Gathering Cap or for the conduct of the
Company's Business during Phase 2, and such default is
not cured within ten days after written and telephonic
notice has been given by the Manager to such Member (a
"PHASE 2 OR CAP DEFAULTING MEMBER"), the non-
Defaulting Member shall have the right, as its sole
and exclusive remedy, to contribute the amount of such
unfunded Capital Contributions as additional Capital
Contributions in which case the Interest of the
Members shall be redetermined, and each such Member's
Interest shall thereafter be equal to a fraction the
numerator of which shall equal the aggregate Capital
Contribution made by such Member (including an amount
equal to any unfunded Capital Contribution funded by
such Member pursuant to Section 6.2(d)(2) or this
Section 6.3) and the denominator of which shall equal
the aggregate Capital Contribution made by all the
Members pursuant to Section 6.1, Section 6.2(d)(2) or
this Section 6.3.

6.4	NO INTEREST; RETURN OF CONTRIBUTIONS.  No
interest shall accrue on any contributions to the
capital of the Company.  No Member shall be entitled
to the return of its Capital Contributions except (a)
to the extent, if any, that Distributions made
pursuant to the express terms of this Agreement may be
considered as such by law or by agreement of all of
the Members of the Company, (b) upon dissolution and
liquidation of the Company, and then only to the
extent expressly provided for in this Agreement and as
permitted by law, or (c) to the extent that any
amounts paid by the Company to a Member upon the
Company's acquisition of any Interest may be
considered as such by law.

6.5	CAPITAL ACCOUNTS.  A Capital Account shall be
established and maintained for each Member.  Each
Member's Capital Account shall be increased by:

(a)	the amount of money contributed by that
Member to the Company, and

(b)	allocations to that Member of Net Income,
including income and gain exempt from tax and
income and gain described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding
income and gain descried in Treasury 1.704-
1(b)(4)(i),

and shall be decreased by:

(c)	allocation to that Member of Net Loss,

(d)	the amount of money Distributed to that
Member by the Company,

(e)	the fair market value of distributed
property that such Member is considered to assume
or take under Section 752 of the Code), and

(f)	allocations to that Member of expenditures
of the Company described in Section 1.704-
1(b)(2)(iv)(f) and as required by the other
provisions of Treasury Regulation Section 1.704-
1(b)(2)(iv)(f) and as required by the other
provisions of Treasury Regulation Section 1.704-
1(b)(2)(iv) and 1.704-1(b)(4), including
adjustments to reflect the allocations to the
Members of depreciation, depletion, amortization,
and gain or loss as computed for book purposes
rather than the allocation of the corresponding
items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-
1(b)(2)(iv)(g).  Upon the transfer of all or part
of an Interest in the Company, the Capital
Account of the transferor that is attributable to
the transferred interest in the Company shall
carry over to the transferee Member in accordance
with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(iv)(1).

6.6	ALLOCATIONS OF NET INCOME OR NET LOSS.

(a)	For purposes of maintaining the Members'
Capital Accounts, the Net Income or Net Loss of
the Company for each year shall be allocated
among the Members in accordance with their
Interests.

(b)	Except as otherwise provided in Section
6.6(c):  for federal and state tax purposes each
item of income, gain, loss, deduction and credit
shall be allocated among the Members in the same
manner as each correlative item of Net Income or
Net Loss is allocated to the Members for purposes
of maintaining their respective Capital Accounts.

(c)	Income, gain, loss and deduction with
respect to property contributed to the Company by
a member or revalued pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(f) shall be
allocated among the Members in a manner that
takes into account the variation between the
adjusted tax basis of such property and its book
value, as required by Section 704(c) of the Code
and Treasury Regulation Section 1.704-1(b)(4)(i),
using the remedial allocation method permitted by
Treasury Regulation Section 1.704-3(d).

(d)	All Net Income and Net Loss (and any item
of income, gain, loss, deduction or credit) shall
be allocated, and all distributions shall be
made, to the Persons shown on the records of the
Company to have been Members as of the last day
of the period for which the allocation or
distribution is to be made.  Notwithstanding the
foregoing, if an Interest is transferred during a
taxable year, Net Income and Net Loss (and any
item of income, gain, loss, deduction or credit)
for such taxable year allocable to the
transferred Interest shall be prorated between
the transferor and the transferee based upon that
portion of such taxable year during which each
was recognized as owning such Interest, without
regard to the results of Company operations
during particular portions of such taxable year
and without regard to distributions made to the
transferor and the transferee during such taxable
year; provided, that such allocation must be in
accordance with a method permissible under
Section 706 of the Code and the Treasury
Regulations thereunder.

6.7	AVAILABLE CASH.  Available Cash shall be
Distributed in the following order and priority:

(a)	TAX DISTRIBUTIONS.  If at the end of a
calendar quarter of a Fiscal Year, the Company
estimates that it will allocate, to one or more
Members with respect to such Fiscal Year, (i)
Taxable Income (or items thereof) excluding items
allocated pursuant to Section 6.5(c) and (ii)
items of income, gain, loss and deduction
required to be separately stated and computed by
the Members pursuant to section 613A(c)(7)(D) of
the Code (the amounts described in clauses (i)
and (ii) shall be referred to in this Section
6.7(a) as "NET TAXABLE INCOME"), then not later
than the twentieth (20th) day prior to the date
upon which estimated federal income tax payments
are required to be made by corporations for such
calendar quarter, the Company shall make a
Distribution of Available Cash to each Member in
an amount equal to the following:

(1)	PRIOR INCOME.  First, that portion of
any Tax Distribution Amount for the calendar
quarter immediately preceding the calendar
quarter to which Section 6.7(a)(2) refers for
which a Distribution to such Member pursuant
to this Section 6.7(a) had not been made.
The amount to be Distributed pursuant to this
Section 6.7(a)(1) shall be determined by
subtracting (A) the aggregate Distributions
of Available Cash made to such Member
pursuant to this Section 6.6(a) as of the
calendar quarter to which Section 6.7(a)(2)
refers from (B) the aggregate of the amounts
calculated pursuant to Section 6.7(a)(2), as
adjusted, to be Distributed to such Member
for all such calendar quarters;

(2)	CURRENT INCOME TAX DISTRIBUTION.
Second, the product of (A) (i) such Member's
distributive share of the Company's estimated
Net Taxable Income for such calendar quarter,
determined in accordance with the allocation
provisions of Section 6.6, (ii) plus or
minus, as the case may be, any increase or
reduction in the estimates of Net Taxable
Income with respect to prior calendar
quarters of such Fiscal Year and (B) 38.25%;
and

(b)	REMAINDER.  The Company, with the Consent
of the Members, may, thereafter, make
Distributions of Available Cash to the Members in
accordance with their Interests.

6.8	NON-CASH DISTRIBUTIONS.  Except as otherwise
provided in this Agreement, each Member must look
solely to the Property of the Company for the return
of such Member's Capital Contribution and shall have
no right or power to demand or receive Property other
than cash.

			ARTICLE VII
			LIABILITY

	The Company has been formed as a limited
liability company, which shall assume the obligation
for all services to be performed pursuant to this
Agreement.

			ARTICLE VIII
			INDEMNIFICATION

8.1	INDEMNIFICATION.  In addition to the
indemnification of Manager provided in Article XI, the
Members may adopt such provisions pertaining to
indemnification of Members, Manager,  and others as
may be permitted under the Act, provided, however, no
Person may be indemnified under this Section of this
Article VIII in respect of a proceeding,

(a)	in which the Person is found liable on the
basis that personal benefit was improperly
received by or it, whether or not the benefit
resulted from an action taken in the Person's
official capacity; or

(b)	in which the Person is found liable to the
Company.

8.2	LIABILITY INSURANCE.  The Company may
purchase and maintain insurance or another arrangement
on behalf of any Person who is or was a Manager,
officer, employee, or agent of the Company or who is
or was serving at the request of the Company as a
Manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic limited
liability company, corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit
plan or other enterprise, against any liability
asserted against him or it and incurred by him or it
in such a capacity or arising out of his or its status
as such a person, whether or not the Company would
have the power to indemnify him against that liability
under this Article.

			ARTICLE IX
RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS

9.1	RESTRICTIONS ON TRANSFER.

(a)	NO TRANSFER EXCEPT AS HEREIN PROVIDED.  No
Member shall directly or indirectly Transfer any
Interest in the Company, or any right or interest
therein without the express written consent of
all Members (which consent may be withheld by
each Member in its sole and absolute discretion),
provided that (i) any Member may transfer all or
substantially all of its Interest in the Company
to any Affiliate of such Member or (ii) after the
end of Phase I, any Member may Transfer all or
substantially all of its Interest in the Company,
as part of the sale of all or substantially all
of its interest in all leases, options and farm-
ins within the AMI,  (iii) any Member may
mortgage, pledge, or grant a lien or security
interest in all of its Interest in the Company as
collateral for a loan, provided that the interest
of any such mortgagee, pledgee or secured party
shall be subject to all the terms of this
Agreement, and (iv) any mortgagee, pledgee or
secured party that forecloses its lien and/or
security interest may sell all the Interest of
the Member subject to such lien and security
interest, provided that any Person to whom such
Interest is sold shall take such Interest subject
to all the terms of this Agreement.

(b)	SECURITIES ACT COMPLIANCE.  Anything in
this Agreement to the contrary notwithstanding,
no Transfer of Interests in the Company otherwise
permitted or required by this Agreement shall be
made unless such Transfer is in compliance with
federal and state securities laws, including
without limitation the Securities Act.  In
connection with any Transfer or proposed Transfer
of Interest in the Company, if requested by the
Company, before such Transfer the holder of such
Interests proposing to effect such Transfer shall
provide the Company either (i) a written opinion
of legal counsel who shall be reasonably
satisfactory to the Company, addressed to the
Company and satisfactory in form and substance to
the Company, to effect that the proposed Transfer
of Interests in the Company may be effected
without registration under the Securities Act and
applicable state securities laws, or (ii) a >no-
action= letter from the staff of the Securities
and Exchange Commission (the "SEC") to the effect
that the distribution of such securities without
registration under the Securities Act will not
result in a recommendation by the staff of the
SEC that action be taken in respect thereof, or a
combination of (i) and (ii) hereof.

(c)	AGREEMENT TO BE BOUND.  Anything in this
Agreement to the contrary notwithstanding, unless
otherwise agreed to in writing by each of the
Members, no Transfer of Interests in the Company
otherwise permitted or required by this Agreement
shall be effective unless and until the
transferee shall execute and deliver to the
Company an agreement in which such transferee
agrees to be bound by this Agreement and to
observe and comply with this Agreement and with
all obligations and restrictions imposed on
Members hereby in such form as is acceptable to
the Manager, provided that any Person that is
only granted a lien or security interest in a
Member's Interest in the Company pursuant to
Section 9.1(a)(iii)  shall not be required to
execute such an agreement as a condition to the
grant of such lien or security interest.  Each
Person to whom a Transfer of Interests in the
Company is permitted by this Agreement, who
receives a Transfer of Interests in the Company
during the term of the Company, and who is
required to agree in writing to be bound by the
provisions hereof, shall become a "Member" for
all purposes of this Agreement after such Person
has agreed to be so bound.

(d)	TRANSFERS IN VIOLATION OF THIS AGREEMENT.
Transfers of Interests in the Company may only be
made in strict compliance with all applicable
terms of this Agreement, and any purported
Transfer of Interests in the Company that does
not so comply with all applicable provisions of
this Agreement shall be null and void and of no
force or effect, and the Company shall not
recognize nor be bound by any such purported
Transfer and shall not effect any such purported
Transfer and shall not effect any such purported
Transfer on the transfer books of the Company.

9.2	SPECIFIC PERFORMANCE.  Each of the parties to
this Agreement acknowledges that it shall be
impossible to measure in money the damages to the
Company or the Member(s), if any of them or any
transferee or any legal representative of any party
hereto fails to comply with an of the restrictions or
obligations imposed by this Article, that every such
restriction and obligation is material, and that in
the event of any such failure, the Company or the
Member(s) shall not have an adequate remedy at law or
in damages.  Therefore, each party hereto consents to
the issuance of an injunction or the enforcement of
other equitable remedies against him at the suit of an
aggrieved party without the posting of any bond or
other security, to compel specific performance of all
of the terms of this Article and to prevent any
disposition of Interests in the Company in
contravention of any terms of this Article and waives
any defenses thereto, including, without limitation,
the defenses of:  (i) failure of consideration; (ii)
breach of any other provision of this Agreement; and
(iii) availability of relief in damages.

9.3	MEMBERS OF RECORD; RELATED MATTERS.  The
Company and its Manager will be entitled to consider
the owner of any Interest in the Company as set forth
in the records of the Company as the absolute owner
thereof for all purposes.  The Company and its Manager
will not incur any liability for Distribution of cash
or other property made in good faith to the owner of a
Interest in the Company until such time as a written
assignment of such Interest and an agreement to be
bound by this Agreement has been received and accepted
by the Company and such assignment has been recorded
on the books of the Company.  The Company and its
Manager may refuse to accept a purported assignment of
Interests in the Company until  the end of the next
succeeding quarterly or annual accounting period.  No
Member shall under any circumstances Transfer any of
its Interests in the Company to a minor or incompetent
or any other person not qualified to become a Member
pursuant to this Agreement and, in the event any such
Transfer should be attempted, such will be null, void
and ineffectual and will not bind the Company  or its
Members, or Manger.  In no event will any purported
Transfer of any Interest in the Company, by operation
of law or otherwise, require the Company or its
Manager to account to more than one person with
respect to such transferred Interests.

9.4	TERMINATION OF RIGHTS AND OBLIGATIONS.  As of
the effective date of any Transfer permitted under
this Article by a Member of its entire Interest in the
Company, such Member's rights and obligations
hereunder shall terminate except for any Transfer that
is permitted under Section 9.1(a)(iii), in which case
such Member's rights and obligations shall continue
unless and until the person to whom such Transfer is
made agrees in writing to assume all the obligations
and duties of such Member under this Agreement.

			ARTICLE X
			DISSOLUTION

10.1	DISSOLUTION.  This Company shall be
dissolved on the first of the following to occur:

(a)	when the period fixed for the duration of
this Company expires;

(b)	upon the occurrence of events specified in
the Certificate of Formation or this Agreement to
cause dissolution;

(c)	the written Consent of all Members;

(d)	except as otherwise provided in this
Agreement, upon the withdrawal, bankruptcy,
liquidation, or dissolution of a Member or the
occurrence of any other event which terminates
the continued membership of a Member in this
Company;

(e) entry of a decree of judicial dissolution
under the Act; or

(f)	upon sixty (60) days written notice by one
Member to each of the other Members at any time
after Phase 1.

For purposes of this Section, the term
"DISSOLUTION" does not include a merger, spin-off,
consolidation, reorganization or recapitalization of a
Member.

10.2	JUDICIAL DISSOLUTION.  On application by
or for a Member, a court of competent jurisdiction may
decree dissolution of this Company if it is not
reasonably practicable to carry on the business of
this Company in conformity with its Certificate of
Formation and this Agreement.

10.3	WINDING UP.  On the dissolution of this
Company, its affairs shall be wound up as soon as
reasonably practicable.  The winding up shall be
accomplished by the Manager.  In addition, a court of
competent jurisdiction, on cause shown, may wind up
the Company's affairs on application of any Member or
the Member's legal representative or assignee and, in
connection with the winding up, may appoint a Person
to carry out the liquidation and may make all other
orders, directions, and inquiries that the
circumstances require.

10.4	DISTRIBUTIONS UPON TERMINATION AND
DISSOLUTION OF THIS COMPANY.  Upon the winding up of
the Company, the Manager or other Person designated in
accordance with Section 10.3 will proceed to wind up
the affairs of the Company.  The liabilities and
obligations to creditors and all expenses incurred in
its liquidation and dissolution will be paid and will
have first priority in winding up as otherwise
provided in this Agreement.  The Manager may retain
from available cash and other assets of the Company
sufficient reserves for anticipated and contingent
liabilities.  Undistributed cash, and other property
valued at its fair market value on the date of
Distribution, will be Distributed to the Members in
the following order:

(a)	Distributions will first be made to repay
any loans to the Company by a Member, including
the amount of any deferred payment obligation to
a Member or a Member's personal representative.

(b)	Distributions will then be made to the
Members in an amount equal to the credit balances
in their capital accounts so that the capital
account of each Member shall be reduced to zero.

(c)	The balance, if any, will be made to the
Members in an amount equal to each Member's
percentage interest in the Company as determined
immediately prior to the Distribution of the
credit balances of the Member's capital accounts.
The Manager, in making or preparing to make a
partial or final distribution may deliver
undivided interests in an asset or class of
assets to the Members subject to any indebtedness
which may be secured by the property.

If sufficient cash or other assets are available
and a Distribution is made to the Members of undivided
interests in the pipelines, plants or other physical
assets, then after said Distribution the members shall
negotiate in good faith in an attempt to enter into an
operating agreement that will provide for the
continued operation of the distributed assets by the
former Members as tenants in common.

The Company may continued beyond its scheduled
termination date for a time reasonably necessary to
conclude the administration of the Company, pay
expenses of termination and distribute all of the
Property to those entitled thereto.

			ARTICLE XI
	EXCULPATION AND INDEMNIFICATION

11.1	EXCULPATION.  Neither the Manager, nor any
Affiliate of the Manager, shall be liable,
responsible, or accountable in damages or otherwise to
the Company or any Member by reason of, or arising
from, the operations, business, or affairs of, or any
action taken or failure to act on behalf of, the
Company, except to the extent caused by any Cause of
such Person. THE MEMBERS RECOGNIZE THAT THIS PROVISION
SHALL RELIEVE ANY SUCH PERSON FROM ANY AND ALL
LIABILITIES, OBLIGATIONS, DUTIES, CLAIMS, ACCOUNTS AND
CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF
ANY NEGLIGENCE BY ANY SUCH PERSON OR ANY THEORY BASED
UPON OR SIMILAR TO STRICT LIABILITY.

11.2	INDEMNIFICATION.

INDEMNITEES AND INDEMNIFIABLE CLAIMS.  The
Company shall indemnify and hold harmless (i) the
Manager, (ii) any Affiliate of the Manager, and
(iii) any officer, director, employee, agent,
stockholder, member or partner of the Manager or
any of its Affiliates (each, an "INDEMNITEE"),
from and against any claim, loss, damage,
liability, or reasonable expense (including
reasonable attorney's fees, court costs, and
costs of investigation and appeal) suffered or
incurred by any such Indemnitee by reason of, or
arising from the operations, business, or affairs
of, or any action taken or failure to act on
behalf of, the Company, except to the extent any
of the foregoing was caused by any Cause of such
person.  THE MEMBERS RECOGNIZE THAT SUCH
INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION
FROM THE NEGLIGENCE OF INDEMNITEE OR LIABILITY
BASED UPON STRICT LIABILITY OR ANY SIMILAR
DOCTRINE.

			ARTICLE XII
			MISCELLANEOUS

12.1	BOOKS AND RECORDS.

(a)	The Company shall maintain such books and
records of the Company shall be open to
inspection and copying by the Members from time
to time.  The Company shall keep and maintain the
following records in its principal office and
make them available in such office within five
days after the date of receipt of a written
request:

(1)	a current record that includes

(i)	the name and mailing address of
each Member;

(ii)	the percentage interest in the
Company owned by each Member;

(2)	copies of the federal, state, and
local information or income tax returns for
the Company's seven most recent tax years.

(3)	a copy of the Certificate of Formation
and this Agreement, all amendments or
restatements thereof, executed copies of any
powers of attorney, and copies of any
document that creates, in the manner provided
by the Certificate of Formation or this
Agreement, classes of members;

(4)	The records of the Company or this
Agreement shall set forth:

(i)	the amount of the cash contribution
and a description and statement of the
Agreed Value of any other contribution
made by each Member, and the amount of the
cash contribution and a description and
statement of the Agreed Value of any other
contribution that the Member has agreed to
make in the future as an additional
contribution;

(ii)	the times at which additional
contributions are to be made or events
requiring additional contributions to be
made;

(iii)	events requiring the Company to
be dissolved and its affairs wound up;

(iv)	the date on which each Member
in the Company became a Member;

(5)	correct and complete books and records
of account of the Company.

(b)	The Company shall maintain its records in
written form or in another form capable of
conversion into written form within a reasonable
time.

(c)	A Member, on written request stating the
purpose, may examine and copy, in person or by
the Member's authorized representative, at any
reasonable time, for any proper purpose, and at
the Member's expense, records required to be kept
under this Section 12.1 and other information
regarding the business, affairs, and financial
condition of the Company as is just and
reasonable for the person to examine and copy.

(d)	A Member, upon prior written notice to the
Company, shall have the right to audit the books
and records of the Company during regular
business hours for any period, at the cost of the
Member conducting such audit unless otherwise
agreed by the Members.

(e)	On the written request by any Member, the
Company shall provide to the requesting Member
without charge true copies of:

(1)	the Certificate of Formation and this
Agreement and all amendments or restatements;
and

(2) any tax returns of the Company.

12.2	METHOD.  Whenever by statute or the
Certificate of Formation or this Agreement, notice is
required to be given to any Member of the Company, and
no provision is made as to how the notice shall be
given, it shall not be construed to mean personal
notice, but any such notice may be given in writing
postage prepaid, addressed to the Company, or Member
at the address appearing on the books of the Company,
or by any other method permitted by law.  Any notice
required or permitted to be given by mail shall be
deemed given at the time when the same is deposited in
the United States mails.

12.3	TAX MATTERS.

(a)	TAX MATTERS MEMBER.  KLT is hereby
designated as the "TAX MATTERS MEMBER" of the
Company in accordance with Section 6231(a)(7) of
the Code and shall serve in such capacity until
the Members determine otherwise.  Should the
unified audit rules of subchapter C of Chapter 63
of Subtitle F of the Code be applicable, the Tax
Matters Member shall: (i) take such action as may
be necessary to cause each of the other Members
to become a notice partner within the meaning of
Section 6223 of the Code, (ii) keep each of the
other Members fully advised of the progress of
any audit, (iii) promptly notify each of the
other Members of any audit adjustments proposed
by the Internal Revenue Service, or other taxing
authority, provide a copy of such materials to
each of the other Members, and (v) not enter into
a settlement agreement pursuant to Section 6224
of the Code without obtaining the prior Consent
of all Members.  The Tax Matters Member shall be
reimbursed by the Company for any reasonable
expenses incurred by the Tax Matters Member, or
on that Member's behalf, in such Member's
capacity as the Tax Matters Member.

(b)	ELECTIONS.  The Tax Matters Member shall
make all elections and other determinations for
federal, state, local and foreign tax purposes,
on behalf of the Company.

12.4	SEAL.  The Company shall have no seal.

12.5	AMENDMENTS.  This Agreement may be altered
or repealed only by unanimous Consent of all the
Members.

12.6	HEADINGS.  The headings used in this
Agreement have been inserted for convenience only and
do not constitute matter to be construed in
interpretation.

12.7	CONSTRUCTION.  Whenever the context so
requires, the masculine shall include the feminine and
neuter, and the singular shall include the plural, and
conversely.  If any portion of this Agreement shall be
invalid or inoperative, then, so far as is reasonable
and possible:

(a)	the remainder of this Agreement shall be
considered valid and operative; and

(b)	effect shall be given to the intent
manifested by the portion held invalid or
inoperative.

12.8	DISCLAIMER OF PUNITIVE DAMAGES.  No Member
shall be entitled to recover punitive or exemplary
damages from any other Member, whether acting in its
capacity as Manager or otherwise in connection with
this Agreement.

12.9	TAXABLE AS A PARTNERSHIP.  The Company
will constitute a partnership for federal income tax
purposes.  The Company shall prepare or cause to be
prepared all necessary tax reports and other
information required by the Internal Revenue Service
and a report for income tax purposes to each Member of
its distributive share of items of income, gain, Loss,
deduction and credit.

	12.10  CHARGES FOR SERVICES TO MEMBERS FOLLOWING
A CHANGE OF CONTROL.  Unless otherwise agreed in
writing by all Members, in the event there is a Change
of Control with respect to the Manager, from that
point forward the Company may not charge an amount in
excess of $0.30 per Mcf to a Member or its Affiliate,
for gathering and other related services contemplated
hereunder in connection with the gathering,
compressing, processing and treating of the Member or
Affiliate's share of any gas produced from a well or
wells in which such Member or its Affiliate owns an
interest and which are subject to the Participation
Agreement.

	IN WITNESS WHEREOF all of the Members of the
Company have executed this Agreement as of the
Effective Date.




BANDERA PETROLEUM EXPLORATION, L.L.C.


By:	/s/M. G. Whitmire
Name:	M. G. Whitmire
Title:	Managing Member



KLT GAS, INC.

By:	/s/Charley W. Dein
Name:  Charley W. Dein
Title: Executive Vice President of Operations

                                                     Exhibit B-107

                   Articles of Incorporation For
                        A Close Corporation
                     (Submitted in duplicate)

     The undersigned natural person(s) of the age of eighteen
years or more for the purpose of forming a statutory close
corporation under The General and Business Corporation Law of
Missouri adopt the following Articles of Incorporation:

                            Article One

     The name of the corporation is KLT Gas Operating Company and
it is a statutory close corporation.

                            Article Two

     The name and address of its initial registered agent in this
state is:

	Corporation Service Company
	dba CSC-Lawyers Incorporation Service Company
	221 Bolivar Street
	Jefferson City, MO 65101

                           Article Three

     (A)  The aggregate number, class and par value, if any, of
shares which the corporation shall have authority to issue are as
follows: 1,000 shares of no par common stock

     (B)  The preferences, qualifications, limitations,
restrictions, and the special or relative rights, including
convertible rights, if any, in respect to the shares of each class
are as follows:

     None.

                           Article Four

     (A)  The transfer of shares by a living shareholder are as
follows:

          1.   Governed by section 351.770; or
          2.   Stated as follows (state conditions for transfer):

               There are no conditions or restrictions on the
               transfer of shares by a living shareholder.

     (B)  The transfer of shares of a deceased shareholder are as
follows:

          1.   Governed by sections 351.780, 785 & 790 and modified as
               follows (state modifying conditions if any):

               or

          2.   Governed by the following conditions:

               There are no conditions or restrictions on the
               transfer of shares of a deceased shareholder.

                           Article Five

     The name and place of residence of each incorporator is as
follows:

     Mark G. English     8504 Richards Road       Lenexa, KS 66215

                            Article Six

     (X)  The corporation does not have a board of directors; or

     ( )  The number of directors to constitute the first board of
          directors is ___.  Thereafter the number of directors
          shall be fixed by, or the manner provided in the bylaws.
          Any changes in the number will be reported to the
          Secretary of State within thirty calendar days of such
          change; or

     ( )  The number of directors to constitute the board of
          directors is ___.  (The number of directors to
          constitute the board of directors must be stated herein
          if there are to be less than three directors. The
          persons to constitute the first board of directors may,
          but need not, be named.)

                           Article Seven

     The duration of the corporation is: perpetual

                           Article Eight

     The corporation is formed for the following purposes:

     To operate, manage and maintain oil and gas interests, leases
     and other properties. and to do all things related or
     incident thereto, and for all other purposes as are lawful
     for a close corporation under Missouri law.

                           Article Nine

     This close corporation shall be dissolved in the following
manner (complete both A & B):

     (A)  The following shareholder or shareholders have authority to
          dissolve the corporation (indicate all if all have authority and
          the percentage of votes required to vote on the dissolution,
          otherwise list names of individual shareholders with authority to
          dissolve):

               KLT Gas Inc.

     (B)  The above shareholder or shareholders may dissolve the
          corporation as follows:

          1.   At will (check here (x)); or
          2.   Upon the occurrence or the following specified
               event(s) or contingency(ies):

                            Article Ten

     The following statement shall appear conspicuously on each
share certificate:

     The rights of shareholders in a statutory close corporation
     may differ materially from the rights of shareholders in
     other corporations. Copies of the articles of incorporation
     and bylaws, shareholders' agreements and other documents, any
     of which may restrict transfers and affect voting and other
     rights, may be obtained by a shareholder on written request
     to the corporation. (351.760, RSMo)

                          Article Eleven

               (Any additional optional statements)

     The incorporator has the power and authority to accept, on
     behalf of the corporation, stock subscriptions from the
     initial shareholders, to cause corporation to issue shares of
     stock pursuant to such subscriptions, and to execute on
     behalf of the corporation the certificates evidencing shares
     of stock.

     The effective date of this document is the date it is filed
by the Secretary of State of Missouri, unless you indicate a
future date, as follows:

     n/a

(Date may not be more than 90 days after the filing date in this
office)

     In affirmation thereof, the facts stated above are true.

/s/Mark G. English    Mark G. English        10 May 99

Signature of          Printed or Typed       Date of Signature
Incorporators

                       Name of Incorporators

                                                 Exhibit B-108




                   KLT GAS OPERATING COMPANY



                             BYLAWS



                      DATED June 21, 1999



                    KLT GAS OPERATING COMPANY

                             BYLAWS



                           ARTICLE I

                            Offices

     Section 1.     The registered office of the Corporation in
the State of Missouri shall be at Corporation Service Company
d/b/a CSC-Lawyers Incorporating Service Company, 221 Bolivar
Street Jefferson City MO 65101.

     Section 2.     The Corporation also may have offices at such
other places either within or without the State of Delaware as
the Board of Directors may from time to time determine or the
business of the Corporation may require.


                           ARTICLE II

                          Shareholders

     Section 1.     All meetings of shareholders shall be held at
such place within or without the State of Missouri as may be
selected by the Board of Directors, but if the Board of Directors
shall fail to designate a place for said meeting to be held, then
the same shall be held at the registered office of the
Corporation.

     Section 2.     An annual meeting of the shareholders shall
be held on the second Tuesday of April in each year, if not a
legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing
directors of the Corporation and transacting such other business
as may properly be brought before the meeting.

     Section 3.     Special meetings of the shareholders may be
called by the President or by the holders of not less than one-
fifth of all outstanding shares entitled to vote at such meeting.

     Section 4.     Written or printed notice of each meeting of
the shareholders, annual or special, shall be given in the manner
provided in the corporation laws of the State of Missouri.  In
case of a call for any special meeting, the notice shall state
the time, place and purpose of such meeting.

     Any notice of a shareholders' meeting sent by mail shall be
deemed to be delivered when deposited in the United States mail
with postage thereon prepaid addressed to the shareholder at his
address as it appears on the records of the Corporation.

     Section 5.     Meetings of the shareholders may be held
without notice at any time and place, either within or without
the State of Missouri, if all shareholders entitled to vote at
any such meeting shall have waived notice thereof or shall be
present in person or represented by proxy, and any action
required to be taken by shareholders may be taken at any such
meeting.

     Section 6.     At least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each, shall be
prepared by the officer having charge of the transfer book for
shares of the Corporation.  Such list, for a period of ten days
prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by
any shareholder at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The original
share ledger or transfer book, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who are
the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.

     Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at any such
meeting.

     Section 7.     Each outstanding share entitled to vote under
the provisions of the Certificate of Incorporation of the
Corporation shall be entitled to one vote on each matter
submitted at a meeting of the shareholders.  A shareholder may
vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

     Section 8.     At any meeting of shareholders, a majority of
the outstanding shares entitled to vote represented in person or
by proxy shall constitute a quorum for the transaction of busi
ness, except as otherwise provided by statute or by the
Certificate of Incorporation or by these Bylaws.  The holders of
a majority of the shares represented in person or by proxy and
entitled to vote at any meeting of the shareholders shall have
the right successively to adjourn the meeting to the same or a
different location and to a specified date not longer than ninety
days after any such adjournment, whether or not a quorum be
present.  The time and place to which any such adjournment is
taken shall be publicly announced at the meeting, and no notice
need be given of any such adjournment to shareholders not present
at the meeting.  At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.

     Section 9.     Shares standing in the name of another
corporation may be voted by such officer, agent, or proxy, as the
bylaws of such corporation may prescribe, or in the absence of
such provision, as the board of directors of such corporation may
determine.

     Section 10.    The President of the Corporation shall
convene all meetings of the shareholders and shall act as
chairman thereof.  The Shareholders may appoint any other officer
of the Corporation or shareholder to act as chairman of any
meeting of the shareholders in the absence of the President.

     The Secretary of the Corporation shall act as secretary of
all meetings of shareholders.  In the absence of the Secretary at
any meeting of shareholders, the presiding officer may appoint
any person to act as secretary of the meeting.

     Section 11.    Unless otherwise provided by statute or by
the Certificate of Incorporation, any action required to be taken
by shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.


                           ARTICLE III

                       Board of Directors

     Section 1.     Pursuant to Section 351.805, RSMo, the
Articles of Incorporation of the Corporation provide that the
Corporation shall operate without a board of directors.

     Section 2.     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 shareholders.

     Section 3.     Unless the Articles of Incorporation provide
otherwise, action requiring director approval or both director
and shareholder approval is authorized if approved by the
shareholders, and action requiring a majority or greater
percentage vote of the board of directors is authorized if
approved by the majority or greater percentage of the votes of
shareholders entitled to vote on the action.

     Section 4.     A requirement by a state of the United States
that a document delivered for filing contained a statement that
specified action has been taken by the board of directors is
satisfied by a statement that the Corporation is a statutory
close corporation without a board of directors and that the
action was approved by the shareholders.

     Section 5.     The shareholders by resolution may appoint
one or more shareholders to sign documents as Adesignated
directors@.

     Section 6.     A shareholder is not liable for his act or
omission, although a director would be, unless the shareholder
was entitled to vote on the action.
                           ARTICLE IV

                            Officers

     Section 1.     The officers of the Corporation may include a
President, one or more Vice Presidents, a Secretary, and a
Treasurer, all of whom shall be appointed by the shareholders.
Any one person may hold two or more offices except that the
offices of President and Secretary may not be held by the same
person.

     Section 2.     The officers shall be elected annually by the
shareholders.  The office of the Vice President may or may not be
filled as may be deemed advisable by the shareholders.

     Section 3.     The shareholders may from time to time
appoint such other officers as they shall deem necessary or ex
pedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the shareholders
or the President may from time to time determine.

     Section 4.     The officers of the Corporation shall hold
office until their successors shall be chosen and shall qualify.
Any officer appointed by the shareholders may be removed at any
time by the affirmative vote of the shareholders.  If the office
of any officer becomes vacant for any reason, or if any new
office shall be created, the vacancy may be filled by the
shareholders.

     Section 5. The salaries, if any, of all officers of the
Corporation shall be fixed by the shareholders.


                            ARTICLE V

                  Powers and Duties of Officers

     Section 1.     The President shall have general and active
management of, and exercise general supervision of, the business
and affairs of the Corporation, subject, however, to the right of
the shareholders to delegate any specific power to any other
officer or officers of the Corporation, and shall see that all
orders and resolutions of the shareholders are carried into
effect.  He/she may sign with the Secretary of the Corporation
stock certificates, deeds, mortgages, bonds, contracts or other
instruments; and in general shall perform all duties incident to
the office of president and such other duties as may be
prescribed by the shareholders from time to time.  The President
shall preside at all meetings of the shareholders.

     Section 3.     In the absence of the President or in the
event of his/her inability or refusal to act, the Vice President
(or in the event there be more than one vice president, the vice
presidents in the order designated, or in the absence of any
designation, then in the order of election) shall perform the
duties of the President and when so acting, shall have the powers
of the President, and shall perform such other duties as from
time to time may be assigned to him/her by the President or by
the shareholders.
     Section 4.     The Secretary shall attend all meetings of
the shareholders and shall keep the minutes of such meetings.
He/she shall give, or cause to be given, notice of all meetings
of the shareholders, and shall perform such other duties as may
be prescribed by the shareholders or President.

     The Secretary shall keep the corporate books and records,
prepare the necessary reports to the State and to the directors.
He/she shall in all respects perform those usual and customary
duties which such officer performs in business corporations.

     Section 5.     The Treasurer shall have the custody of all
moneys and securities of the Corporation.  He/she is authorized
to collect and receive all moneys due the Corporation and to
receipt therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all checks, drafts,
vouchers or other instruments for the payment of money to the
Corporation and to deposit the same to the credit of the
Corporation in such depositaries as may be designated by the
shareholders.  He/she is authorized to pay interest on
obligations and dividends on stocks of the Corporation when due
and payable.  He/she shall, when necessary or proper, disburse
the funds of the Corporation, taking proper vouchers for such
disbursements.  He/she shall render to the shareholders and the
President, whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as may be
prescribed by the shareholders or the President.

     Section 6.     Unless otherwise ordered by the shareholders,
the President or any Vice President of the Corporation (a) shall
have full power and authority to attend and to act and vote, in
the name and on behalf of this Corporation, at any meeting of
shareholders of any corporation in which this Corporation may
hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the
ownership of such stock, and (b) shall have full power and
authority to execute, in the name and on behalf of this
Corporation, proxies authorizing any suitable person or persons
to act and to vote at any meeting of shareholders of any
corporation in which this Corporation may hold stock, and at any
such meeting the person or persons so designated shall possess
and may exercise any and all of the rights and powers incident to
the ownership of such stock.


                           ARTICLE VI

                      Certificates of Stock

     Section 1.     The shareholders shall provide for the issue,
transfer and registration of the certificates representing the
shares of capital stock of the Corporation, and shall appoint the
necessary officers, transfer agents and registrars for that
purpose.

     Section 2.     Until otherwise ordered by the shareholders,
stock certificates shall be signed by the President or a Vice
President and by the Secretary.  In case any officer or officers
who shall have signed, or whose facsimile signature or signatures
shall have been used on, any stock 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 been delivered by the
Corporation, such certificate or certificates may nevertheless be
issued by the Corporation with the same effect as if 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.

     Section 3.     Transfers of stock shall be made on the books
of the Corporation only by the person in whose name such stock is
registered or by his attorney lawfully constituted in writing,
and unless otherwise authorized by the shareholders, only on
surrender and cancellation of the certificate transferred.  No
stock certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation.  The
person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the
Corporation.


                          ARTICLE VII

                           Dividends

     Dividends may be declared at such times as the shareholders
shall determine from the net earnings, or earned surplus, in
accordance with law.  Stock dividends may be declared if
justified and provided capital is not impaired by such action.


                          ARTICLE VIII

                           Fiscal Year

     Section 1.     The fiscal year of the Corporation shall be
the calendar year.


                           ARTICLE IX

                        Waiver of Notice

     Whenever by statute or by the Certificate of Incorporation
or by these Bylaws any notice whatever is required to be given, a
waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.


                            ARTICLE X

               Indemnification by the Corporation

     The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business Corporation
Law of Missouri, as now in effect or as hereafter amended, any
person made or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative, including an action by
or in the right of the Corporation) by reason of the fact that
he/she is or was a shareholder, officer, employee or agent of the
Corporation or serves any other enterprises as such at the
request of the Corporation.

     The foregoing right of indemnification shall be deemed
exclusive of any other rights to which such persons may be
entitled apart from this Article X.  The foregoing right of
indemnification shall continue as to a person who has ceased to
be a shareholder, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.


                           ARTICLE XI

                           Amendments

     The shareholders may make, alter, amend or repeal Bylaws of
the Corporation at any annual or special meeting of shareholders
by a majority vote of the shareholders present and entitled to
vote at such meeting, provided a quorum is present.

Exhibit B-109 ARTICLES OF ORGANIZATION OF PATRICK GAS, LLC To: THE OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., 101 State Capitol Oklahoma City, Oklahoma 73105-4560 (405) 522-4560 The undersigned, for the purpose of forming a limited liability company pursuant to the provisions of 18 O.S., Section 2004, of the Oklahoma Limited Liability Company Act (the "Act"), does hereby execute the following Articles of Organization: FIRST. The name of the limited liability company is Patrick Gas, LLC (the "Company"). SECOND. The street address of the principal place of business of the Company in the State of Oklahoma is: Two Warren Place, 6120 S. Yale, Suite 810, Tulsa, Oklahoma 74136. THIRD. The name and address of the resident agent of the Company in the State of Oklahoma is: Patrick Energy Corp., Attn: Mark A. Patrick, Two Warren Place, 6120 S. Yale, Suite 810 Tulsa, Oklahoma 74136. FOURTH. The limited liability company is to have perpetual existence. FIFTH. The purpose for which the Company is formed is the transaction of any or all lawful business for which limited liability companies may be organized under the Act. IN WITNESS WHEREOF, these Articles of Organization have been executed on the 12th day of January, 2000, by the undersigned. SOLE ORGANIZER By:/s/Donald S. Smith Pray, Walker, Jackman, Williamson & Marlar 900 ONEOK Plaza Tulsa, Oklahoma 74102

AMENDED ARTICLES OF ORGANIZATION OF AN OKLAHOMA LIMITED LIABILITY COMPANY TO: OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., 101 State Capitol Building Oklahoma City, Oklahoma 73105-4897 (405) 5224560 The undersigned, for purpose of amending the articles of organization of an Oklahoma limited liability company pursuant to the provisions of Title 18, Section 2011. does hereby execute the following amended articles: 1. (A) The name of the limited liability company: Patrick Gas, LLC. (B) The name of the limited liability company has been changed to: Patrick KLT Gas, LLC 2. The date of filing of the original articles of organization: January 13, 2000. 3. The street address of its principal place of business in this state: Two Warren Place Tulsa Oklahoma 74136 61205 Yale Suite 810 Street address City State Zip Code 4. The name and address of the registered agent in the state of Oklahoma: Patrick Energy Corp., Two Warren Place, Tulsa OK 74136 Attn: Mark A. Patrick 61205. Yale, Suite 810 Name Street Address City State Zip Code (P.O. BOXES ARE NOT ACCEPTABLE) 5. Set forth clearly any and all amendments to the articles of organization: "FIRST. The name of the limited liability company is Patrick KLT Gas, LLC (the "Company")." Amended Articles of Organization must be signed by a manager. Dated: January 17, 2000 Manager: Patrick Energy Corp. By: /s/Mark A. Patrick Mark A. Patrick, Vice President

Exhibit B-110 MEMBERS' AGREEMENT OF THE MEMBERS OF PATRICK KLT GAS, LLC MEMBERS' AGREEMENT OF THE MEMBERS OF Patrick KLT Gas, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CROSS-REFERENCES 1 1.1 Definitions 1 1.2 Cross References 1 ARTICLE II CERTAIN MATTERS CONCERNING CONTRIBUTIONS BY MEMBERS 2 2.1 Initial Capital Contribution 2 2.2 Additional Contributions 2 2.3 Emergency or Unexpected Expenditures. 2 ARTICLE III REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS; INDEMNITIES 2 3.1 Representations and Warranties of the Members 3 3.2 Representations and Warranties of Patrick 3 3.3 Disclosures. 4 3.4 Loss of Title. 5 3.5 Limitation of Liability 5 3.6 Indemnification. 5 ARTICLE IV INTERESTS OF MEMBERS 6 4.1 Continuing Obligations 6 4.2 Grant of Lien and Security Interest 6 4.3 Subordination of Interests 7 ARTICLE V RELATIONSHIP OF THE MEMBERS 7 5.1 Transfer or Termination of Rights 7 5.2 Abandonment and Surrender of Properties 7 5.3 Supplemental Business Arrangement. 8 5.4 Implied Covenants 8 5.5 No Third Party Beneficiary Rights 8 ARTICLE VI ACQUISITIONS WITHIN AREA OF INTEREST 8 6.1 General 8 6.2 Notice to Non-Acquiring Member 8 6.3 Option Exercised. 9 6.4 Option Not Exercised 9 6.5 Non-Compete Covenants 9 ARTICLE VII DISPUTES 10 7.1 Governing Law. 10 7.2 Forum Selection 10 7.3 Arbitration 10 ARTICLE VIII GENERAL PROVISIONS 12 8.1 Notices. 12 8.2 Gender 13 8.3 Currency. 13 8.4 Headings 13 8.5 Waiver 13 8.6 Modification 14 8.7 Force Majeure 14 8.8 Rule Against Perpetuities 14 8.9 Further Assurances. 14 8.10 Entire Agreement; Successors and Assigns 15 8.11 Counterparts 15 MEMBERS' AGREEMENT OF THE MEMBERS OF Patrick KLT Gas, LLC An Oklahoma Limited Liability Company This Members' Agreement (the "Agreement") is made as of January 14, 2000 between Patrick Energy Corp., a Michigan corporation ("Patrick"), the address of which is 6120 South Yale, Suite 810, Tulsa, Oklahoma 74136 and KLT Gas Inc., a Missouri corporation ("KLT Gas"), the address of which is 1201 Walnut, Kansas City, Missouri 64106. RECITALS A. Patrick owns or controls or is under contract to purchase certain properties in Haskell, Hughes, Latimer, LeFlore, McIntosh, Muskogee, Nowata, Okmulgee, Osage, Pittsburg, Rogers, and Washington Counties, Oklahoma, and Montgomery County, Kansas which properties are described in Exhibit A. B. KLT Gas wishes to participate with Patrick in the exploration, development and production of oil and gas resources, more specifically coalbed methane gas within the Properties and the gathering of gas and the acquisition of producing and non-producing oil and gas leases. C. Patrick and KLT Gas wish to form and operate a limited liability company under the Oklahoma Limited Liability Company Act, 18 O.S. 2000 et seq. (the "Act"), to own the Properties and conduct the operations thereon contemplated by Recital B. The name of the limited liability company shall be Patrick KLT Gas, LLC and its affairs shall be governed by that certain Operating Agreement of Patrick KLT Gas, LLC, dated as of January 14, 2000 (the "Operating Agreement"). NOW THEREFORE, in consideration of the covenants and conditions contained herein, Patrick and KLT Gas agree as follows: ARTICLE I DEFINITIONS AND CROSS-REFERENCES 1.1 Definitions. The terms defined herein shall have the defined meaning wherever used in this Agreement. Capitalized terms used but not defined in this Agreement shall have the meanings given thereto in the Operating Agreement or Exhibit D thereto. 1.2 Cross References. References to exhibits are to Exhibits of the Operating Agreement. References to "Articles," "Sections" and "Subsections" refer to Articles, Sections and Subsections of this Agreement unless indicated otherwise. References to "Paragraphs" and "Subparagraphs" refer to paragraphs and subparagraphs of the referenced Exhibits. ARTICLE II CERTAIN MATTERS CONCERNING CONTRIBUTIONS BY MEMBERS 2.1 Initial Capital Contribution. The initial capital Contribution shall be as set forth in Section 3.1 of the Operating Agreement. 2.2 Additional Contributions. The Members, subject to any election permitted by Section 10.5(a) of the Operating Agreement, shall be obligated to contribute funds to the Company to fund adopted Programs and Budgets in proportion to their respective Ownership Interests. Notwithstanding the foregoing or anything contained in the Operating Agreement, except the technical review, occurring after six months, provided for in Section 10.3, each party hereto agrees that each party will participate in the first two Programs on an equal basis for the drilling of up to 220 wells and agrees to the expenditure of Ten Million Dollars ($10,000,000) with Patrick contributing Two Million One Hundred and Fifty Thousand Dollars ($2,150,000), KLT Gas contributing Five Million Dollars ($5,000,000) and Two Million Eight Hundred and Fifty Thousand ($2,850,000) coming from the Company attributable to Patrick because of its disproportionate initial capital Contribution. 2.3 Emergency or Unexpected Expenditures. In case of emergency, the Manager may take any reasonable action it deems necessary to protect life or property, to protect the Assets or to comply with Laws. The Manager may make reasonable expenditures on behalf of the Members for unexpected events that are beyond its reasonable control and that do not result from a breach by it of its standard of care. The Manager shall promptly notify the Members of the emergency or unexpected expenditure, and the Manager shall be reimbursed for all resulting costs by the Members in proportion to their respective Ownership Interests. ARTICLE III REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS; INDEMNITIES 3.1 Representations and Warranties of the Members. As of the date hereof, each Member warrants and represents to the other that: (a) it is a corporation duly organized and in good standing in its state of incorporation and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement; (b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, and other actions and consents required to authorize it to enter into and perform this Agreement have been properly taken; (c) it will not breach any other agreement or arrangement by entering into or performing this Agreement; (d) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the permitting or implementation of Operations under this Agreement; (e) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and (f) after the assignment of the interests described in Exhibit A hereto, and not as of the date hereof, neither party owns any oil, gas or mineral interest (including coalbed methane) in the Area of Interest. 3.2 Representations and Warranties of Patrick. As of the date hereof, Patrick makes the following representations and warranties to KLT Gas: (a) Patrick makes no warranty of title except that it has neither mortgaged, hypothecated nor made a prior conveyance of its interest in the Contracts or the leases described in Exhibit A. (b) Patrick has delivered to or made available for inspection by KLT Gas all Existing Data in its possession or control, and copies of all leases or other contracts relating to the Properties. (c) With respect to the Properties, to Patrick's knowledge, there are no pending or threatened actions, suits, claims or proceedings, except as set forth in the Contracts or otherwise in Exhibit A to the Operating Agreement. (d) Except as to matters otherwise disclosed in writing to KLT Gas prior to the date hereof, (i) to Patrick's knowledge, the conditions existing on or with respect to the Properties and its ownership and operation of the Properties are not in violation of any Laws nor causing or permitting any damage or impairment to the health, safety, or enjoyment of any person at or on the Properties or in the general vicinity of the Properties; (ii) to Patrick's knowledge, there have been no past violations by it or by any of its predecessors in title of any Environmental Laws or other Laws affecting or pertaining to the Properties, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Properties; and (iii) Patrick has not received inquiry from or notice of a pending investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any Laws. The representations and warranties set forth above shall survive the execution and delivery of any documents of Transfer provided under this Agreement. For a representation or warranty made to a Member's "knowledge," the term "knowledge" shall mean actual knowledge on the part of the officers, employees, and agents of the representing Member. 3.3 Disclosures. Each of the Members represents and warrants that it is unaware of any material facts or circumstances that have not been disclosed in this Agreement or the Operating Agreement which should be disclosed to the other Member in order to prevent the representations and warranties in this Article or Article VI of the Operating Agreement from being materially misleading. Patrick has disclosed to KLT Gas all information it believes to be relevant concerning the Assets and has provided to or made available for inspection by KLT Gas all such information, but does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information (except as provided in Section 3.2) or as to the boundaries, reserves or value of the Assets. Each Member represents to the other that in negotiating and entering into this Agreement and the Operating Agreement it has relied solely on its own appraisals and estimates as to the value of the Assets and upon its own geologic and engineering interpretations related thereto, and KLT Gas is aware that: (a) in Oklahoma the law is unsettled as to the ownership of the coalbed methane gas where minerals have been severed from the surface estate and that some leases included in the Properties have been taken from owners of severed minerals and curative work needs to be completed; and (b) in Oklahoma the law is unsettled as to the ability of the lessee to charge gas transportation costs to the lessor where the lease fails to allow for the cost, and that some leases specifically prohibit the transportation costs, and some leases may not contain sufficient language to collect such costs. 3.4 Loss of Title. Any failure or loss of title to the Assets, and all costs of defending title, shall be charged to the Business Account, except that in the event of costs or losses arising out of or resulting from any breach of the representations and warranties of Patrick or KLT Gas as to title, the breaching Member shall indemnify the non-breaching Member for such costs and losses. 3.5 Limitation of Liability. The Members shall not be required to make any contribution to the capital of the Company except as otherwise provided in this Agreement, nor shall the Members in their capacity as Members or Manager be bound by, or liable for, any debt, liability or obligation of the Company whether arising in contract, tort, or otherwise. The foregoing shall not limit any obligation of a Member to indemnify the other Member as expressly provided by this Agreement. The Members shall be under no obligation to restore a deficit Capital Account upon the dissolution of the Company or the liquidation of any of their Ownership Interests. Any obligation herein to contribute capital to the Company may be compromised by the Members, including by payments by an obligated Member directly to the other Member. 3.6 Indemnification. (a) Each Member shall indemnify the other Member, its directors, officers, employees, agents and attorneys, and Affiliates or successors, assigns and Related Parties (collectively "Indemnified Party") from and against the entire amount of any Material Loss. A "Material Loss" shall mean all direct and indirect costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Member ("Indemnifying Party") of any representation, warranty or covenant contained in this Agreement or the Operating Agreement, including without limitation: (i) any action taken for or obligation or responsibility assumed on behalf of the Company or another Member by a Member or any of its directors, officers, employees, agents and attorneys, or Affiliates, in violation of Section 5.1 of the Operating Agreement; (ii) failure of a Member or its Affiliates to comply with the non-compete or Area of Interest provisions of Article VI hereof; (iii) any Transfer that causes termination of the tax partnership established by Section 5.2 of the Operating Agreement, against which the transferring Member shall indemnify the non-transferring Member as provided in Subsection 7.2(e) of the Operating Agreement and Article V of Exhibit C; and (iv) failure of a Member or its Affiliates to comply with the preemptive right under Sections 7.3 and 7.4 of the Operating Agreement. A Material Loss shall not be deemed to have occurred until an Indemnified Party incurs losses, costs, damages or liabilities in excess of Two Hundred and Fifty Thousand Dollars ($250,000) relating to breaches of warranties, representations and covenants contained in this Agreement and the Operating Agreement, in the aggregate. Each Member's aggregate liability to all Indemnified Parties under this Section for breaches of the representations in Articles II and III hereof shall not, however, exceed Five Million Dollars ($5,000,000). (b) If any claim or demand is asserted against an Indemnified Party in respect of which such Indemnified Party may be entitled to indemnification under this Agreement, written notice of such claim or demand shall promptly be given to the Indemnifying Party. The Indemnifying Party shall have the right, but not the obligation, by notifying the Indemnified Party within thirty (30) days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Party to participate, at the Indemnified Party's expense and with counsel of the Indemnified Party's choice), the defense, compromise, or settlement of the matter, including, at the Indemnifying Party's expense, employment of counsel of the Indemnifying Party's choice. Any damages to the assets or business of the Indemnified Party caused by a failure by the Indemnifying Party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Party, after the Indemnifying Party has given notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Party shall be obligated to indemnify the Indemnified Party. Any settlement or compromise of a matter by the Indemnifying Party shall include a full release of claims against the Indemnified Party which have arisen out of the indemnified claim or demand. ARTICLE IV INTERESTS OF MEMBERS 4.1 Continuing Obligations. On dissolution of the Company under Section 14.1 of the Operating Agreement, each Member shall remain liable for its respective share of liabilities to third parties (whether such arises before or after such dissolution). In the event of the resignation of a Member pursuant to Section 14.2 of the Operating Agreement, the resigning Member's share of such liabilities shall be equal to its Ownership Interest at the time such liability was incurred (or, as to liabilities arising prior to the date hereof, its initial Ownership Interest). 4.2 Grant of Lien and Security Interest. (a) Subject to Section 4.3 hereof, each Member grants to the other Member a lien upon and a security interest in its Ownership Interest, including all of its right, title and interest in the Assets, whenever acquired or arising, and the proceeds from and accessions to the foregoing. (b) The liens and security interests granted by Subsection 4.2(a) hereof shall secure every obligation or liability of the Member granting such lien or security interest to the other Member created under this Agreement or the Operating Agreement, including the obligation to repay a Cover Payment in accordance with Section 11.4 of the Operating Agreement. Each Member hereby agrees to take all action necessary to perfect such lien and security interest and hereby appoints the other Member its attorney-in-fact to execute, file and record all financing statements and other documents necessary to perfect or maintain such lien and security interest. 4.3 Subordination of Interests. Each Member shall, from time to time, take all necessary actions, including execution of appropriate agreements, to pledge and subordinate its Ownership Interest, any liens it may hold which are created under this Agreement other than those created pursuant to Section 4.2 hereof, and any other right or interest it holds with respect to the Company and the Assets (other than any statutory lien of the Manager) to any secured borrowings for Operations approved by the Management Committee, including any secured borrowings relating to Project Financing, and any modifications or renewals thereof. Provided, however, under no circumstances shall the subordination required hereunder affect the priority of any lien or security interest granted by a Member to its lender or granted by the Company to the lender of a Member as contemplated by Section 7.2(g) of the Operating Agreement. ARTICLE V RELATIONSHIP OF THE MEMBERS 5.1 Transfer or Termination of Rights. Neither Member shall Transfer all or any part of its rights or obligations under this Agreement, except in conjunction with a transfer or termination of the Member's Ownership Interest permitted by the Operating Agreement. Neither Member shall Transfer all or any part of its rights or obligations under the Operating Agreement, except in conjunction with a transfer or termination of its rights under this Agreement. Any such permitted assignment shall be subject to the consent requirements of Section 7.2 of the Operating Agreement. 5.2 Abandonment and Surrender of Properties. The Member that desires to abandon or surrender all or part of the Properties pursuant to Section 12.2 of the Operating Agreement shall remain liable to the other Member for its share (determined by its Ownership Interest as of the date of such abandonment) of any liability with respect to such Properties, including, without limitation, Continuing Obligations, and Environmental Liabilities, whether accruing before or after such abandonment, arising out of activities prior to the date hereof and out of Operations conducted prior to the date of such abandonment, regardless of when any funds may be expended to satisfy such liability. 5.3 Supplemental Business Arrangement. The Members hereby agree that in the event of a Supplemental Business Arrangement pursuant to Section 10.7 of the Operating Agreement, this Agreement shall apply mutatis mutandis to such business in the same manner as to the Operating Agreement. 5.4 Implied Covenants. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing. 5.5 No Third Party Beneficiary Rights. This Agreement shall be construed to benefit the Members and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other party, expressly including the Company, or in any governmental organization or agency, except to the extent required to permit indemnification of a non-Member's Indemnified Party pursuant to Subsection 3.6(a) hereof. ARTICLE VI ACQUISITIONS WITHIN AREA OF INTEREST 6.1 General. Any interest or right to acquire any interest in real or personal property within the Area of Interest either acquired or proposed (pursuant to a draft term sheet or draft purchase agreement) to be acquired during the term of this Agreement by or on behalf of either Member ("Acquiring Member") or any Affiliate of such Member shall be subject to the terms and provisions of this Agreement and the Operating Agreement. Patrick and KLT Gas and their respective Affiliates for their separate account shall be free to acquire leases and mineral interests in lands outside the Area of Interest. Failure of any Affiliate of either Member to comply with this Article shall be a breach by such Member of this Agreement. 6.2 Notice to Non-Acquiring Member. Within thirty (30) days after the acquisition or proposed acquisition, as the case may be, of any interest or the right to acquire any interest in real property wholly or partially within the Area of Interest (except real property acquired by the Manager pursuant to a Program), the Acquiring Member shall notify the other Member of such acquisition by it or its Affiliate; provided that if the acquisition of any interest or right to acquire any interest pertains to real property partially within the Area of Interest, then all such real property (i.e., the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article. The Acquiring Member's notice shall describe in detail the acquisition, or the proposed acquisition, the selling party or proposed offeree, the acquiring party if that party is an Affiliate, the lands and minerals covered thereby, any water rights related thereto, the cost, obligations and other liabilities thereof, and the reasons why the Acquiring Member believes that the acquisition (or proposed acquisition) of the interest is in the best interests of the Members under this Agreement. In addition to such notice, the Acquiring Member shall make any and all information concerning the relevant interest available for inspection by the other Member. 6.3 Option Exercised. Within sixty (60) days after receiving the Acquiring Member's notice, the other Member may notify the Acquiring Member of its election to accept a proportionate interest in the acquired interest equal to its Ownership Interest. Promptly upon such notice, the Acquiring Member shall convey or cause its Affiliate to convey to the Members in proportion to their respective Ownership Interests or to the Company (as agreed by the Members), by assignment of the Acquiring Member's (or its Affiliate's) interest in such acquired interest, free and clear of all Encumbrances arising by, through or under the Acquiring Member (or its Affiliate) other than those to which both Members have agreed. Immediately upon such notice, the acquired interest either shall be subject to a Supplemental Business Arrangement, or if conveyed to the Company, shall become a part of the Properties for all purposes of this Agreement and the Operating Agreement. The other Member shall promptly pay to the Acquiring Member its proportionate share of the latter's actual out-of-pocket acquisition costs. 6.4 Option Not Exercised. If the other Member does not give such notice within the sixty (60) day period set forth in Section 6.3 hereof, it shall have no interest in the acquired interests, and the acquired interests shall not be a part of the Assets or be subject to this Agreement or the Operating Agreement. Provided however, if the Acquiring Member does not consummate a proposed acquisition upon substantially the same terms as described in the Notice given under Section 6.2, then the Acquiring Member shall offer the other Member the right to participate in the consummated acquisition under this Article VI as if the offer to participate in the proposed acquisition had not been made. "Substantially," as used in the preceding sentence shall mean an increase or decrease in cash consideration or in the non-cash consideration (considered separately and not in aggregate) of at least 5%. Provided further, if an Acquiring Member makes an acquisition which is required to be offered to the other Member under this Article VI, but fails to do so, the Acquiring Member holds the interest that should have been offered to the other Member in trust for the other Member, subject only to the payment of its proportionate share of the purchase price, without interest. 6.5 Non-Compete Covenants. Neither a Member that resigns pursuant to Section 14.2 of the Operating Agreement, or is deemed to have resigned pursuant to the Operating Agreement, nor any Affiliate, successor, assignee or agent of such a Member, shall directly or indirectly acquire any interest or right in any property any part of which is within the Area of Interest for twenty-four (24) months after the effective date of resignation. If a resigning Member, or the Affiliate of a resigning Member, breaches this Section, such Member shall be obligated to offer to convey to the non-resigning Member, without cost or Encumbrance, any such property or interest so acquired (or ensure its Affiliate offers to convey the property or interest to the non- resigning Member, if the acquiring party is the resigning Member's Affiliate). Such offer shall be made in writing and can be accepted by the non-resigning Member at any time within ten (10) days after the offer is received by such non-resigning Member. Failure of a Member's Affiliate to comply with this Section shall be a breach by such Member of this Agreement. ARTICLE VII DISPUTES 7.1 Governing Law. Except for matters of title to the Properties or their Transfer, which shall be governed by the law of their situs, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Oklahoma, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction. 7.2 Forum Selection. The Members (subject to actual receipt of service of process) consent and submit to the exclusive venue and jurisdiction in any state or federal court in and for the City of Oklahoma City, State of Oklahoma, and the service of process under applicable provisions of the laws of the State of Oklahoma in any action commenced relating to this Agreement or the transactions contemplated hereby. 7.3 Arbitration. (a) In the event of any disagreement between the Members over the construction, application (including whether conditions precedent to arbitration have occurred), breach, termination, validity or interpretation of the Agreement ("Dispute"), the Members agree promptly to seek to resolve such Dispute by negotiations between senior executives of the Members. All negotiations and communications pursuant to this paragraph are confidential and shall be treated as compromise and settlement negotiations for the purposes of the Federal Rules of Evidence and state rules of evidence. If the Dispute has not been resolved within forty-five (45) days after the date one Member requests resolution of a Dispute as provided in this Section 7.3, either Member may initiate arbitration pursuant to this Agreement. "Resolved" means that both Members have agreed to a disposition of the Dispute; a Dispute has not been resolved within the meaning of this subparagraph if one Member denies the existence of a Dispute or refuses to participate in the process described in this Section 7.3. (b) Any Dispute submitted to arbitration pursuant to subparagraph (a) shall be submitted to binding arbitration, before a single arbitrator, in accordance with the following provisions. Arbitration shall be the sole and exclusive remedy of the Members in connection with any Dispute or Disputes hereunder. (i) The arbitrator appointed under this Agreement shall be an executive or former executive of an exploration and production company, and shall have had at least 15 years of experience in the oil and gas business. (ii) The Member desiring to initiate arbitration shall send, via certified mail, written notice of demand of arbitration to the other Member and the names of one or more proposed arbitrators together with a statement of the matter in controversy. (iii) Within thirty (30) days after receipt of such demand, the receiving Member shall either agree to one of the arbitrators proposed by the other Member, or propose one or more arbitrators. If the receiving Member fails or refuses to agree to or propose an arbitrator within such 30-day period or if the Members cannot agree on an arbitrator, within sixty (60) days after receipt of such demand, all Disputes shall be settled by arbitration administered by the AAA in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered the arbitrator may be entered in any court having jurisdiction thereof. (iv) The arbitrator may hire, at the expense of the Members, legal, accounting, geological, engineering or other consultants the arbitrator believes are necessary or useful. (v) Adherence to formal rules of evidence shall not be required. The arbitrator shall consider any evidence and testimony that it determines to be relevant. (vi) The arbitrator shall render their decision within thirty (30) calendar days following the conclusion of the hearing. The arbitrator shall have the authority to determine the scope of the arbitrator's authority, the Dispute, including any other Disputes arising in the course of the arbitration, and the damages, if any, to which any Member may be entitled. (vii) Any decision by the arbitrator shall be final, binding and non-appealable. Any such decision may be filed in any court of competent jurisdiction and may be enforced by any Member as a final judgment in such court. There shall be no grounds for appeal of any arbitration award hereunder. (viii) The arbitration proceedings shall be conducted in Oklahoma City, Oklahoma. (ix) Limited civil discovery shall be permitted for the production of documents and taking of depositions. (x) All civil discovery shall be governed by the Oklahoma Rules of Civil Procedure. All issues regarding information with discovery requests shall be decided by the arbitrator. (xi) The arbitrator has no authority to award punitive damages or any other damages not measured by the prevailing Member's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this agreement. (xii) The award of the arbitrator may, but is not required to be, accompanied by a reasoned opinion. (xiii) Neither Member nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Members. (xiv) The arbitrator may award to the prevailing Member, if any, as determined by the arbitrator, all or some portion of its costs and fees. "Costs and fees" means all reasonable pre-award expenses of the arbitration, including the arbitrator's fees, administrative fees, travel expenses, out- of-pocket expenses such as copying, telephone, court costs, witness fees, and attorneys' fees. Notwithstanding the foregoing, each Member shall pay, within 15 days of being billed by the arbitrator, one-half of the total amounts billed by the arbitrator to both Members for arbitration fees, services and expenses incurred by the arbitrator; it is expected that the arbitrator will bill on a monthly basis, but actual billing shall be as determined by the arbitrator. ARTICLE VIII GENERAL PROVISIONS 8.1 Notices. All notices, payments and other required or permitted communications ("Notices") to either Member shall be in writing, and shall be addressed respectively as follows: If to Patrick: Patrick Energy Corp. 6120 S. Yale, Suite 810 Tulsa, Oklahoma 74136 Attention: Mark A. Patrick Telephone: (918) 477-7755 Facsimile: (918) 491-6680 With a Copy to: Chester, Willcox, and Saxbe, LLP 17 South High Street, Suite 900 Columbus, Ohio 43215 Attention: J. Richard Emens Telephone: (614) 221-4000 Facsimile: (614) 221-4012 If to KLT Gas: Mr. David B. Jensen Vice President, Operations KLT Gas Inc. 1201 Walnut Kansas City, Missouri 61406 dbj6606@kcpl.com Telephone: (816) 556-2887 Facsimile: (816) 556-2337 With a Copy to: H. Martin Gibson Winstead Sechrest & Minick, P.C. 5400 Renaissance Tower 1201 Elm Street Dallas, Texas 75270-2199 mgibson@winstead.com Telephone: (214) 745-5149 Facsimile: (214) 745-5390 All Notices shall be given (a) by personal delivery to the Member; (b) by electronic communication, capable of producing a printed transmission, such as facsimile or electronic mail, and followed by mail with a copy of the date and time verification; (c) by registered or certified mail return receipt requested; or (d) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such communication. Either Member may change its address by Notice to the other Member. 8.2 Gender. The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive. 8.3 Currency. All references to "dollars" or "$" herein shall mean lawful currency of the United States of America. 8.4 Headings. The subject headings of the Sections and Subsections of this Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. 8.5 Waiver. The failure of either Member to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Member's right thereafter to enforce any provision or exercise any right. 8.6 Modification. No modification of this Agreement shall be valid unless made in writing and duly executed by both Members. 8.7 Force Majeure. Except for the obligation to make payments when due hereunder, the obligations of a Member shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Member to grant); acts of God; Laws, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws; action or inaction by any federal, state or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct Operations beyond the reasonable expectations of the Member seeking the approval or authorization; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of oil or gas (including gathering and pipelines), and of materials, parts, supplies, services or equipment or by contractors' or subcontractors' shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing, but not including low prices. The affected Member shall promptly give notice to the other Member of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Member shall resume performance as soon as reasonably possible. During the period of suspension the obligations of both Members to advance funds pursuant to Article II hereof shall be reduced to levels consistent with then current Operations. 8.8 Rule Against Perpetuities. The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in an Ownership Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Members hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules. 8.9 Further Assurances. Each of the Members shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing. 8.10 Entire Agreement; Successors and Assigns. This Agreement and the Operating Agreement, with the Exhibits thereto, between Patrick and KLT Gas, dated January 14, 2000, contain the entire understanding of the Members and supersedes all prior agreements and understandings between the Members relating to the subject matter hereof; provided that nothing in this Section 8.10 modifies or affects the Operating Agreement and the Members' obligations thereunder. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Members. 8.11 Counterparts. This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Members be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. Patrick Energy Corp. By: /s/Mark Patrick Name: Mark Patrick Title: Vice President KLT Gas Inc. By: /s/David M. McCoy Name: David M. McCoy Title: President

OPERATING AGREEMENT OF PATRICK KLT GAS, LLC OPERATING AGREEMENT OF PATRICK KLT GAS, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CROSS-REFERENCES 1 1.1 Definitions 1 1.2 Cross References 1 ARTICLE II NAME, PURPOSES AND TERM 2 2.1 Formation 2 2.2 Name 2 2.3 Purposes 2 2.4 Limitation 2 2.5 Term 2 2.6 Registered Agent; Offices 3 ARTICLE III CONTRIBUTIONS BY MEMBERS 3 3.1 Members' Initial Contributions 3 3.2 Record Title 3 ARTICLE IV INTERESTS OF MEMBERS 3 4.1 Initial Ownership Interests 3 4.2 Changes in Ownership Interests 4 4.3 Admission of New Members 4 4.4 Documentation of Adjustments to Ownership Interests 4 4.5 Exceptions to Adjustments to Ownership Interests 4 ARTICLE V RELATIONSHIP OF THE MEMBERS 4 5.1 Limitation on Authority of Members 4 5.2 Federal Tax Elections and Allocations 5 5.3 State Income Tax 5 5.4 Tax Returns 5 5.5 Other Business Opportunities 5 5.6 Waiver of Rights to Partition or Other Division of Assets 5 5.7 Bankruptcy of a Member 5 5.8 Implied Covenants 5 5.9 No Certificate 5 5.10 Disposition of Production 5 5.11 Limitation of Liability 6 5.12 Indemnities 6 5.13 No Third Party Beneficiary Rights 6 ARTICLE VI REPRESENTATIONS AND WARRANTIES 6 ARTICLE VII TRANSFER OF INTEREST; PREEMPTIVE RIGHT 7 7.1 General 7 7.2 Limitations on Free Transferability 7 7.3 Preemptive Right 9 7.4 Exceptions to Preemptive Right 10 ARTICLE VIII MANAGEMENT COMMITTEE 11 8.1 Organization and Composition 11 8.2 Decisions 11 8.3 Meetings 12 8.4 Action Without Meeting in Person 13 8.5 Matters Requiring Approval 13 ARTICLE IX MANAGER 13 9.1 Appointment 13 9.2 Powers and Duties of Manager 13 9.3 Standard of Care 16 9.4 Resignation; Deemed Offer to Resign 16 9.5 Payments To Manager 17 9.6 Transactions With Affiliates 17 9.7 Activities During Deadlock 17 9.8 Appointment After Two Years 18 ARTICLE X PROGRAMS AND BUDGETS 18 10.1 Initial Program and Budget 18 10.2 Operations Pursuant to Programs and Budgets 18 10.3 Presentation of Programs and Budgets 18 10.4 Review and Adoption of Proposed Programs and Budgets 19 10.5 Operations by Less Than All Members 19 10.6 Budget Overruns; Program Changes 20 10.7 Supplemental Business Arrangement 21 ARTICLE XI ACCOUNTS AND SETTLEMENTS 21 11.1 Monthly Statements 21 11.2 Cash Calls 21 11.3 Failure to Meet Cash Calls 21 11.4 Cover Payment 22 11.5 Remedies 22 11.6 Audits 23 ARTICLE XII PROPERTIES 24 12.1 Royalties, Production Taxes and Other Payments Based on Production 24 12.2 Abandonment and Surrender 24 ARTICLE XIII CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION 25 13.1 Business Information 25 13.2 Member Information 25 13.3 Permitted Disclosure of Confidential Business Information 25 13.4 Disclosure Required By Law 26 13.5 Public Announcements 26 ARTICLE XIV RESIGNATION AND DISSOLUTION 27 14.1 Events of Dissolution 27 14.2 Resignation 27 14.3 Disposition of Assets on Dissolution 27 14.4 Filing of Articles of Dissolution 28 14.5 Right to Data After Dissolution 28 14.6 Continuing Authority 28 ARTICLE XV DISPUTES 28 15.1 Governing Law 28 15.2 Forum Selection 28 15.3 Arbitration 29 ARTICLE XVI GENERAL PROVISIONS 31 16.1 Notices 31 16.2 Gender 32 16.3 Currency 32 16.4 Headings 32 16.5 Waiver 32 16.6 Modification 32 16.7 Force Majeure 32 16.8 Rule Against Perpetuities 33 16.9 Further Assurances 33 16.10 Entire Agreement; Successors and Assigns 33 16.11 Counterparts 34 EXHIBITS EXHIBIT A ASSETS AND AREA OF INTEREST EXHIBIT B ACCOUNTING PROCEDURES EXHIBIT C TAX MATTERS EXHIBIT D DEFINITIONS EXHIBIT E NET PROCEEDS CALCULATION EXHIBIT F INSURANCE SCHEDULE Schedule of Members OPERATING AGREEMENT OF Patrick KLT Gas, LLC An Oklahoma Limited Liability Company This Limited Liability Company Operating Agreement is made as of January 14, 2000 ("Effective Date") between Patrick Energy Corp., a Michigan corporation ("Patrick"), the address of which is 6120 South Yale, Suite 810, Tulsa, Oklahoma 74136 and KLT Gas Inc., a Missouri corporation ("KLT Gas"), the address of which is 1201 Walnut, Kansas City, Missouri 64106. RECITALS A. Patrick owns or controls certain properties in Haskell, Hughes, Latimer, LeFlore, McIntosh, Muskogee, Nowata, Okmulgee, Osage, Pittsburg, Rogers, and Washington Counties, Oklahoma, and Montgomery County, Kansas, which properties are described in Exhibit A and defined in Exhibit D. B. KLT Gas wishes to participate with Patrick in the exploration, development and production of oil and gas resources, more specifically coalbed methane gas within the Properties and the gathering of gas and the acquisition of producing and non- producing oil and gas leases. C. Patrick and KLT Gas wish to form and operate a limited liability company under the Oklahoma Limited Liability Company Act, 18 O.S. 2000 et seq. (the "Act"), to own the Properties and conduct the operations thereon contemplated by Recital B. NOW THEREFORE, in consideration of the covenants and conditions contained herein, Patrick and KLT Gas agree as follows: ARTICLE I DEFINITIONS AND CROSS-REFERENCES 1.1 Definitions. The terms defined in Exhibit D and elsewhere herein shall have the defined meaning wherever used in this Agreement, including in Exhibits. 1.2 Cross References. References to "Exhibits," "Articles," "Sections" and "Subsections" refer to Exhibits, Articles, Sections and Subsections of this Agreement. References to "Paragraphs" and "Subparagraphs" refer to paragraphs and subparagraphs of the referenced Exhibits. ARTICLE II NAME, PURPOSES AND TERM 2.1 Formation. The Company has been duly organized pursuant to the Act and the provisions of this Agreement as an Oklahoma limited liability company by the filing of its Articles of Organization (as defined in the Act) in the Office of the Secretary of the State of Oklahoma effective as of January 13, 2000. 2.2 Name. The name of the Company is "Patrick KLT Gas, LLC" and such other name or names complying with the Act, as the Manager shall determine. The Manager shall accomplish any filings or registrations required by jurisdictions in which the Company conducts its Business. 2.3 Purposes. The Company is formed for the following purposes and for no others, and shall serve as the exclusive means by which each of the Members accomplishes such purposes: (a) to conduct Exploration and Development for oil and gas within the Area of Interest, (b) to acquire, own and dispose of producing and non- producing oil and gas leases within the Area of Interest and related gas gathering systems, (c) to drill wells for oil and gas, and to test, to complete, and to recomplete such wells, (d) to produce oil and gas and engage in all related Operations on the Properties, (e) to engage in marketing Products, (f) to operate the Gas Gathering Systems (set forth in Exhibit A) owned by Patrick KLT Gas or its affiliates, to construct gas gathering lines, to transport the Products to market, and (g) to perform any and all other activities necessary, appropriate, or incidental to any of the foregoing. 2.4 Limitation. Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge such purposes. 2.5 Term. The term of the Company shall begin on the Effective Date and shall continue for five (5) years from the Effective Date and for so long thereafter as Products are produced from the Properties on a continuous basis, and thereafter until all materials, supplies, equipment and infrastructure have been salvaged and disposed of, unless the Company is earlier terminated as herein provided. For purposes hereof, Products shall be deemed to be produced from the Properties on a "continuous basis" so long as production in commercial quantities is not halted for more than ninety (90) consecutive days. 2.6 Registered Agent; Offices. The name of the Company's registered agent in the State of Oklahoma is Patrick or such other person as the Manager may select in compliance with the Act from time to time. The registered office of the Company in the State of Oklahoma shall be located at 6120 South Yale, Suite 810, Tulsa, Oklahoma 74136 or at any other place within the State of Oklahoma which the Manager shall select. The principal office of the Company shall be at any other location which the Manager shall select. ARTICLE III CONTRIBUTIONS BY MEMBERS 3.1 Members' Initial Contributions. (a) Patrick, as its Initial Contribution, hereby contributes the Assets described in Exhibit A to the capital of the Company; the amount of Eighteen Million Eight Hundred and Fifty Thousand Dollars ($18,850,000) shall be credited to Patrick's Capital Account on the Effective Date with respect to Patrick's Initial Contribution. (b) KLT Gas, as its Initial Contribution, hereby contributes Sixteen Million Dollars ($16,000,000) to the capital of the Company, which shall be deposited in an interest-bearing account; this amount shall be credited to KLT Gas' Capital Account. If such Initial Contribution is not made on January 14, 2000 this Agreement and the Members' Agreement shall be null and void. If any Contract, described in Exhibit A, fails to close by March 15, 2000, then KLT Gas will be refunded the portion of its initial capital Contribution, with actual interest at Comerica Bank, earmarked by the Company for that closing, and each Member's Capital Account, this Agreement and the Exhibits hereto, and the Members' Agreement shall be adjusted and/or amended accordingly. 3.2 Record Title. Title to the Assets shall be held by the Company. ARTICLE IV INTERESTS OF MEMBERS 4.1 Initial Ownership Interests. The Members shall have the following initial Ownership Interests: Patrick - 50% KLT Gas - 50% 4.2 Changes in Ownership Interests. The Ownership Interests shall be eliminated or changed as follows: (a) Upon resignation or deemed resignation as provided in Article XIV; (b) In the event of default by either Member in making its agreed-upon contribution to an adopted Program and Budget, followed by an election by the other Member to invoke any of the remedies in Section 11.5; (c) Upon Transfer by either Member of part or all of its Ownership Interest in accordance with Article VII; or (d) Upon acquisition by either Member of part or all of the Ownership Interest of the other Member, however arising. 4.3 Admission of New Members. Except in the event of a transfer permitted pursuant to Article VII, a new member may be admitted only with the unanimous written approval of the Members. 4.4 Documentation of Adjustments to Ownership Interests. Each Member's Ownership Interest and related Capital Account balance shall be shown in the accounting records of the Company, and any adjustments thereto, shall be made monthly. The Schedule of Members attached hereto shall be amended from time to time to reflect such changes. 4.5 Exceptions to Adjustments to Ownership Interests. Notwithstanding the separate allocations provided for in Section 10.5 in the case of a Non-Consent Property, no adjustment to Ownership Interests shall be made in the case of a Non-Consent Property as provided for in Section 10.5 but the separate allocations provided for in that Section shall be made for all other purposes. ARTICLE V RELATIONSHIP OF THE MEMBERS 5.1 Limitation on Authority of Members. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. This Section 5.1 supersedes any authority granted to the Members pursuant to the Act. Any Member that takes any action or binds the Company in violation of this Section 5.1 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense. 5.2 Federal Tax Elections and Allocations. The Company shall be treated as a partnership for federal income tax purposes, and no Member shall take any action to alter such treatment. 5.3 State Income Tax. To the extent permissible under applicable law, the relationship of the Members shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes. 5.4 Tax Returns. After approval of the Management Committee, any tax returns or other required tax forms shall be filed in accordance with Exhibit C. 5.5 Other Business Opportunities. Each Member shall have the right to engage in and receive full benefits from any independent business activities or operations, whether or not competitive with the Company, without consulting with, or obligation to, the other Member or the Company. The doctrines of "corporate opportunity" or "business opportunity" shall not be applied to the Business nor to any other activity or operation of any Member. No Member shall have any obligation to the Company or any other Member with respect to any opportunity to acquire any property outside the Area of Interest at any time, or within the Area of Interest after the termination of the Company. 5.6 Waiver of Rights to Partition or Other Division of Assets. Except as otherwise provided in Subsection 7.2(g)(iii), the Members hereby waive and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by Law. 5.7 Bankruptcy of a Member. A Member shall cease to have any power as a Member or Manager or any voting rights or rights of approval hereunder upon bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of such Member, and its successor upon the occurrence of any such event shall have only the rights, powers and privileges of a transferee enumerated in Section 7.2, and shall be liable for all obligations of the Member under this Agreement. In no event, however, shall a personal representative or successor become a substitute Member unless the requirements of Section 7.2 are satisfied. 5.8 Implied Covenants. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing. 5.9 No Certificate. The Company shall not issue certificates representing Ownership Interests in the Company. 5.10 Disposition of Production. Neither Member shall have any obligation to account to the other Member for, nor have any interest or right of participation in any profits or proceeds nor have any obligation to share in any losses from, futures contracts, forward sales, trading in puts, calls, options or any similar hedging, price protection or marketing mechanism employed by a Member with respect to its proportionate share of any Products produced or to be produced from the Properties. Notwithstanding the foregoing, neither Member shall have the right to take Production in-kind. 5.11 Limitation of Liability. The Members shall not be required to make any contribution to the capital of the Company except as otherwise provided in this Agreement, nor shall the Members in their capacity as Members or Manager be bound by, or liable for, any debt, liability or obligation of the Company whether arising in contract, tort, or otherwise, except as expressly provided by this Agreement. The Members shall be under no obligation to restore a deficit Capital Account upon the dissolution of the Company or the liquidation of any of their Ownership Interests. 5.12 Indemnities. The Company may, and shall have the power to, indemnify and hold harmless any Member or Manager or other person from and against any and all claims and demands whatsoever arising from or related to the Business, the Company or a Member's membership in the Company. 5.13 No Third Party Beneficiary Rights. This Agreement shall be construed to benefit the Members and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other party or in any governmental organization or agency. ARTICLE VI REPRESENTATIONS AND WARRANTIES As of the Effective Date, each Member warrants and represents to the other that: (a) it is a corporation duly organized and in good standing in its state of incorporation and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement; (b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, and other actions and consents required to authorize it to enter into and perform this Agreement have been properly taken or obtained; (c) it will not breach any other agreement or arrangement by entering into or performing this Agreement; (d) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the permitting or implementation of Operations under this Agreement; and (e) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms. ARTICLE VII TRANSFER OF INTEREST; PREEMPTIVE RIGHT 7.1 General. A Member shall have the right to Transfer to a third party its Ownership Interest, or any beneficial interest therein, solely as provided in this Article VII. 7.2 Limitations on Free Transferability. A Member may freely transfer its Ownership Interest, or any beneficial interest therein to an Affiliate or a Related Party or by Encumbrance to a lender to secure a loan or other indebtedness of such Member. Any Transfer by either Member under Section 7.1 shall be subject to the following limitations: (a) Except for an Encumbrance in favor of a lender as provided for in Subsection 7.2(g)(iii), neither Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest; (b) No transferee of all or any part of a Member's Ownership Interest shall have the rights of a Member unless and until the transferring Member has provided to the other Member notice of the Transfer, and, except as provided in Subsections 7.2(f) and 7.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Member and the remaining Member has consented to such Transfer; (c) Neither Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization; (d) No Transfer permitted by this Article shall relieve the transferring Member of any liability of such transferring Member under this Agreement, whether accruing before or after such Transfer unless the remaining Member has consented to such Transfer or the transferee has a Net Worth and creditworthiness at least equal to the greater of (i) the transferring Member's Net Worth and creditworthiness on the Effective Date of this Agreement or (ii) the transferring Member's Net Worth and creditworthiness on the date of such Transfer; (e) Any Member that makes a Transfer that shall cause termination of the tax partnership established by Section 5.2 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member and by acceleration of the payment of taxes into earlier time periods; (f) In the event of a Transfer of less than all of an Ownership Interest, the transferring Member and its transferee shall act and be treated as one Member under this Agreement; provided however, that in order for such Transfer to be effective, the transferring Member and its transferee must first: (i) agree, as between themselves, that one of them is authorized to act as the sole agent ("Agent") on their behalf with respect to all matters pertaining to this Agreement and the Company; and (ii) notify the other Member of the designation of the Agent, and in such notice warrant and represent to the other Member that: (A) the Agent has the sole authority to act on behalf of, and to bind, the transferring Member and its transferee with respect to all matters pertaining to this Agreement and the Company; (B) the other Member may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Member and its transferee; and (C) all decisions of, notices and other communications from, and failures to respond by, the other Member to the Agent shall be deemed to have been given (or not given) to the transferring Member and its transferee. The transferring Member and its transferee may change the Agent (but such replacement must be one of them) by giving notice to the other Member, which notice must conform to Subsection 7.2(f)(ii); and (g) If the Transfer is the grant of an Encumbrance on an Ownership Interest or beneficial interest in the Property of the Company to secure a loan or other indebtedness of either Member in a bona fide transaction, at the request of the Member granting the Encumbrance, the Manager shall execute documentation on behalf of the Company granting a lien and security interest in the Properties of the Company equal to the beneficial Ownership Interest of the Member; provided, however, that such documentation shall be non-recourse to the Company and shall not encumber the beneficial interest or Ownership Interest of the other Members. Any Encumbrance of a Member's Ownership Interest in the Company shall be subject to the condition that the holder of such Encumbrance ("Chargee") first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that: (i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Member's Ownership Interest and that such Encumbrance shall be subject to the provisions of this Agreement; (ii) the Chargee's remedies under the Encumbrance of a Member's Ownership Interest in the Company shall be limited to the sale of the whole (but only of the whole) of the encumbering Member's Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least twenty (20) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement. Failure of a sale to the other Member to close within sixty (60) days after Chargee notifies the Members of the sale of a Member's Ownership Interest, unless such failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member's Ownership Interest at a public sale; (iii) the Chargee's remedies under an Encumbrance covering an undivided interest in the Properties of the Company equal to the Ownership Interest of the encumbering Member shall be limited to the sale of the whole of such interest to the other Member, or, failing such a sale, in accordance with the terms and provisions of the documentation creating a lien and security interest against such Properties; provided, however, that should an ownership interest in the properties be conveyed to a third party pursuant to such a sale, the properties shall be subject to the terms and provisions of a joint operating agreement naming the Company as operator, containing non-consent provisions the same as contained in Subsections 10.5(a) and (b) hereof, providing the Manager with authority to cast the deciding vote with respect to any proposal which is favored and opposed by owners of 50% of the interest in the Property, and containing accounting procedures in substantially the form of Exhibit B attached hereto, as modified to reflect differing direct ownership interests in the Property, but in all events to permit the Company, as operator, to charge the joint account for any costs and expenses which the Manager may charge the Business Account under Exhibit B attached hereto; (iv) any Encumbrance shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member's Ownership Interest; and (v) notwithstanding the foregoing, KLT Gas understands and agrees that Patrick will borrow Three Million Dollars ($3,000,000) against its Ownership Interest for reimbursing costs advanced to Patrick by a Related Party. 7.3 Preemptive Right. Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided herein. Failure of a Member's Affiliate to comply with this Section shall be a breach by such Member of this Agreement. If either Member intends to Transfer all or any part of its Ownership Interest, or an Affiliate of either Member intends to Transfer Control of such Member ("Transferring Entity"), such Member shall promptly notify the other Member of such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). If the consideration for the intended transfer includes other interests or properties other than the Ownership Interest or the Transfer of Control of a Member, then the notice shall separately allocate the consideration applicable to the Ownership Interest and/or the Transfer of Control of a Member. The other Member shall have ten (10) days from the date such notice is delivered to notify the Transferring Entity (and the Member if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the acquisition by the other Member shall be consummated promptly after notice of such election is delivered. (a) If the other Member fails to so elect within the period provided for above, the Transferring Entity shall have thirty (30) days following the expiration of such period to consummate the Transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those offered by the Transferring Entity to the other Member in the aforementioned notice. (b) If the Transferring Entity fails to consummate the Transfer to a third party within the period set forth above, the preemptive right of the other Member in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Paragraph. 7.4 Exceptions to Preemptive Right. Section 7.3 above shall not apply to the following: (a) Transfer by either Member of all or any part of its Ownership Interest to an Affiliate or Related Party (a "Permitted Transfer"); (b) Incorporation of either Member, or corporate consolidation or reorganization of either Member by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member; (c) Corporate merger or amalgamation involving either Member by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member; provided, however, that the value of the merging or amalgamating Member's interest in the Company, evidenced by its Capital Account balance (as described in Exhibit C), does not exceed forty percent of the Net Worth of the surviving entity or amalgamated company, provided however, during the first two years of this Agreement Transfers can be made to a holding company regardless of Net Worth; (d) the transfer of Control of either Member by an Affiliate or Related Party to such Member or to another Affiliate or Related Party (a "Permitted Transfer"); (e) subject to Subsection 7.2(g) of the Agreement, the grant by either Member of a security interest in its Ownership Interest by Encumbrance; (f) the creation by any Affiliate or Related Party of either Member of an Encumbrance affecting its Control of such Member (a "Permitted Transfer"); or (g) a transfer by an Affiliate of either Member of Control of such Member to a third party, provided the value of such Member's Capital Account balance does not exceed sixty percent (60%) of the Net Worth of the transferring Affiliate, or does not exceed twenty percent (20%) of the Net Worth of Transferee, provided however, during the first two years of this Agreement Transfers can be made to a holding company regardless of Net Worth; For purposes hereof, the term "Net Worth" shall mean the remainder after total liabilities are deducted from total assets, based on Generally Accepted Accounting Principals consistently applied. In the case of a corporation, Net Worth includes both capital stock and surplus. In the case of a limited liability company, Net Worth includes member contributions. In the case of a partnership or sole proprietorship, Net Worth includes the original investment plus accumulated and re-invested profits. ARTICLE VIII MANAGEMENT COMMITTEE 8.1 Organization and Composition. The Members hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of two (2) member(s) appointed by Patrick and two (2) member(s) appointed by KLT Gas. Each Member may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a Member. Appointments by a Member shall be made or changed by notice to the other Members. Patrick shall designate one of its Members to serve as the chair of the Management Committee. 8.2 Decisions. Each Member, acting through its appointed member(s) in attendance at the meeting, shall vote the entirety of the Member's Ownership Interest. Unless otherwise provided in this Agreement, the vote of the Member with an Ownership Interest over fifty percent (50%) shall determine the decisions of the Management Committee. In the event of a tie the final decision shall rest with the member who is the Manager, as appointed under Article IX. Notwithstanding the foregoing, neither the Manager nor the Management Committee shall undertake any of the following without the approval of both Patrick and KLT Gas, or Members owning at least eighty percent (80%) of the Ownership Interest should Patrick and KLT Gas and/or their respective Affiliates and Related Parties no longer own 100% of the Ownership Interest in the Company: (a) borrowing by the Company; (b) expanding or changing the scope of activities geographically or to a concept outside of coalbed methane gas; (c) a Program and Budget for the drilling of shallow oil wells; (d) approval of the Budget except as provided in Article II of the Members' Agreement, including overhead; and (e) issuance of capital calls, excluding however a cash call of a prior approved Program and Budget. 8.3 Meetings. (a) The Management Committee shall hold regular meetings at least quarterly in Tulsa, Oklahoma, or at other agreed places. The Manager shall give thirty (30) days notice to the Members of such meetings. Additionally, either Member may call a special meeting upon seven (7) days notice to the other Member. In case of an emergency, reasonable notice of a special meeting shall suffice (twenty-four hours shall be deemed reasonable notice). There shall be a quorum if at least one member of the Management Committee representing each Member is present; provided, however, that if a Member fails to attend two consecutive properly called meetings, then a quorum shall exist at the second meeting if the other Member is represented by at least one appointed member, and a vote of such Member shall be considered the vote required for the purposes of the conduct of all business properly noticed even if such vote would otherwise require unanimity. (b) If business cannot be conducted at a regular or special meeting due to the lack of a quorum, either Member may call the next meeting upon ten (10) days notice to the other Member. (c) Each notice of a meeting shall include an itemized agenda prepared by the Manager in the case of a regular meeting or by the Member calling the meeting in the case of a special meeting, but any matters may be considered if either Member adds the matter to the agenda at least three (3) days before the meeting or with the consent of the other Member. The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the other Member within fifteen (15) days after the meeting. Either Member may electronically record the proceedings of a meeting with the consent of the other Member. The other Member shall sign and return or object to the minutes prepared by the Manager within fifteen (15) days after receipt, and failure to do either shall be deemed acceptance of the minutes as prepared by the Manager. The minutes, when signed or deemed accepted by both Members, shall be the official record of the decisions made by the Management Committee. Decisions made at a Management Committee meeting shall be implemented in accordance with adopted Programs and Budgets. If a Member timely objects to minutes proposed by the Manager, the members of the Management Committee shall seek, for a period not to exceed thirty (30) days from receipt by the Manager of notice of the objections, to agree upon minutes acceptable to both Members. If the Management Committee does not reach agreement on the minutes of the meeting within such thirty (30) day period, the minutes of the meeting as prepared by the Manager together with the other Member's proposed changes shall collectively constitute the record of the meeting. If personnel employed in Operations are required to attend a Management Committee meeting, reasonable costs incurred in connection with such attendance shall be charged to the Business Account. All other costs shall be paid by the Members individually. 8.4 Action Without Meeting in Person. In lieu of meetings in person, the Management Committee may conduct meetings by telephone or video conference, so long as minutes of such meetings are prepared in accordance with Subsection 8.3(c). The Management Committee may also take actions in writing signed by all members of the Management Committee. 8.5 Matters Requiring Approval. Except as otherwise delegated to the Manager in Sections 9.2, and 10.1 the Management Committee shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement. ARTICLE IX MANAGER 9.1 Appointment. The Members hereby appoint Patrick as the Manager with overall management responsibility for Operations. Patrick hereby agrees to serve for two years unless it sooner resigns as provided in Section 9.4. 9.2 Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in Article X. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in Paragraph 1.1 of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in the reasonable judgment of the Management Committee. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Member's net income, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Member shall approve in advance any settlement involving payments, commitments or obligations in excess of Twenty Thousand Dollars ($20,000) in cash or value. (h) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of Assets, whether by sale, abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of One Hundred Thousand Dollars ($100,000); (ii) enter into any sales contracts or commitments for Product; (iii) begin a liquidation of the Company; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors, provided such agents, Affiliates or independent contractors have been approved by the Management Committee. (k) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. (l) The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C. (m) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within forty-five (45) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member's member of the Management Committee, access to, and the right to inspect and, at such Member's cost and expense, copy the Existing Data and all geological and geophysical data, maps, drill logs and other drilling data, reports, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter's sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non- managing Member does not unreasonably interfere with Operations. (n) The Manager, after consultation with and approval by the Management Committee, shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. The Manager shall keep the other Member reasonably informed about the Manager's efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (o) If Ownership Interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. (p) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.1. 9.3 Standard of Care. The Manager shall discharge its duties under Section 9.2 and conduct all Operations in a good, workmanlike and efficient manner, in accordance with sound production and other applicable industry standards and practices, and in accordance with Laws and with the terms and provisions of leases, licenses, permits, contracts and other agreements pertaining to the Assets. The Manager shall not be liable to the other Member for any act or omission resulting in damage or loss except to the extent caused by or attributable to the Manager's willful misconduct or gross negligence. The Manager shall not be in default of any of its duties under Section 9.2 if its inability or failure to perform results from the failure of the other Member to perform acts or to contribute amounts required of it by this Agreement. 9.4 Resignation; Deemed Offer to Resign. The Manager may resign upon not less than three (3) months' prior notice to the other Member, in which case the other Member may elect to become the new Manager by notice to the resigning Member within five (5) days after the notice of resignation. If any of the following shall occur, the Manager shall be deemed to have resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to be appointed by the other Member at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. (a) The aggregate Ownership Interest of the Manager and its Affiliates or Related Parties becomes less than twenty- five percent (25%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of sixty (60) days after notice from the other Member demanding performance; (c) The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due and the Manager fails to keep the Assets free from liens or Encumbrances resulting therefrom except for those resulting from a bona fide dispute as to such obligations; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced to by the Manager; (e) The Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or takes corporate or other action in furtherance of any of the foregoing; or (f) Entry is made against the Manager of a judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation. 9.5 Payments To Manager. The Manager shall be compensated for its services and reimbursed for its costs hereunder in accordance with Exhibit B. 9.6 Transactions With Affiliates. If the Manager engages Affiliates to provide services hereunder, it shall do so on terms no less favorable than would be the case in arm's-length transactions with unrelated parties. 9.7 Activities During Deadlock. If the Management Committee for any reason fails to adopt Programs and Budgets subsequent to the initial Production Program and Budget, subject to the contrary direction of the Management Committee and receipt of necessary funds, the Manager shall continue Operations at levels comparable with the last adopted Program and Budget. All of the foregoing shall be subject to the contrary direction of the Management Committee and the receipt of necessary funds. 9.8 Appointment After Two Years. After Patrick has acted as Manager for the initial two years the other Member shall have the right, but not the obligation, to be designated as Manager for the following year upon presentation, sixty days prior to year end of a proposal demonstrating it can perform more economically efficient and prudent Operations. Each year thereafter the non-managing Member has the same right. ARTICLE X PROGRAMS AND BUDGETS 10.1 Initial Program and Budget. The Initial Program and Budget for the first year shall be determined by Patrick and reviewed by KLT Gas and prepared at least, in part, by February 10, 2000. Patrick and KLT Gas agree that the Initial Program and Budget and the Second Program and Budget shall provide for the drilling of not more than 220 wells and expenditures of not more than Ten Million total Dollars, of which Patrick agrees to commit up to Two Million One Hundred and Fifty Thousand Dollars, and the LLC shall pay up to Two Million Eight Hundred and Fifty Thousand Dollars, attributable to Patrick because of its disproportionate initial Contribution, and KLT Gas agrees to commit up to Five Million Dollars, as provided in the Programs and Budgets presented. 10.2 Operations Pursuant to Programs and Budgets. Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired only pursuant to adopted Programs and Budgets. 10.3 Presentation of Programs and Budgets. Except as provided in Section 10.1 proposed Programs and Budgets shall be prepared by the Manager at the direction of the Management Committee for a period of one (1) year (or any other period as approved by the Management Committee), and shall be submitted to the Management Committee for review and consideration; all proposed Programs and Budgets may include Development, Production and Expansion or Modification Operations components, or any combination thereof, and shall be reviewed and adopted upon a vote of the Management Committee in accordance with Sections 8.2 and 10.4. Each Program and Budget adopted by the Management Committee, regardless of length and including the Initial and Second Programs and Budgets, shall undergo a technical review after six (6) months at a meeting of the Management Committee. Each Member, acting through its appointed Management Committee member(s) in attendance at the meeting, may demonstrate that going forward with the current Program and Budget is not technically feasible for that Member. If a Member demonstrates that going forward with such Program and Budget is not technically feasible (the "Withdrawn Member"), then the Withdrawn Member will be deemed to have withdrawn from the Program and Budget, and shall, only be entitled to receive a percent (calculated by dividing (x) the Withdrawn Members contributions to the Program and Budget by (y) the sum of (1) the Withdrawn Member's contributions to the Program and Budget and (2) the remaining Member's contributions to the Program and Budget prior to the Event of Withdrawal) of the interest in the wells completed at the point of withdrawal and associated production and the associated acreage from such Program and Budget. In no event shall the Withdrawn Member be entitled to any interest in wells and production therefrom completed after the withdrawal of the member or such related acreage in the Program. Such Withdrawn Member shall no longer be obligated to contribute cash calls to the Program and Budget. Unless a Member so demonstrates that going forward with the Program and Budget is not technically feasible, then the Program and Budget shall continue with any modifications made by the Management Committee, if any. During the period encompassed by any Program and Budget, and at least three (3) months prior to its expiration, a proposed Program and Budget for the succeeding period shall be prepared by the Manager and submitted to the Management Committee for review and consideration, if the Manager deems it appropriate. 10.4 Review and Adoption of Proposed Programs and Budgets. Within ten (10) days after notice to the Members of the submission of a proposed Program and Budget, each Member shall submit in writing to the Management Committee: (a) Notice that the Member approves the proposed Program and Budget; or (b) Notice that the Member rejects the proposed Program and Budget. If a Member fails to give either of the foregoing responses within the allotted time, the failure shall be deemed to be a vote by the Member for adoption of the Manager's proposed Program and Budget. 10.5 Operations by Less Than All Members. This Section 10.5 and Section 10.4 do not apply to either the Initial Program and Budget or the Second Program and Budget contained in Section 10.1 both of which shall be prepared by Patrick and reviewed by KLT Gas. (a) Determination of Participation. If any Member to whom such notice is delivered as provided in Section 10.4 elects not to participate in the proposed Program and Budget (the "Non- Consenting Member"), then, the Member electing to Participate in the Program and Budget (the "Participating Member") in order to be entitled to the benefits of this Agreement, shall, no later than ninety (90) days after the expiration of the notice period of ten (10) days actually commence the proposed operation and complete it with due diligence. The Manager shall perform all work for the account of the Participating Member; provided, however, if the Manager is a Non-Consenting Member, the Participating Member shall either: (i) request the Manager to perform the work required by such proposed operation for the account of the Participating Member, or (ii) designate the Participating Member as Operator to perform such work. The rights and duties granted to and imposed upon the Operator under this Agreement are granted to and imposed upon the party designated as Operator for an operation in which the original Manager is a Non-Consenting Member. The Participating Member, when conducting operations in the Area of Interest pursuant to this Section 10.5, shall comply with all terms and conditions of this Agreement. If a Member does not approve a Program and Budget the Participating Member, may pay its proportionate part together with the proportionate part of the Non-Consenting Member's interests, and the party serving as Manager or Operator shall commence such operation within ninety days (90), as set forth above. The Participating Member, at its election, may withdraw such proposal at its option and shall notify all Members of such decision within ten (10) days. (b) Relinquishment of Interest for Non-Participation. The entire cost and risk of conducting such operations shall be borne by the Participating Member (or a "Third Party" selected by the Participating Member). The Participating Member shall keep the leasehold estates involved in such operations free and clear of all liens and Encumbrances of every kind created by or arising from the operations of the Participating Member. If such an operation results in a dry hole, then the Participating Member shall plug and abandon the well and restore the surface location at their sole cost, risk and expense. If any well drilled, reworked, sidetracked, deepened, recompleted or plugged back under the provisions of this Section (the "Non-Consent Property") results in a well capable of producing Product in paying quantities, the Participating Member shall complete and equip the well to produce at its sole cost and risk, and the well shall then be turned over to the Manager (if the Manager did not conduct the operation) and shall be operated by it at the expense and solely for the account of the Participating Member and such Third Party, if any. Upon commencement of operations for the drilling, reworking, sidetracking, recompleting, deepening or plugging back of any such well by the Participating Member in accordance with the provisions of this Section 10.5, the Manager shall separately account for the costs, liabilities, revenues and benefits attributable to the Non-Consent Property and shall allocate them to the Participating Member only and, notwithstanding the provisions of Exhibit C, tax characteristics of such items shall be allocated solely to the Participating Member. The Non-Consenting Member shall have no liability for any assessment or billing issued by the Manager for the purpose of paying any expense or liability associated with the Non- Consent Property. 10.6 Budget Overruns; Program Changes. The Manager shall immediately notify the Management Committee of any material departure from an adopted Program and Budget. If the Manager exceeds an adopted Budget by more than ten percent (10%) in the aggregate, then the excess over ten percent (10%), unless authorized or ratified by the Management Committee, shall be for the sole account of the Manager and such excess shall not be included in the calculations of the Ownership Interests nor deemed a contribution under this Agreement. Budget overruns of ten percent (10%) or less in the aggregate shall be borne by the Members in proportion to their respective Ownership Interests. 10.7 Supplemental Business Arrangement. At any time during the term of this Agreement, the Management Committee may determine by unanimous vote of both Members that it is appropriate to segregate the Area of Interest into areas subject to separate Programs and Budgets for purposes of conducting further Exploration, Development or Production. At such time, the Management Committee shall designate which portion of the Properties will comprise an area of interest under a separate business arrangement ("Supplemental Business Arrangement") for the purpose of further exploring and developing such portion of the Properties. The Supplemental Business Arrangement shall substantially reflect the same terms as this Agreement, with rights and interests of the Members in the Supplemental Business Arrangement identical to the rights and interests of the Members in the Company at the time of the designation, unless otherwise agreed to by the Members, and with the Members agreeing to new Capital Accounts and other terms necessary for the Supplemental Business Arrangement to comply with the nature and purpose of the designation. Following the effectuation of the Supplemental Business Arrangement, this Agreement shall terminate insofar as it affects the Properties covered by the Supplemental Business Arrangement. ARTICLE XI ACCOUNTS AND SETTLEMENTS 11.1 Monthly Statements. The Manager shall promptly submit to the Management Committee monthly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month. 11.2 Cash Calls. Pursuant to, and only in accordance with, each adopted Program and Budget, the Manager may submit after the 20th, but not later than the last day of each month a billing for estimated cash requirements for the next two months, but observing, in the preparation of any such billing, any special allocation required by Section 10.5. Within ten (10) days after receipt of each billing, each Member shall advance its proportionate share of such cash requirements. The Manager shall record all funds received in the Business Account. The Manager shall at all times maintain a cash balance approximately equal to the rate of disbursement for up to sixty (60) days. All funds in excess of immediate cash requirements shall be invested by the Manager for the benefit of the Company in interest-bearing cash management accounts and investments selected at the discretion of the Management Committee, which accounts may include, but are not limited to, money market investments and money market funds. 11.3 Failure to Meet Cash Calls. A Member that fails to meet cash calls in the amount and at the times specified in Section 11.2 shall be in default, and the amounts of the defaulted cash call shall bear interest from the date due at an annual rate equal to four (4) percentage points over the Prime Rate, but in no event shall the rate of interest exceed the maximum permitted by Law. In addition to any other rights and remedies available to it by Law, the non-defaulting Member shall have those other rights, remedies, and elections specified in Sections 11.4 and 11.5. 11.4 Cover Payment. If a Member defaults in making a contribution or a cash call required by an adopted Program and Budget, the non-defaulting Member may, but shall not be obligated to, advance some portion or all of the amount in default on behalf of the defaulting Member (a "Cover Payment"). Each and every Cover Payment shall constitute a demand loan bearing interest from the date of the advance at the rate provided in Section 11.3. If more than one Cover Payment is made, the Cover Payments shall be aggregated and the rights and remedies described herein pertaining to an individual Cover Payment shall apply to the aggregated Cover Payments. The failure to repay such loan upon demand shall be a default. 11.5 Remedies. The Members acknowledge that if either Member defaults in making a cash call, or in repaying a loan, as required under Sections 11.2, 11.3 or 11.4, whether or not a Cover Payment is made, it will be difficult to measure the damages resulting from such default (it being hereby understood and agreed that the Members have attempted to determine such damages in advance and determined that the calculation of such damages cannot be ascertained with reasonable certainty). Both Members acknowledge and recognize that the damage to the non- defaulting Member could be significant. In the event of such default, as reasonable liquidated damages, the non-defaulting Member may, with respect to any such default not cured within thirty (30) days after notice to the defaulting Member of such default, elect any of the following remedies by giving notice to the defaulting Member. Such election may be made with respect to each failure to meet a cash call relating to a Program and Budget, regardless of the frequency of such cash calls, provided such cash calls are made in accordance with Section 11.2. (a) The defaulting Member grants to the non-defaulting Member a power of sale as to all or any portion of its Ownership Interest or of its interest in any Assets, upon a default under Sections 11.3 or 11.4. Such power shall be exercised in the manner provided by applicable Law or otherwise in a commercially reasonable manner and upon reasonable notice. If the non- defaulting Member elects to enforce the lien or security interest pursuant to the terms of this Subsection, the defaulting Member shall be deemed to have waived any available right of redemption, any required valuation or appraisal of the secured property prior to sale, any available right to stay execution or to require a marshaling of assets, and any required bond in the event a receiver is appointed, and the defaulting Member shall be liable for any deficiency. (b) If a Member has defaulted in meeting a cash call or repaying a loan, and if the non-defaulting Member has made a Cover Payment, then, the non-defaulting Member shall have the right, if the indebtedness arising from a default or Cover Payment is not discharged within thirty (30) days of the default and upon not less than thirty (30) days advance notice to the defaulting Member, to elect to purchase all the right, title, and interest, whenever acquired or arising, of the defaulting Member in the Company and Assets, including but not limited to its Ownership Interest or interest in Net Proceeds, together with all proceeds from and accessions of the foregoing (collectively the "Defaulting Member's Entire Interest") at a purchase price equal to fifty percent (50%) of the fair market value thereof as determined by a qualified independent appraiser appointed by the non-defaulting Member. If the defaulting Member conveys notice of objection to the person so appointed within ten (10) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the non-defaulting Member and a qualified independent appraiser appointed by the defaulting Member; provided, however, that if the defaulting Member fails to designate a qualified independent appraiser for such purpose within ten (10) days after giving notice of such objection, then the person originally designated by the non-defaulting Member shall serve as the appraiser; provided further, that if the appraisers appointed by each of the Members fail to appoint a third qualified independent appraiser within five (5) days after the appointment of the last of them, then an appraiser shall be appointed by a judge of a court of competent jurisdiction in the state in which the Assets are situated upon the application of either Member. There shall be withheld from the purchase price payable, upon transfer of the Defaulting Member's Entire Interest, the amount of any Cover Payment under Section 11.4 and unpaid interest thereon to the date of such transfer, or any unpaid interest accrued in accordance with Section 11.3 to the date of such transfer. Upon payment of such purchase price, the defaulting Member shall be deemed to have relinquished all of the Defaulting Member's Entire Interest to the non-defaulting Member. 11.6 Audits. (a) Within ninety (90) days after the end of each calendar year a financial audit shall be completed by certified public accountants selected by the Management Committee, and independent of each Member. The audit shall be conducted in accordance with generally accepted auditing standards and shall cover all books and records maintained by the Manager pursuant to this Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such calendar year, including production and inventory records and all costs for which the Manager sought reimbursement under this Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after receipt of the audit report, unless either Member elects to conduct an independent audit pursuant to Subsection 11.6(b) which is ongoing at the end of such three (3) month period, in which case such exceptions and claims may be made within the period provided in Subsection 11.6(b). Failure to make any such exception or claim within such period shall mean the audit is deemed to be correct and binding upon the Members. The cost of all audits under this Subsection shall be charged to the Business Account. (b) Notwithstanding the annual audit conducted by certified public accountants selected by the Management Committee, each Member shall have the right to have an independent audit of all Company books, records and accounts, including all charges to the Business Account. This audit shall review all issues raised by the requesting Member, with all costs borne by the requesting Member. The requesting Member shall give the other Member thirty (30) days prior notice of such audit. Any audit conducted on behalf of either Member shall be made during the Manager's normal business hours and shall not interfere with Operations. Neither Member shall have the right to audit records and accounts of the Company relating to transactions or Operations more than twenty-four (24) months after the calendar year during which such transactions, or transactions related to such Operations, were charged to the Business Account. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after completion and delivery of such audit, or they shall be deemed waived. (c) Within sixty (60) days after the end of calendar year 2000 and every two calendar years thereafter, a COPAS audit shall be completed by COPAS accountants selected by the Management Committee, and independent of each member. The audit shall be conducted using COPAS accounting procedures and shall cover all Operations conducted during the two calendar years ending prior to the completion of the COPAS audit, including revenues and costs, together with all other matters customarily included in such audits. The audit report shall be delivered to the Management Committee. All written exceptions to and claims upon the Manager for audit exceptions disclosed by such audit shall be made not more than three (3) months after receipt of the audit report. Failure to make any such exception or claim with in such period shall mean the audit is deemed to be correct and binding upon the Members. ARTICLE XII PROPERTIES 12.1 Royalties, Production Taxes and Other Payments Based on Production. All required payments of production royalties, taxes based on production of Products, and other payments out of production to private parties and governmental entities, shall be determined and made by the Company in a timely manner and otherwise in accordance with applicable laws and agreements. The Manager shall furnish to the Members evidence of timely payment for all such required payments. In the event the Company fails to make any such required payment, any Member shall have the right to make such payment and shall thereby become subrogated to the rights of such third party; provided, however, that the making of any such payment on behalf of the Company shall not constitute acceptance by the paying Member of any liability to such third party for the underlying obligation. 12.2 Abandonment and Surrender. Either Member may request the Management Committee to authorize the Manager to surrender or abandon part or all of the Properties. At the option of the other Member, the Company shall assign to the objecting Member or such other Person as the objecting Member specifies, by special warranty deed and without cost to the objecting Member, all of the Company's interest in the Properties sought to be abandoned or surrendered, free and clear of all Encumbrances created by, through or under the Company other than those to which both Members have agreed. Upon the assignment, such properties shall cease to be part of the Properties. ARTICLE XIII CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION 13.1 Business Information. All Business Information shall be owned jointly by the Members as their Ownership Interests are determined pursuant to this Agreement. Both before and after the termination of the Company, all Business Information may be used by either Member for any purpose, whether or not competitive with the Business, without consulting with, or obligation to, the other Member. Except as provided in Sections 13.3 and 13.4, or with the prior written consent of the other Member, each Member shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information. 13.2 Member Information. In performing its obligations under this Agreement, neither Member shall be obligated to disclose any Member Information. If a Member elects to disclose Member Information in performing its obligations under this Agreement, such Member Information, together with all improvements, enhancements, refinements and incremental additions to such Member Information that are developed, conceived, originated or obtained by either Member in performing its obligation under this Agreement ("Enhancements"), shall be owned exclusively by the Member that originally developed, conceived, originated or obtained such Member Information. Each Member may use and enjoy the benefits of such Member Information and Enhancements in the conduct of the Business hereunder, but the Member that did not originally develop, conceive, originate or obtain such Member Information may not use such Member Information and Enhancements for any other purpose. Except as provided in Section 13.4, or with the prior written consent of the other Member, which consent may be withheld in such Member's sole discretion, each Member shall keep confidential and not disclose to any third party or the public any portion of Member Information and Enhancements owned by the other Member that constitutes Confidential Information. 13.3 Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member's performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing. 13.4 Disclosure Required By Law. Notwithstanding anything contained in this Article, a Member may disclose any Confidential Information if, in the opinion of the disclosing Member's legal counsel: (a) such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or (b) such disclosure is legally required to be made pursuant to the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Member. Prior to any disclosure of Confidential Information under this Section 13.4, the disclosing Member shall give the other Member at least ten (10) days prior written notice (unless less time is permitted by such rules, regulations or proceeding) and, in making such disclosure, the disclosing Member shall disclose only that portion of Confidential Information required to be disclosed and shall take all reasonable efforts to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Member in intervention in any such proceeding. 13.5 Public Announcements. Prior to making or issuing any press release or other public announcement or disclosure of Business Information that is not Confidential Information, a Member shall first consult with the other Member as to the content and timing of such announcement or disclosure, unless in the good faith judgment of such Member, there is not sufficient time to consult with the other Member before such announcement or disclosure must be made under applicable Laws; but in such event, the disclosing Member shall notify the other Member, as soon as possible, of the pendency of such announcement or disclosure, and it shall notify the other Member before such announcement or disclosure is made if at all reasonably possible. Any press release or other public announcement or disclosure to be issued by either Member relating to this Business shall also identify the other Member unless advised to the contrary. ARTICLE XIV RESIGNATION AND DISSOLUTION 14.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following: (a) Upon expiration of term of this Agreement in accordance with Section 2.5; (b) Upon the unanimous written agreement of the Members; (c) Subsequent to five years from the date hereof, at the election of either Member upon One Hundred Eighty (180) days notice of termination to the other Member, if the Management Committee fails to adopt a Program and Budget for six (6) months after the expiration of the latest adopted Program and Budget; (d) Upon the resignation of a Member pursuant to Section 14.2 or upon the bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of a Member; or (e) as otherwise provided by the Act. 14.2 Resignation. A Member may elect to resign from the Company by giving sixty (60) days prior notice to the other Member of the effective date of resignation, which shall be the end of the then current Program, but such resignation shall not relieve the resigning Member of any liabilities incurred or committed to by the resigning Member. Upon resignation by a Member, the resigning Member shall be deemed to have transferred to the remaining Member all of its Ownership Interest, including all of its interest in the Assets and its Capital Account, without cost and free and clear of all Encumbrances arising by, through or under such resigning Member, except those described in Paragraph 1.1 of Exhibit A and those to which both Members have agreed. The resigning Member shall execute and deliver all instruments as may be necessary in the reasonable judgment of the other Member to effect the transfer of its interests in the Company and the Assets to the other Member. A resigning Member shall have no right to receive the fair value of his Ownership Interest pursuant to the Act. If within a sixty (60) day period both Members elect to withdraw, then the Company shall instead be deemed to have been terminated by the written agreement of the Members pursuant to Section 14.1(b). 14.3 Disposition of Assets on Dissolution. Promptly after dissolution under Section 14.1, the Manager shall take all action necessary to wind up the activities of the Company, in accordance with Exhibit C. All costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account. Provided however, and not withstanding the provisions of Exhibit C, the Manager shall allocate, insofar as possible, all Non-Consent Property to the related Participating Member or Members. 14.4 Filing of Articles of Dissolution. Upon completion of the winding up of the affairs of the Company, the Manager shall promptly file Articles of Dissolution with the Office of the Secretary of State of the State of Oklahoma. If the Manager has caused the dissolution of the Company, whether voluntarily or involuntarily, then a person selected by a majority vote of the Members to wind up the affairs of the Company shall file the Articles of Dissolution. 14.5 Right to Data After Dissolution. After dissolution of the Company pursuant to Subsections 14.1(a), (b), (c) or (e), each Member shall be entitled to make copies of all applicable information acquired hereunder before the effective date of termination not previously furnished to it, but a bankrupt or resigning Member causing a dissolution of the Company pursuant to Subsection 14.1(d) shall not be entitled to any such copies. 14.6 Continuing Authority. On dissolution of the Company under Section 14.1, or the deemed resignation of either Member pursuant to Section 11.5, the Member that was the Manager prior to such dissolution (or the other Member in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of both Members that are reasonably necessary or convenient to: (a) wind up Operations and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or resignation, if the transaction or obligation arises out of Operations prior to such termination or resignation. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and either or both Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability. ARTICLE XV DISPUTES 15.1 Governing Law. Except for matters of title to the Properties or their Transfer, which shall be governed by the law of their situs, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Oklahoma, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction. 15.2 Forum Selection. The Members (subject to actual receipt of service of process) consent and submit to exclusive venue and jurisdiction in any state or federal court in and for the City of Oklahoma City, State of Oklahoma, and the service of process under applicable provisions of the laws of the State of Oklahoma in any action commenced relating to this Agreement or the transactions contemplated hereby. 15.3 Arbitration. (a) In the event of any disagreement between the Members over the construction, application (including whether conditions precedent to arbitration have occurred), breach, termination, validity or interpretation of the Agreement ("Dispute"), the Members agree promptly to seek to resolve such Dispute by negotiations between senior executives of the Members. All negotiations and communications pursuant to this paragraph are confidential and shall be treated as compromise and settlement negotiations for the purposes of the Federal Rules of Evidence and state rules of evidence. If the Dispute has not been resolved within forty-five (45) days after the date one Member requests resolution of a Dispute as provided in this Section 15.3, either Member may initiate arbitration pursuant to this Agreement. "Resolved" means that both Members have agreed to a disposition of the Dispute; a Dispute has not been resolved within the meaning of this subparagraph if one Member denies the existence of a Dispute or refuses to participate in the process described in this Section 15.3. (b) Any Dispute submitted to arbitration pursuant to subparagraph (a) shall be submitted to binding arbitration, before a single arbitrator, in accordance with the following provisions. Arbitration shall be the sole and exclusive remedy of the Members in connection with any Dispute or Disputes hereunder. (i) The arbitrator appointed under this Agreement shall be an executive or former executive of an exploration and production company, and shall have had at least 15 years of experience in the oil and gas business. (ii) The Member desiring to initiate arbitration shall send, via certified mail, written notice of demand of arbitration to the other Member and the names of one or more proposed arbitrators together with a statement of the matter in controversy. (iii) Within thirty (30) days after receipt of such demand, the receiving Member shall either agree to one of the arbitrators proposed by the other Member, or propose one or more arbitrators. If the receiving Member fails or refuses to agree to or propose an arbitrator within such 30-day period or if the Members cannot agree on an arbitrator, within sixty (60) days after receipt of such demand, all Disputes shall be settled by arbitration administered by the AAA in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered the arbitrator may be entered in any court having jurisdiction thereof. (iv) The arbitrator may hire, at the expense of the Members, legal, accounting, geological, engineering or other consultants the arbitrator believes are necessary or useful. (v) Adherence to formal rules of evidence shall not be required. The arbitrator shall consider any evidence and testimony that it determines to be relevant. (vi) The arbitrator shall render their decision within thirty (30) calendar days following the conclusion of the hearing. The arbitrator shall have the authority to determine the scope of the arbitrator's authority, the Dispute, including any other Disputes arising in the course of the arbitration, and the damages, if any, to which any Member may be entitled. (vii) Any decision by the arbitrator shall be final, binding and non-appealable. Any such, decision may be filed in any court of competent jurisdiction and may be enforced by any Member as a final judgment in such court. There shall be no grounds for appeal of any arbitration award hereunder. (viii) The arbitration proceedings shall be conducted in Oklahoma City, Oklahoma. (ix) Limited civil discovery shall be permitted for the production of documents and taking of depositions. (x) All civil discovery shall be governed by the Oklahoma Rules of Civil Procedure. All issues regarding information with discovery requests shall be decided by the arbitrator. (xi) The arbitrator has no authority to award punitive damages or any other damages not measured by the prevailing Member's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this agreement. (xii) The award of the arbitrator may, but is not required to be, accompanied by a reasoned opinion. (xiii) Neither Member nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Members. (xiv) The arbitrator may award to the prevailing Member, if any, as determined by the arbitrator, all or some portion of its costs and fees. "Costs and fees" means all reasonable pre-award expenses of the arbitration, including the arbitrator's fees, administrative fees, travel expenses, out- of-pocket expenses such as copying, telephone, court costs, witness fees, and attorneys' fees. Notwithstanding the foregoing, each Member shall pay, within 15 days of being billed by the arbitrator, one-half of the total amounts billed by the arbitrator to both Members for arbitration fees, services and expenses incurred by the arbitrator; it is expected that the arbitrator will bill on a monthly basis, but actual billing shall be as determined by the arbitrator. ARTICLE XVI GENERAL PROVISIONS 16.1 Notices. All notices, payments and other required or permitted communications ("Notices") to either Member shall be in writing, and shall be addressed respectively as follows: If to Patrick: Patrick Energy Corp. 6120 S. Yale, Suite 810 Tulsa, Oklahoma 74136 Attention: Mark A. Patrick Telephone: (918) 477-7755 Facsimile: (918) 491-6680 With a Copy to: Chester, Willcox, and Saxbe, LLP 17 South High Street, Suite 900 Columbus, Ohio 43215 Attention: J. Richard Emens Telephone: (614) 221-4000 Facsimile: (614) 221-4012 If to KLT Gas: Mr. David B. Jensen, Vice President, Operations KLT Gas Inc. 1201 Walnut Kansas City, Missouri 61406 dbj6606@kcpl.com Telephone: (816) 556-2887 Facsimile: (816) 556-2337 With a Copy to: H. Martin Gibson Winstead Sechrest & Minick, P.C. 5400 Renaissance Tower 1201 Elm Street Dallas, Texas 75270-2199 mgibson@winstead.com Telephone: (214) 745-5149 Facsimile: (214) 745-5390 All Notices shall be given (a) by personal delivery to the Member, (b) by electronic communication, capable of producing a printed transmission, such as Facsimile or Electronic mail, and followed by mail with a copy of the date and time verification; but excluding electronic mail, (c) by registered or certified mail return receipt requested, or (d) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such communication. Either Member may change its address by Notice to the other Member. 16.2 Gender. The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive. 16.3 Currency. All references to "dollars" or "$" herein shall mean lawful currency of the United States of America. 16.4 Headings. The subject headings of the Sections and Subsections of this Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. 16.5 Waiver. The failure of either Member to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Member's right thereafter to enforce any provision or exercise any right. 16.6 Modification. No modification of this Agreement shall be valid unless made in writing and duly executed by both Members. 16.7 Force Majeure. Except for the obligation to make payments when due hereunder, the obligations of a Member shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Member to grant); acts of God; Laws, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws; action or inaction by any federal, state or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct Operations beyond the reasonable expectations of the Member seeking the approval or authorization; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of oil or gas (including gathering and pipelines), and of materials, parts, supplies, services or equipment or by contractors' or subcontractors' shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing, but not including low prices. The affected Member shall promptly give notice to the other Member of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Member shall resume performance as soon as reasonably possible. During the period of suspension the obligations of both Members to advance funds pursuant to Section 11.2 shall be reduced to levels consistent with then current Operations. 16.8 Rule Against Perpetuities. The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in an Ownership Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Members hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules. 16.9 Further Assurances. Each of the Members shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing. 16.10 Entire Agreement; Successors and Assigns. This Agreement and the Members' Agreement between Patrick and KLT Gas, dated January 14, 2000, contain the entire understanding of the Members and supersedes all prior agreements and understandings between the Members relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Members. 16.11 Counterparts. This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Members be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Patrick Energy Corp. By: /s/Mark Patrick Name: Mark Patrick Title: Vice President KLT Gas Inc. By: /s/David M. McCoy Name: David M. McCoy Title: President

                                                     Exhibit B-111

                    Amended Articles Accepting
                       Close Corporation Law
          (Submit in duplicate with filing fee of $25.00)

The corporation's Articles of Incorporation are hereby amended and
restated by two-thirds of all outstanding shareholders on May 16.
2000 to become a statutory close corporation:

                            Article One

     The name of the corporation is KLT Telecom Inc. and it is a
statutory close corporation.

                            Article Two

     The name and address of its initial registered agent in this
state is:

     Corporation Service Company
     dba CSC-Lawyers Incorporating Service Company
     221 Bolivar Street
     Jefferson City, MO 65101

                           Article Three

     (A)  The aggregate number, class and par value, if any, of shares
          which the corporation shall have authority to issue are as
          follows:

          70,000 shares of common stock, all of which are without
          par value.

     (B)  The preferences, qualifications, limitations, restrictions,
          and the special or relative rights, including convertible rights,
          if any, in respect to the shares of each class are as follows:

          There shall be no preferences, qualifications,
          limitations, restrictions or special or relative rights,
          including convertible rights, in respect of the shares
          herein authorized.

                           Article Four

     (A)  The transfer of shares by a living shareholder are as
          follows:

          1.   by section 351.770; or
          2.   Stated as follows (state conditions for transfer):

          There are no conditions or restrictions on transfer.

     (B)  The transfer of shares of a deceased shareholder are as
          follows:

          1.   Governed by sections 351.780, 785 & 790 and
               modified as follows (state modifying conditions if
               any):

          or

          2.   Governed by the following conditions:

          There are no conditions or restrictions on transfer.

                           Article Five
                           (Choose one)

(X)  The corporation does not have a board of directors; or

( )  The number of directors to constitute the first board of
     directors is ___. Thereafter the number of directors shall be
     fixed by, or the manner provided in the bylaws. Any changes
     in the number will be reported to the Secretary of State
     within thirty calendar days of such change; or

( )  The number of directors to constitute the board of directors
     is ___.  (The number of directors to constitute the board of
     directors must be stated herein if there are to be Less than
     three directors. The person to constitute the first board of
     directors may, but not need, be named.)

                            Article Six

	The duration of the corporation is Perpetual

                           Article Seven

     The corporation is formed for the following purposes:

     The corporation is organized to engage in any lawful purpose.

                           Article Eight

     This close corporation shall be dissolved in the following
manner (complete both A & B):

     (A)  The following shareholder or shareholders have authority to
          dissolve the corporation (indicate alt if all have authority and
          the percentage of votes required to vote on the dissolution,
          otherwise list name of individual shareholders with authority to
          dissolve):

          All shareholders have authority to vote on a proposal of
          dissolution. Such proposal must be approved by at least
          2/3 of the votes entitled to be cast on the proposal.

     (B)  The above shareholder or shareholders may dissolve the
	  corporation as follows:

          1.   At will (check here (x)) or
          2.   Upon the occurrence or the following specified event(s)
               or contingency(ies):

                           Article Nine

     The following statement shall appear conspicuously on each
share certificate:

     The rights of shareholders in a statutory close corporation
     may differ materially from the rights of shareholders in
     other corporations. Copies of the articles of incorporation
     and bylaws, shareholders' agreements, and other documents,
     any of which may restrict transfers and affect voting and
     other rights, may be obtained by a shareholder on written
     request to the corporation. (351.760, RSMo)

                            Article Ten
               (Any additional optional statements)

The effective date of this document is the date it is filed by the
Secretary of State of Missouri, unless you indicate a future date,
as follows:
_________________________________________________

 (Date may not be more than 90 days after the filing date in this
                              office)

In affirmation thereof, the facts stated above are true.

/s/R. G. Wasson        James P. Gilligan       May 16. 2000
Signature of           Printed or Typed        Date of
Officer or             Name of                 Signature
Chairman of the        Incorporators
Board

Exhibit B-112

	KLT TELECOM INC.



	AMENDED AND RESTATED
	BYLAWS



	JULY 3, 2000




KLT TELECOM INC.

AMENDED AND RESTATED
	BYLAWS



	ARTICLE I

	OFFICES

Section 1.	The registered office of the
Corporation in the State of Missouri shall be at
Corporation Service Company d/b/a CSC-Lawyers
Incorporating Service Company, 221 Bolivar Street
Jefferson City MO 65101.

Section 2.	The Corporation also may have
offices at such other places either within or without
the State of Missouri as the Board of Directors may
from time to time determine or the business of the
Corporation may require.


ARTICLE II

SHAREHOLDERS

Section 1.	All meetings of shareholders shall
be held at such place within or without the State of
Missouri as may be selected by the Board of Directors,
but if the Board of Directors shall fail to designate a
place for said meeting to be held, then the same shall
be held at the registered office of the Corporation.

Section 2.	An annual meeting of the
shareholders shall be held on the second Tuesday of
April in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of
the Corporation and transacting such other business as
may properly be brought before the meeting.

Section 3.	Special meetings of the
shareholders may be called by the President or by the
holders of not less than one-fifth of all outstanding
shares entitled to vote at such meeting.

Section 4.	Written or printed notice of each
meeting of the shareholders, annual or special, shall
be given in the manner provided in the corporation laws
of the State of Missouri.  In case of a call for any
special meeting, the notice shall state the time, place
and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail
shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid
addressed to the shareholder at his address as it
appears on the records of the Corporation.

Section 5.	Meetings of the shareholders may be
held without notice at any time and place, either
within or without the State of Missouri, if all
shareholders entitled to vote at any such meeting shall
have waived notice thereof or shall be present in
person or represented by proxy, and any action required
to be taken by shareholders may be taken at any such
meeting.

Section 6.	At least ten days before each
meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the
officer having charge of the transfer book for shares
of the Corporation.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate
thereof kept in the State of Missouri, shall be prima
facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book
or to vote at any meeting of shareholders.

Failure to comply with the requirements of this
Section shall not affect the validity of any action
taken at any such meeting.

Section 7.	Each outstanding share entitled to
vote under the provisions of the Certificate of
Incorporation of the Corporation shall be entitled to
one vote on each matter submitted at a meeting of the
shareholders.  A shareholder may vote either in person
or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 8.	At any meeting of shareholders, a
majority of the outstanding shares entitled to vote
represented in person or by proxy shall constitute a
quorum for the transaction of business, except as
otherwise provided by statute or by the Certificate of
Incorporation or by these Bylaws.  The holders of a
majority of the shares represented in person or by
proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to
adjourn the meeting to the same or a different location
and to a specified date not longer than ninety days
after any such adjournment, whether or not a quorum be
present.  The time and place to which any such
adjournment is taken shall be publicly announced at the
meeting, and no notice need be given of any such
adjournment to shareholders not present at the meeting.
 At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might
have been transacted at the meeting as originally
called.

Section 9.	Shares standing in the name of
another corporation may be voted by such officer,
agent, or proxy, as the bylaws of such corporation may
prescribe, or in the absence of such provision, as the
board of directors of such corporation may determine.


Section 10.	The President of the Corporation
shall convene all meetings of the shareholders and
shall act as chairman thereof.  The Shareholders may
appoint any other officer of the Corporation or share-
holder to act as chairman of any meeting of the
shareholders in the absence of the President.

The Secretary of the Corporation shall act as
secretary of all meetings of shareholders.  In the
absence of the Secretary at any meeting of
shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.

Section 11.	Unless otherwise provided by
statute or by the Certificate of Incorporation, any
action required to be taken by shareholders may be
taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect
to the subject matter thereof.


ARTICLE III

BOARD OF DIRECTORS

Section 1.	Pursuant to Section 351.805, RSMo,
the Articles of Incorporation of the Corporation
provide that the Corporation shall operate without a
board of directors.

Section 2.	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 shareholders.

Section 3.	Unless the Articles of
Incorporation provide otherwise, action requiring
director approval or both director and shareholder
approval is authorized if approved by the shareholders,
and action requiring a majority or greater percentage
vote of the board of directors is authorized if
approved by the majority or greater percentage of the
votes of shareholders entitled to vote on the action.

Section 4.	A requirement by a state of the
United States that a document delivered for filing
contained a statement that specified action has been
taken by the board of directors is satisfied by a
statement that the Corporation is a statutory close
corporation without a board of directors and that the
action was approved by the shareholders.

Section 5.	The shareholders by resolution may
appoint one or more shareholders to sign documents as
"designated directors".

Section 6.	A shareholder is not liable for his
act or omission, although a director would be, unless
the shareholder was entitled to vote on the action.

ARTICLE IV

OFFICERS

Section 1.	The officers of the Corporation may
include a President, one or more Vice Presidents, a
Secretary, and a Treasurer, all of whom shall be
appointed by the shareholders.  Any one person may hold
two or more offices except that the offices of
President and Secretary may not be held by the same
person.

Section 2.	The officers shall be elected
annually by the shareholders.  The office of the Vice
President may or may not be filled as may be deemed
advisable by the shareholders.

Section 3.	The shareholders may from time to
time appoint such other officers as they shall deem
necessary or expedient, who shall hold their offices
for such terms and shall exercise such powers and
perform such duties as the shareholders or the
President may from time to time determine.

Section 4.	The officers of the Corporation
shall hold office until their successors shall be
chosen and shall qualify.  Any officer appointed by the
shareholders may be removed at any time by the
affirmative vote of the shareholders.  If the office of
any officer becomes vacant for any reason, or if any
new office shall be created, the vacancy may be filled
by the shareholders.

Section 5. The salaries, if any, of all officers
of the Corporation shall be fixed by the shareholders.


ARTICLE V

POWERS AND DUTIES OF OFFICERS

Section 1.	The President shall have general
and active management of, and exercise general super-
vision of, the business and affairs of the Corporation,
subject, however, to the right of the shareholders to
delegate any specific power to any other officer or
officers of the Corporation, and shall see that all
orders and resolutions of the shareholders are carried
into effect.  He/she may sign with the Secretary of the
Corporation stock certificates, deeds, mortgages,
bonds, contracts or other instruments; and in general
shall perform all duties incident to the office of
president and such other duties as may be prescribed by
the shareholders from time to time.  The President
shall preside at all meetings of the shareholders.

Section 3.	In the absence of the President or
in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than
one vice president, the vice presidents in the order
designated, or in the absence of any designation, then
in the order of election) shall perform the duties of
the President and when so acting, shall have the powers
of the President, and shall perform such other duties
as from time to time may be assigned to him/her by the
President or by the shareholders.

Section 4.	The Secretary shall attend all
meetings of the shareholders and shall keep the minutes
of such meetings.  He/she shall give, or cause to be
given, notice of all meetings of the shareholders, and
shall perform such other duties as may be prescribed by
the shareholders or President.

The Secretary shall keep the corporate books and
records, prepare the necessary reports to the State and
to the directors.  He/she shall in all respects perform
those usual and customary duties which such officer
performs in business corporations.

Section 5.	The Treasurer shall have the
custody of all moneys and securities of the
Corporation.  He/she is authorized to collect and
receive all moneys due the Corporation and to receipt
therefor, and to endorse in the name of the Corporation
and on its behalf, when necessary or proper, all
checks, drafts, vouchers or other instruments for the
payment of money to the Corporation and to deposit the
same to the credit of the Corporation in such
depositaries as may be designated by the shareholders.
 He/she is authorized to pay interest on obligations
and dividends on stocks of the Corporation when due and
payable.  He/she shall, when necessary or proper,
disburse the funds of the Corporation, taking proper
vouchers for such disbursements.  He/she shall render
to the shareholders and the President, whenever they
may require it, an account of all transactions as
Treasurer and of the financial condition of the
Corporation.  He/she shall perform such other duties as
may be prescribed by the shareholders or the President.

Section 6.	Unless otherwise ordered by the
shareholders, the President or any Vice President of
the Corporation (a) shall have full power and authority
to attend and to act and vote, in the name and on
behalf of this Corporation, at any meeting of
shareholders of any corporation in which this
Corporation may hold stock, and at any such meeting
shall possess and may exercise any and all of the
rights and powers incident to the ownership of such
stock, and (b) shall have full power and authority to
execute, in the name and on behalf of this Corporation,
proxies authorizing any suitable person or persons to
act and to vote at any meeting of shareholders of any
corporation in which this Corporation may hold stock,
and at any such meeting the person or persons so
designated shall possess and may exercise any and all
of the rights and powers incident to the ownership of
such stock.


	ARTICLE VI

CERTIFICATES OF STOCK

Section 1.	The shareholders shall provide for
the issue, transfer and registration of the
certificates representing the shares of capital stock
of the Corporation, and shall appoint the necessary
officers, transfer agents and registrars for that
purpose.


Section 2.	Until otherwise ordered by the
shareholders, stock certificates shall be signed by the
President or a Vice President and by the Secretary.  In
case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been
used on, any stock 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 been delivered by the Corporation, such
certificate or certificates may nevertheless be issued
by the Corporation with the same effect as if 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.

Section 3.	Transfers of stock shall be made on
the books of the Corporation only by the person in
whose name such stock is registered or by his attorney
lawfully constituted in writing, and unless otherwise
authorized by the shareholders, only on surrender and
cancellation of the certificate transferred.  No stock
certificate shall be issued to a transferee until the
transfer has been made on the books of the Corporation.
 The person in whose name shares stand on the books of
the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation.


	ARTICLE VII

	DIVIDENDS

Dividends may be declared at such times as the
shareholders shall determine from the net earnings, or
earned surplus, in accordance with law.  Stock
dividends may be declared if justified and provided
capital is not impaired by such action.


ARTICLE VIII

FISCAL YEAR

Section 1.	The fiscal year of the Corporation
shall be the calendar year.


ARTICLE IX

WAIVER OF NOTICE

Whenever by statute or by the Certificate of
Incorporation or by these Bylaws any notice whatever is
required to be given, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
such notice.



ARTICLE X

INDEMNIFICATION BY THE CORPORATION

The Corporation shall indemnify to the full extent
authorized or permitted by The General and Business
Corporation Law of Missouri, as now in effect or as
hereafter amended, any person made or threatened to be
made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation) by reason of the
fact that he/she is or was a shareholder, officer,
employee or agent of the Corporation or serves any
other enterprises as such at the request of the
Corporation.

The foregoing right of indemnification shall be
deemed exclusive of any other rights to which such
persons may be entitled apart from this Article X.  The
foregoing right of indemnification shall continue as to
a person who has ceased to be a shareholder, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.


	ARTICLE XI

AMENDMENTS

The shareholders may make, alter, amend or repeal
Bylaws of the Corporation at any annual or special
meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such
meeting, provided a quorum is present.

Exhibit B-113 CERTIFICATE OF INCORPORATION OF DIGITAL SYSTEMS ENGINEERING, INC. FIRST: The name of the corporation is DIGITAL SYSTEMS ENGINEERING, INC. SECOND: Its Registered Office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The Registered Agent in charge thereof is The Corporation Trust Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The amount of the total authorized capital stock of this corporation is One Hundred Dollars No/00 ($100.00) divided into Ten Thousand (10,000) shares of One Cent ($.01) each. FIFTH: The name and mailing address of the incorporator is as follows: Mark G. English, 1201 Walnut, Kansas City, Missouri 64141. SIXTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the filing of the Certificate of Incorporation of which this Article is a part, to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. SEVENTH: The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended or granted subject to the rights reserved in this Article. EIGHTH: The number of directors shall be fixed by or shall otherwise be determined in the manner provided in the Bylaws of the corporation. NINTH: The Board of Directors of the corporation shall have the power to make, alter, amend or repeal Bylaws for the corporation from time to time. TENTH: The corporation shall indemn4 any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by the laws of the State of Delaware. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, mist or other enterprise to the fullest extent permitted by the laws of the State of Delaware. I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify' that the facts herein stated are true, and have accordingly hereunto set my hand on this 28 day of May, 1997. /s/Mark G. English MARK G. ENGLISH STATE OF MISSOURI ) ) SS COUNTY OF JACKSON ) On this 28th day of May, 1997, before me the undersigned, a Notary Public, in and for the County and State aforesaid, personally appeared Mark G. English, to me known to be the person who executed the foregoing instrument in my presence and that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. /s/Vickie L. Flores Notary Public My Commission Expires: May 29, 2000 Vickie L. Flores NOTARY PUBLIC STATE OF MISSOURI CLAY COUNTY

STATE of DELAWARE CERTIFICATE of AMENDMENT of CERTIFICATE of INCORPORATION FIRST: That by joint consent action of the Stockholders and Board of Directors of Digital Systems Engineering, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Article FIRST" so that, as amended, said Article shall be and read as follows; "The name of the corporation is Advanced Measurement Solutions, Inc." SECOND: That thereafter, pursuant to consent action of its Stockholders and Board of Directors of said corporation the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment. IN WITNESS WHEREOF, said Digital Systems Engineering, Inc. has caused this certificate to be signed by Kurt Ohms, President, this 27th day of June, A.D. 1997. /s/Kurt Ohms KURT OHMS, President

                                          Exhibit B-114

                        BY-LAWS

                          OF

           DIGITAL SYSTEMS ENGINEERING, INC.


                       ARTICLE I

                   Name and Location

     Section 1.  The name of the corporation is Digital
Systems Engineering, Inc.

     Section 2.  The corporation shall have offices and
places of business at such other place or places either
within or without the State of Delaware as may be
determined from time to time by the Board of Directors.


                      ARTICLE II

                     Shareholders

     Section 1.  The annual meeting of the shareholders
of this corporation for the election of directors and
the transaction of such other business as may properly
come before such meetings shall be held on the second
Tuesday of April of each year, if not a legal holiday,
and if a legal holiday, then on the next business day
thereafter commencing with the year 1998.

     Section 2.  Special meetings of the shareholders
may be called at any time by the President, Board of
Directors, or the holders of not less than one-fifth
(1/5) of the outstanding shares of common stock
entitled to vote at such meeting.

     Section 3.  Annual and special meetings of the
shareholders shall be held at the then registered
office of the corporation, or at such other place
within or without the State of Delaware as the notice
of such meeting shall specify, or as the shareholders
may agree.

     Section 4.  Written or printed notice of each
meeting of shareholders stating the place, day and hour
of the meeting, and, in case of a special meeting, the
purpose or purposes for which the meeting is called,
shall be delivered or given not less than ten (10) or
more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the
direction of the President or the Secretary or the
officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.

     Section 5.  Any shareholders' meeting may be
adjourned from time to time until its business is
completed, and the shareholders present at any meeting,
or any adjourned meeting, though less than a quorum,
may adjourn from time to time to a specified date not
longer than ninety (90) days after such adjournment,
without the notice other than announcement at the
meeting, until a quorum shall be obtained.

     Section 6.  At all meetings of the shareholders of
the corporation, the shareholders of record on the
books of the corporation holding a majority of the
outstanding shares of common stock entitled to vote,
shall constitute a quorum.  Every decision of a
majority of such quorum shall be valid as corporate act
unless a larger vote is required by the Articles of
Incorporation, these Bylaws or the laws of the State of
Delaware then in effect.

     Section 7.  At any meeting of the shareholders,
the shareholder entitled to vote at such meeting may be
represented by proxy, evidence of which shall be in
writing and exhibited to the proper officers.

     Section 8.  At a meeting of the shareholders,
inspectors of election shall be required only upon the
request of the holders and proxies of holders of a
majority of the stock represented at such meeting, and,
unless so requested, such inspectors shall not be
required.

     Section 9.  Any shareholder way waive notice of
any shareholders' meeting either in writing or by
telegram, before or after the time of such meeting, and
whether he attends the meeting or not and the presence
of the shareholder in person or by proxy at any
shareholders' meeting shall be a waiver of any notice
required herein or by law provided for except where a
shareholder attends a meeting for the express purpose
of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Whenever all persons entitled to vote at any meeting or
the shareholders consent either by a writing on the
records of the meeting, or filed with the Secretary, or
by presence at such meeting, and oral consent entered
on the minutes, or by taking part in the deliberations
at such meeting without objection, the proceedings at
such meeting shall be as valid as if had a meeting
regularly called and noticed, and at such meetings any
business, including the election of directors, may be
transacted unless excepted from the written consent or
unless objected to at the time for want of notice.  If
any meeting of the shareholders be irregular for want
of notice or of such consent, provided a quorum was
present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered
likewise valid, and the irregularity or defect therein
waived, by a writing signed by all persons having the
right to vote at such meeting.  Such consent or
ratification and approval may be by proxy or attorney,
but all such proxies and powers of attorney must be in
writing and delivered to the Secretary.

     Section 10.  Persons holding stock which has been
pledged, or holding stock as executor, administrator,
guardian or trustee, may represent and vote the same on
all issues.

     Section 11.  Any action required by the
shareholders to be taken at a meeting of the
shareholders of the corporation of any action which may
be taken at a meeting of the shareholders, may be taken
without a meeting if consent in writing, setting forth
the action so to be taken shall be signed by all of the
shareholders entitled to vote with respect to the
subject matter thereof.  Such consent shall have the
same force and effect as a unanimous vote of the
shareholders at a meeting duly held and may be stated
as such in a certificate of document filed by the
corporation.  The Secretary shall file such consent
with the minutes of the meeting of the shareholders.


                      ARTICLE III

                  Board of Directors

     Section 1.  The Board of Directors shall consist
of one (1) person, or such number of persons as set
forth in the amendments to these Bylaws made from time
to time, which persons shall be elected by the
shareholders at the first meeting of the shareholders
and thereafter at the annual meeting or at a special
meeting of the shareholders called for that purpose.
Each director shall hold office until the next
succeeding annual meeting of shareholders or until his
successor is duly elected and qualified, unless he
resigns or is removed from office at an earlier date.
The directors shall hold office at the pleasure of the
shareholders and may be removed at any time, with or
without cause, by a majority vote of the shareholders.
In case of the death, resignation or removal of one or
more of the directors of the corporation, a majority of
the survivors or remaining directors may fill the
vacancy or vacancies until the successor or successors
are elected at the next annual meeting of the
shareholders or until a special shareholders' meeting
shall be called and held to fill such vacancy or
vacancies.

     Section 2.  All meetings of the Board of Directors
of this corporation may be held within or without the
State of Delaware as may be provided in the resolution
or notice calling such meeting.  The annual meeting of
the directors for the purpose of electing officers and
transacting such other business as may come before the
meeting shall be held on the second Tuesday of April of
each year immediately following the adjournment of such
annual meeting of the shareholders held on that day.
No notice of such annual meeting of the directors need
be given.  If for any reason such annual meeting of the
directors is not or cannot be held as herein
prescribed, the officers may be elected at the first
meeting of the directors thereafter called pursuant to
the Bylaws.  Regular meetings of the Board of Directors
shall be held at such times as the Board may from time
to time provide and without any notice other than
resolution or action providing for such meetings.
Special meetings of the Board of Directors may be
called at any time upon the call of any member of the
Board.  Written notice of all special meetings of the
Board of Directors shall be given to each director,
upon which notice shall state the time, place and
purpose of such meeting, and shall be personally served
upon each director at least one day before such
meeting, or sent by mail or telegram at least two days
before such meeting, addressed to the last known
residence or place of business of each director.
Attendance of a director at any meeting, whether
regular or special, shall constitute a waiver of notice
of such meeting except where a director attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.  Whenever all persons
entitled to vote at any meeting of the directors
consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at
such meeting and oral consent entered on the minutes,
or by taking part in the valid deliberations at such
meeting without objection, the proceedings at such
meeting shall be as valid as if had a meeting regularly
called and noticed, and at such meeting any business
may be transacted which is not excepted from the
written consent or objected to at the time for want of
notice.  If any meeting of the directors be irregular
for want of notice, or of such consent, provided a
quorum was present at such meeting, the proceedings of
such meeting may be ratified an approved and rendered
likewise valid, and the irregularity or defect therein
waived, by a writing signed by all persons having the
right to vote at such meeting.  Whenever any notice is
required to be given to any director under any
provisions of the Bylaws, a waiver thereof in writing,
signed by the person entitled to said notice, whether
before or after the time stated therein, shall be
deemed equivalent thereto.

     Section 3.  A majority of the Board of Directors
shall constitute a quorum for the transaction of
business, and the act of the majority of the directors
present at a meeting at which a quorum is present shall
be valid as a corporate act, except as may be otherwise
specifically required by law or by the Articles of
Incorporation or by these Bylaws; and if less than a
quorum be present at any meeting, those present may
adjourn from time to time and fix dates for subsequent
meetings until a quorum shall be present.

     Section 4.  The property and business of the
corporation shall be controlled and managed by the
Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and
things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required
to be exercised or done by the shareholders.

     Section 5.  The Board of Directors may by
resolution adopted by a majority of the entire Board,
designate two or more of the directors to constitute
and agent or committee of the Board, which agent or
committee shall have and exercise all of the authority
of the Board of Directors to the extent provided in
said resolution in the management of the corporation
and may have the power to authorize the seal of the
corporation to be affixed to all papers which may
require it.  Such agent or committee shall keep a
regular record of the actions taken in accordance with
the resolution authorizing such agent or committee to
act and shall report the same to the Board of Directors
when required.

     Section 6.  Directors as such shall not receive
any stated salary for their services but by resolution
of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board; provided
that nothing herein contained shall be construed to
preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.


                      ARTICLE IV

                       Officers

     Section 1.  The officers of the corporation shall
consist of a President, the Secretary and a Treasurer.
The Board of Directors may also choose and appoint one
or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers, and such
additional officers and agents, if any, as it may deem
necessary from time to time.  Any two or more offices
may be held by one and the same person.

     Section 2.  The officers shall be elected at the
first meeting of the Board of Directors held after the
annual meeting of the shareholders or as soon
thereafter as possible.  A majority of the votes cast
shall be necessary for the election of any person to an
office of the corporation.  The officers shall hold
office at the pleasure of the Board of Directors from
the dates of their respective elections and may be
removed at any time with or without cause by a majority
vote of all of the directors.  Absent prior removal by
the directors, the officers shall continue in office
from the date of their respective elections until the
first meeting of the Board of Directors after the next
annual meeting of the shareholders and until their
successors are duly elected and qualified.

     Section 3.  The President shall preside at all
meetings of the Board of Directors; shall sign all
notes, agreements or other instruments in writing made
and entered into for or on behalf of the corporation;
and sign all certificates of stock, and he shall have
general supervision over the business and affairs of
the corporation.  The President of the corporation
shall be its chief officer and shall perform such
duties as usually pertain to that office.

     Section 4.  The vice Presidents in order of the
seniority shall perform all of the duties of the
President in the even of the death, disability or
absence of the President and such other duties, if any,
as may be prescribed by the Board of Directors.

     Section 5.  The Secretary shall keep an accurate
record of the proceedings of the meetings of the
shareholders and directors; he shall give notice of the
meetings of the shareholders and of the directors
required by law and the Bylaws; he shall countersign
all certificates of stock; the Secretary shall attach
the corporate seal to stock certificates and to all
other documents and instruments requiring it and shall
perform such other duties as are usually incident to
the office of the Secretary.  The Assistant Secretaries
in the order of their seniority shall perform all of
the duties of the Secretary in the event of the death,
disability or absence of the Secretary and such other
duties, if any, as may be prescribed by the Board or
Directors.  The Assistant Secretary is specifically
authorized to perform the duties and functions of the
Secretary, including but not limited to the attestation
or certification of written documents on behalf of the
corporation and placing the corporate seal on such
documents when the Secretary of the corporation is
absent from the principal place of business and office
of the corporation.

     Section 6.  The Treasurer shall have charge of the
funds of the corporation and shall keep an accurate
account of all financial transactions of the
corporation.  The Treasurer shall deposit or cause to
be deposited all funds of the corporation in the
corporation's name in such banking institution or
institutions as may be designated by the Board of
Directors.  The Treasurer shall make a report to the
shareholders at the annual shareholders' meeting and
shall make additional reports to the President and to
the Board of Directors whenever so directed by the
President of the Board.  The Assistant Treasurer is
specifically authorized to perform the duties and
functions of the Treasurer when the Treasurer is absent
from the principal place of business and office of the
corporation.  The Assistant Treasurer shall also
perform any other duties as may be prescribed by the
Board of Directors.

     Section 7. The board of Directors may required any
officer or officers to furnish the corporation a bond
in such form and sum and with security satisfactory to
the Board of Directors for the faithful performance of
the duties of their offices and the restoration to the
corporation in cause of death, resignation or removal
from the office of such officer or officers of all
books, papers, vouchers, money and other property,
whatsoever kind, in their possession belonging to the
corporation.  Nothing contained in this section shall
be construed as requiring such a bond unless the
directors in their discretion determine that such bond
shall be furnished.

     Section 8.  The Board of Directors shall from time
to time in its discretion fix or alter the compensation
of any officer.  The Board of Directors may delegate
the power to alter and fix compensation of any officer
by a vote of the majority of the full Board of
Directors by a resolution at any meeting of the Board
of Directors.

     Section 9.  Checks, drafts or other orders for the
payment of money of this corporation shall be signed by
such person or persons as the Board of Directors may
from time to time designate.  A person so designated
need not necessarily be an officer of the corporation.


                       ARTICLE V

         Capitalization, Certificates of Stock
                     and Transfers

     Section 1.  The authorized capital stock of this
corporation shall be as set forth in the Articles of
Incorporation of amendments thereto made from time to
time.

     Section 2.  The certificates of stock of this
corporation shall be in such form, not inconsistent
with the Articles of Incorporation, as shall be
prepared or approved by the Board of Directors.  Such
certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant
Secretary and shall bear the corporate seal.  All
certificates shall be consecutively numbered.  The name
of the person owning the shares represented thereby,
with the number of such shares and the date of issue,
shall be entered on the books of the corporation.
Shares of the stock of the corporation.  Shares of the
stock of the corporation shall be transferred only on
the books of the corporation upon the authority of the
holder thereof and upon surrender and cancellation of
certificates for a like number of shares.

     Section 3.  The corporation shall be entitled to
treat the holder of record of any share of shares of
stock as the holder in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any
other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by
the laws of Delaware.

     Section 4.  In the case of the loss or destruction
of any certificate of stock, a new certificate may be
issued upon the following conditions: The owner shall
file with the Secretary an affidavit giving the facts
in relation to the ownership and the loss or
destruction of said certificate, stating its number and
the number of shares represented thereby.  The
Secretary shall present such affidavit to the Board of
Directors, and if the Board of Directors shall be
satisfied that such certificate has been destroyed or
lost, and that new certificate ought to be issued in
lieu thereof, the Board may direct the officers of the
corporation to issue a new certificate upon the filing
of a bond in such penal sum, with such condition, in
such forms and with such surety as the Board of
Directors may prescribe, to indemnify and save harmless
this corporation from any loss, expense, damage or
liability occasioned by the issuance of such new
certificate, and upon the filing of such bond, the
proper officers of the corporation shall issue a new
certificate for the number of shares to the owner of
the certificate so lost or destroyed.

     Section 5.  Any and all stock not issued shall be
held by the corporation subject to the disposal of the
Board of Directors and such unissued stock shall
neither vote nor participate in dividends.

     Section 6.  All the issued and outstanding stock
of the corporation that may be purchased or otherwise
acquired by the corporation shall be treasury stock,
and shall be subject to the disposal of the Board of
Directors and such treasury stock shall neither vote
nor participate in dividends while held by the
corporation.

     Section 7.  The records of the corporation
concerning transfers of common stock of the corporation
shall be closed for a period of thirty days before the
day of payment of any dividend and before each annual
meeting of the shareholders and the shareholders of
record before such closing of the books prior to the
payment of dividend or each annual meeting of the
shareholders shall be considered the correct and true
record of the shareholders for the purpose of the
payment of such a dividend and for all purposes with
respect to such annual meeting of the shareholders.



                      ARTICLE VI

                         Seal

     Section 1.  The seal of the corporation shall be
in circular form with the following words thereon:
"DIGITAL SYSTEMS ENGINEERING, INC - DELAWARE -
CORPORATE SEAL."

     Section 2.  The corporate seal may be affixed to
any instrument by impression only, unless by resolution
of a majority of the Board of Directors specific
authorization is given to attach the corporate seal to
multiple instruments by reproduction, by engraving,
printing, or other facsimile process.


                      ARTICLE VII

                 Agents and Attorneys

Section 1.  The Board of Directors may appoint such
agents, attorneys and attorneys in fact of the
corporation as it may deem proper and may by written
power of attorney authorize such agents, attorneys or
attorneys in fact to represent it and for it and in its
name, place and stead and for its use and benefit to
transact any and all business which said corporation is
authorized to transact or do by its Articles of
Incorporation and in its name, place and stead and as
its corporate act and deed, to sign, acknowledge and
execute any and all contracts or instruments in writing
necessary or convenient in the transaction of such
business as fully to all intents and purposes as said
corporation might or could do if it acted by or
thorough its regularly elected and qualified officers.

     Section 2.  The appointments, authorization and
powers referred to in Section 1 of this Article shall
not be valid unless authorized or permitted by
resolution passed by a majority of the Board of
Directors at any meeting of the Directors, regular or
special.


                     ARTICLE VIII

       Indemnification of Directors and Officers

     Section 1.  Every person who is or has been a
director or officer of the corporation shall be
indemnified by the corporation against all expenses
reasonably incurred by him in connection with any
actions, suits or proceedings to which he may be a
party defendant, or with which he may be threatened by
reason of or growing out of or in relation to his being
or having been a director or officer of the
corporation.  The term "expenses" includes amounts paid
in satisfaction of judgments or in settlement other
than amounts paid to the corporation itself.  However,
the corporation shall not indemnify any director or
officer in relation to matters as to which he shall be
adjudged liable for negligence or misconduct in the
performance of his duties as such director or officer.

     Section 2.  The corporation shall not indemnify
any director or officer in case of a settlement or
payment of a judgment or the incurring of other
expenses referred to in Section 1 of this Article
unless such settlement payment of judgment, or
incurring of expenses shall be approved by a majority
of the directors of the corporation then in office
other than those involved in the matter out of which
said settlement, judgment or incurring of expenses
arises, regardless of whether or not such majority
constitutes a quorum of the Board of Directors.  If
there are not at least three directors in office other
than those involved in that particular matter, such
officers or directors involved shall not be indemnified
unless such settlements, payment of judgment, or
incurring of expenses is approved by the holders of the
then outstanding stock of the corporation, which
holders are not involved in that particular matter.
The foregoing right of indemnification shall not be
exclusive, but shall be in addition to all other rights
and remedies to which any director or officer may be
entitled as a matter of law.

     Section 3.  The corporation shall indemnify any
officer or director who is successful on the merits or
otherwise in defense of any suit, action or proceedings
referred to in Section 1 and Section 2 to the extent of
all expenses actually and reasonably incurred by him in
connection with such defense, including, but not
limited to, attorneys' fees.

     Section 4.  The corporation shall not indemnify
any director or officer for any fine, settlement,
judgment or reasonable expenses or attorneys' fees,
unless a determination is made that such director or
officer has met the applicable standards of conduct set
forth in this Article.  Such determination shall be
made (1) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable,
if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3)
by a majority vote of the common stockholders.

     Section 5.  The corporation shall upon written
request of the officer or director pay the expenses of
defending any actual or threatened action, suit or
proceedings in advance of the final disposition of such
action, suit or proceeding upon receipt of an
undertaking by the officer or director to repay such
amount unless it shall be ultimately determined as
provided in Section 4 that he is entitled to be
indemnified by the corporation.

     Section 6.  The corporation shall have the power
to purchase insurance on behalf of any officer or
director of the corporation or anyone serving at the
request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust
or other enterprises against any liability asserted
against or incurred by him in such capacity, whether or
not the corporation would have the power to indemnify
him against such liability under this Article.  The
right of indemnification under this Article shall not
be exclusive, but shall be in addition to all other
rights and remedies to which any director or officer
may be entitled as a matter of law.


                      ARTICLE IX

              Joint Meetings of Directors
                   and Shareholders

     Section 1.  Joint meetings of the directors and
shareholders of this corporation may be held at any
time or at any place pursuant to a resolution duly
adopted by the Board of Directors.

     Section 2.  The minutes of any joint meeting of
the shareholders and directors as provided in Section 1
of this Article shall affirmatively show the number of
shares of stock of the corporation represented at such
meeting and the number of shares in stock voted for or
against any resolution, motion or proposition submitted
at such meeting.


                       ARTICLE X

                      Fiscal Year

     The fiscal year of the Corporation shall be fixed
and may be changed by resolution of the Board of
Directors.  Until action by the Board fixing some other
fiscal year, the fiscal year end of the Corporation
shall be the last day of the month of December.


                      ARTICLE XI

                  Amendment of Bylaws

     These Bylaws may be amended, repealed or replaced
by affirmative vote of a majority of the members of the
Board of Directors of the Corporation present at any
Board meeting duly called and convened, provided the
substance of the proposed amendment, repeal or
replacement is stated in the notice of the Board
meeting at which such matter is to be considered and
acted upon.

     Upon motion duly made, seconded and unanimously
adopted, the undersigned, constituting the directors of
Digital Systems Engineering, Inc. do this 5th day of
June, 1997, adopt the foregoing Bylaws, Articles I
through XI inclusive, as the Bylaws of this
corporation, and said Bylaws are hereby ratified and
adopted by the undersigned.

                                           /s/Kurt Ohms
                                              Kurt Ohms

                                                     Exhibit B-115

                     ARTICLES OF ORGANIZATION
                                OF
                       COPIER SOLUTIONS, LLC

     Copier Solutions, LLC is hereby organized in accordance with
the Missouri Limited Liability Company Act and the following
provisions:

     1.   The name of the limited liability company is Copier
Solutions, LLC.

     2.   The limited liability company is organized for the
purpose of investing in and conducting business ventures as
selected by the member of the limited liability company from time
to time, undertaking all actions reasonably connected therewith,
and transacting any or all other lawful business for which a
limited liability company may be organized under Sections 341.010
to 347.187 of the Missouri Limited Liability Company Act.

     3.   The address of the limited liability company's
registered office is 120 W. 12th Street, Kansas City, Missouri
64105, and STK Registered Agent, Inc. is the limited liability
company's registered agent at such office.

     4.   Management of the limited liability company is vested in
one or more managers.

     5.   The latest date on which the limited liability company
is to dissolve is December 31, 2098; provided, however, that the
limited liability company will dissolve upon the earlier
occurrence of:

          (a)  The withdrawal, resignation, dissolution or
     termination of the member of the limited liability company;
     or

          (b)  The happening of any event that makes it unlawful
     or impossible to carry out the business of the limited
     liability company.

     6.   The name and address of the sole organizer is as
follows:

          Greg J. Mermis, Esq.
          120 W. 12th St., Suite 1800
          Kansas City, MO 64105

     IN WITNESS WHEREOF, the undersigned has executed these
Articles of Organization as of the 12th day of May 1998.

                         /s/Greg J.Mermis
                         Greg J. Mermis, Esq.
                         "Organizer"


STATE OF MISSOURI      )
                       ) SS.
COUNTY OF JACKSON      )

     On this 12th day of May 1998, before the undersigned, a
Notary Public, personally appeared Greg J. Mermis, Esq.,
personally known to me to be the same person who executed the
foregoing instrument, and acknowledged that he executed the same
as his free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in the County and State above
written the day and year last above written.

                        /s/Catherine Walters-Laylin
               		Notary Public in and
			for said County and State

My commission expires:

(notary seal)
"NOTARY SEAL"
Catherine Walters-Laylin, Notary Public
Cass County, State of Missouri
My Commission Expires 9/23/2001

                                                    Exhibit B-116



                       OPERATING AGREEMENT

                               OF

                      COPIER SOLUTIONS, LLC


                          JUNE 2, 1998


                        TABLE OF CONTENTS

                                                            Page

ARTICLE I  THE LIMITED LIABILITY COMPANY                    1
     1.1  Formation of Limited Liability Company            1
     1.2  Registered Office and Agent                       1
     1.3  Purpose                                           1
     1.4  Principal Place of Business                       1
     1.5  Property                                          1
     1.6  Payment of Individual Obligations                 2

ARTICLE 2 DEFINITIONS                                       2
     2.1  Definitions                                       2
          (a)  "Capital Account"                            2
          (b)  "Capital Contribution"                       2
          (c)  "Code"                                       2
          (d)  "Economic Interest"                          2
          (e)  "Manager"                                    2
          (f)  "Net Cash Flow"                              2
          (g)  "Net Profits" and "Net Losses"               2
          (h)  "Operating Costs"                            2
          (i)  "Percentage Interest"                        3
          (j)  "Person"                                     3
          (k)  "Proceeds"                                   3
          (l)  "Regulations"                                3

ARTICLE 3 MANAGEMENT                                        3
     3.1  Manager                                           3
     3.2  Vice-Presidents and Other Officers                3
     3.3  Limitation on Powers of the Manager               3
     3.4  Removal or Resignation of Manager                 4
     3.5  Compensation of Manager                           4

ARTICLE 4 RIGHTS AND OBLIGATIONS OF MEMBERS..               4
     4.1  Limitation of Liability                           4
     4.2  Company Liabilities                               4
     4.3  Liability of a Member to the Company              4
     4.4  Independent Activities                            4

ARTICLE 5 MEETINGS OF MEMBERS                               5
     5.1  Action by Member without a Meeting                5

ARTICLE6 CAPITAL CONTRIBUTIONS                              5
     6.1  Initial Capital Contribution                      5
     6.2  Increase in Company Capital                       5
     6.3  Capital Accounts of the Member                    5
     6.4  Interest and Other Amounts                        5
     6.5  Loans of Member                                   5
ARTICLE 7 ALLOCATIONS                                       6
     7.1  Net Profits and Net Losses                        6

ARTICLE 8 ACCOUNTING,DISTRIBUTIONS AND TAXES                6
     8.1  Distribution of Net Cash Flow                     6
     8.2  Accounting                                        6
     8.3  Tax Matters Member                                6

ARTICLE 9 ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS     7
     9.1  Admission New Members                             7
     9.2  Financial Adjustments                             7
ARTICLE 10 TERM.TERMINATION AND DISTRIBUTION UPON
     LIQUIDATION                                            7
     10.1  Term                                             7
     10.2  Withdrawal of the Member                         7
     10.3  Events of Dissolution                            7
     10.4  Cessation of Business                            8
     10.5  Winding Up. Liquidation. and Distribution of
     Assets                                                 8
     10.6  Articles of Termination                          8
     10.7  Return of Contribution Nonrecourse to Other
     Members                                                9

ARTICLE 11                                                  9
     11.1  Notices                                          9
     11.2  Governing Law                                    9
     11.3  Entire Agreement                                 9
     11.4  Binding Agreement                                9
     11.5  Interpretation                                   9
     11.6  Severability                                     9
     11.7  Saving Clause                                    10
     11.8  Further Documentation                            10
     11.9  Indemnification                                  10


                       OPERATING AGREEMENT

                               OF

                      COPIER SOLUTIONS, LLC

     THIS OPERATING AGREEMENT ("Operating Agreement"), is made
and entered into to be effective as of the 2nd day of June 1998,
by and between Copier Solutions, LLC, a Missouri limited
liability company (the "Company"), Municipal Solutions, LLC, a
Delaware limited liability company as the sole member of the
Company (the "Member") and Colin Dobell as the manager of the
Company (the "Manager").

     WHEREAS, the Member has organized the Company as a limited
liability company governed by the Missouri Limited Liability
Company Act (the "Missouri Act") and the Manager has agreed to
act as the Manager of the Company;

     NOW, THEREFORE, in consideration of the mutual covenants and
benefits set forth below, other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                            ARTICLE 1

                  THE LIMITED LIABILITY COMPANY

     1.1  Formation of Limited Liability Company. The Articles of
Organization of the Company were filed in the office of the
Secretary of State of Missouri pursuant to the Missouri Act on
May 12, 1998 and are hereby ratified by the Member.

     1.2  Registered Office and Agent. The address of the
Company's registered office in the State of Missouri is located
at 120 W. 12th Street, Kansas City, Missouri 64105, and the
registered agent at such office is STK Registered Agent, Inc. In
the event the registered agent ceases to act as such for any
reason or the registered office shall change, the Manager shall
promptly designate a replacement registered agent or registered
office as the case may be, and make the appropriate filings with
the secretary of state.

     1.3  Purpose. The purpose and business of the Company shall
be to invest in and conduct business ventures as selected by the
Member from time to time, to do all other things which are
reasonably incidental to the foregoing, and to transact any or
all other lawful business for which a limited liability company
may be organized under the Missouri Act.

     1.4  Principal Place of Business. The principal place of
business of the Company shall be 1201 Walnut, Kansas City,
Missouri 64106, or at such other place or places within or
without the State of Missouri as the Manager may designate from
time to time.

     1.5  Property. All assets, including real and personal
property owned and held by the Company shall be owned by the
Company in the name of the Company. The Member's interest in the
Company shall be personal property for all purposes. Any deed,
bill of sale, mortgage, lease, contract of sale or other
instrument purporting to convey or encumber any interest in the
property of the Company shall be signed only as authorized by the
Member.

     1.6  Payment of Individual obligations. The Company's credit
and assets shall be used solely for the benefit of the Company,
and no asset of the Company shall be transferred or encumbered
for or in payment of any individual obligation of the Member.

                            ARTICLE 2

                           DEFINITIONS

2.1  Definitions. As used in this Operating Agreement:

     (a)  "Capital Account" means the Capital Account determined
and maintained for the Member in accordance with Section 1.704-
1(b)(2)(iv) of the Regulations.

     (b)  "Capital Contribution" means, with respect to any
Member or Economic Interest Owner, the amount of money and the
fair market value of any property (other than money) contributed
to the Company by the Member. The initial Capital Contribution of
the Member is set forth on Exhibit A hereto, which is
incorporated herein by this reference.

     (c)  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time (or any corresponding provisions of
succeeding law).

     (d)  "Economic Interest" shall mean the interest of the
Member in the Company's Net Profits, Net Losses and the
distribution of Net Cash Flow and/or the Company's assets
pursuant to this Operating Agreement and the Missouri Act, but
shall not include any right to vote on, consent to or otherwise
participate in any decision of the Member in the management of
the Company.

     (e)  "Manager" shall mean Colin Dobell, or any replacement
Manager appointed by the Member pursuant to Section 3.4 hereof

     (f)  "Net Cash Flow" shall mean, with respect to any period,
the amount (if any) which the Proceeds for such period exceed the
Operating Costs for such period, all principal and interest
payments on indebtedness of the Company, and all other sums paid
to lenders.

     (g)  "Net Profits" and "Net Losses" means, for each fiscal
year, an amount equal to the Company's taxable income or loss for
such fiscal year.

     (h)  "Operating Costs" shall mean, with respect to any
period, all cash expenditures incurred incident to the normal
operation of the Company's business and any amounts determined by
the Manager, from time to time, to be reasonably necessary to
provide a reserve for the operations, expenses, debt payments,
capital improvements, and contingencies of the Company.

     (i)  "Percentage Interest" shall mean, with respect to the
Member its percentage interest of the Economic Interests in the
Company. The initial Percentage Interests of the Member is as
designated in Section 6.1 of this Operating Agreement.

     (j)  "Person" shall include any individual, trust, estate,
corporation, partnership, limited liability company, association
or other entity.

     (k)  "Proceeds" shall mean, with respect to any period,
gross receipts received by the Company from all sources during
such period, including, without limitation, all sales, other
dispositions, and refinancings of the Company's property, but
does not include Capital Contributions as provided for in Article
6 of this Operating Agreement.

     (l)  "Regulations" means the Treasury Regulations, including
Temporary Regulations, promulgated under the Code, as such
regulations may be amended from time to time (including
corresponding provisions of succeeding Regulations).

                            ARTICLE 3

                           MANAGEMENT

     3.1  Manager. The business and affairs of the Company shall
be managed by a Manager who, subject to the provisions of this
Operating Agreement, shall have the responsibility for the
management of the day to day business and affairs of the Company
and shall have the power and authority to take, or cause to be
taken, any and all actions necessary as advisable to carry out
his duties as described in this Operating Agreement. The initial
Manager is Colin Dobell.

     3.2  Vice-Presidents and Other Officers. The Manager may
appoint one or more Vice-Presidents and such other officers of
the Company from time to time as the Manager deems necessary or
desirable. The officers as so appointed by the Manager shall
serve at the pleasure of the Manager and shall have such duties
and responsibilities as may be assigned by the Manager from time
to time.

     3.3  Limitation on Powers of the Manager. Notwithstanding
any other provisions of this Operating Agreement, the affirmative
approval of the Member shall be required to:

     (a)  Amend this Operating Agreement or the Articles of
Organization of the Company;

(b)  Take any action or fail to take any action in contravention
of this Operating Agreement;

     (c)  Admit any additional Members;

     (d)  Modify the Member's obligation to make a Capital
Contribution;

     (e)  Merge or consolidate or agree to merge or consolidate
the Company with or into any other entity;

     (f)  Sell, exchange, lease, mortgage, pledge or otherwise
dispose of all or substantially all of the property of the
Company in a single transaction or series of related
transactions;

     (g)  Approve any expenditure in an amount in excess of one
hundred thousand dollars ($100,000);

     (h)  Assume, incur or guarantee or become liable for any
indebtedness or borrowed money on behalf of the Company in excess
of one hundred thousand dollars ($100,000) in the aggregate
outstanding at any time;

     (i)  Make or cause the Company to become a party to any
contract or commitment or renew, extend or amend or modify any
contract or commitment, unless such contract or commitment is
entered into in the ordinary course of business; or

     (j)  Invest in or acquire any interest in any business
enterprise or venture.

     3.4  Removal or Resignation of Manager. The Member shall
have the right to remove the Manager from time to time. Also, the
Manager of the Company may resign at any time by giving thirty
(30) days advance written notice to the Member. Unless otherwise
specified in the notice, the acceptance of the resignation shall
not be necessary to make it effective. Any vacancy created in the
Manager position by the removal or resignation of the Manager
shall be filled by the Member.

     3.5  Compensation of Manager. The compensation of the
Manager, if any, shall be fixed from time to time by the Member.

                            ARTICLE 4

                RIGHTS AND OBLIGATIONS OF MEMBERS

     4.1  Limitation of Liability. The Member's liability shall
be limited as set forth in this Operating Agreement, the Missouri
Act and other applicable law.

     4.2  Company Liabilities. The Member will not be personally
liable for any debts or losses of the Company beyond the Member's
Capital Contributions, except as required by law.

     4.3  Liability of a Member to the Company. If the Member
rightfully receives a return in whole or in part of its Capital
Contribution, it shall be liable to the Company only to the
extent now or hereafter provided by the Missouri Act.

     4.4  Independent Activities. Except as may otherwise be
agreed upon in writing between the Company and the Member, the
Member shall be required to devote only such time to the affairs
of the Company the Member determines in its sole discretion, and
the Member shall be free to serve any other Person in any
capacity that it may deem appropriate in its discretion.

                            ARTICLE 5

                       MEETINGS OF MEMBERS

     5.1  Action by Member without a Meeting. Any action required
or permitted to be taken by the Member shall be evidenced by a
written consent describing the action taken and signed by the
Member, which consent shall be included in the minutes or filed
with the Company records. Any action taken under this Section is
effective when the Member has signed the consent, unless the
consent specifies a different effective date.

                            ARTICLE 6

                      CAPITAL CONTRIBUTIONS

     6.1  Initial Capital Contribution. A Capital Account shall
be maintained for the Member as provided in Section 2.1(a) above,
which shall include the initial Capital Contribution of the
Member as set forth on Exhibit A. The initial Percentage Interest
of the Member shall be as also set forth in Exhibit A.

     6.2  Increase in Company Capital. The Member, in its
discretion, may make contributions of additional capital to the
Company from time to time.

     6.3  Capital Accounts of the Member. The amount of any
additional Capital Contribution made by the Member shall be added
to the Member's Capital Account as of the date of such
contribution.

     6.4  Interest and Other Amounts. The Member shall not
receive any interest, salary or draw with respect to its Capital
Contributions or its Capital Account or for services rendered to
or on behalf of the Company or otherwise in its capacity as a
Member, except as otherwise provided in this Operating Agreement
or other agreement between the Company and the Member.

     6.5  Loans of Member. The Member may loan cash or other
property to the Company, should additional funds be required upon
such terms and conditions as the Member may determine. Loans by
the Member to the Company shall not be considered as
contributions to the capital of the Company. The Member, however,
shall not be obligated to make any loan or advance to the
Company.

                            ARTICLE 7

                           ALLOCATIONS

     7.1  Net Profits and Net Losses. All Net Profits and Net
Losses for each fiscal year shall be allocated to the Member.

                            ARTICLE 8

               ACCOUNTING. DISTRIBUTIONS AND TAXES

     8.1  Distribution of Net Cash Flow. Upon the approval of the
Member, the Manager shall distribute the Net Cash Flow of the
Company to the Member in such amounts as so determined by the
Member.

     Notwithstanding the foregoing, no distributions shall be
made unless, after distribution is made, the assets of the
Company are in excess of its liabilities, except amounts payable
to the Member on account of its Capital Contributions.

     8.2  Accounting. The fiscal and tax year of the Company
shall be the calendar year. For tax purposes, the records of the
Company shall be maintained on an accrual method of accounting.
The books of account of the Company shall be kept and maintained
at all times at the principal place of business of the Company.
The Member shall have the right at all reasonable times during
usual business hours to audit, examine and make copies of or
extracts from the books of account of the Company.

     As soon as reasonably practicable after the end of each
calendar quarter, the Manager shall furnish the Member with an
interim balance sheet, statement of profit and loss, and
statement of cash receipts and disbursements of the Company, each
prepared in accordance with generally accepted accounting
principles and reviewed by the Company's independent certified
public accountants. As soon as reasonably practicable after the
end of each fiscal and tax year, the Manager shall furnish the
Member with: (i) a balance sheet of the Company as of the last
day of such fiscal or tax year, a statement of profit or loss of
the Company for such year, and a statement of cash receipts and
disbursements, each prepared in accordance with generally
accepted accounting principles and reviewed by the Company's
independent certified public accountants; (ii) a statement
showing the amounts allocated to or allocated against the Member
pursuant to Article 7 of this Operating Agreement during or in
respect of such year, and any items of income, deduction, credit,
or loss allocated to it; and (iii) a copy of the federal income
tax return of the Company.

     8.3  Tax Matters Member. The Member is designated as the Tax
Matters Member of the Company and may, within its discretion,
make any tax election for the Company allowed under the Internal
Revenue Code of 1986.

                            ARTICLE 9

          ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS

     9.1  Admission New Members. A person shall be deemed
admitted as a Member of the Company only upon the satisfactory
completion of the following:

     (a)  The Member shall have consented to the admission of the
Person as a Member of the Company and the amount and character of
the proposed Capital Contribution of such new Member.

     (b)  The Person shall have accepted and executed and agreed
to be bound by the terms and provisions of this Operating
Agreement, with such amendments as deemed necessary or desirable
by the Member and such other documents or instruments as the
Manager may require.

     9.2  Financial Adjustments. No new Member shall be entitled
to any retroactive allocation of losses, income, or expense
deductions incurred by the Company. The Company may, at its
option, at the time a new Member is admitted, close the Company's
books (as though the Company's tax year had ended) or make pro
rata allocations of loss, income, and expense deductions to a new
Member for that portion of the Company's tax year in which a
Member was admitted in accordance with the provisions of Section
706 of the Code and the Regulations promulgated thereunder.

                           ARTICLE 10

       TERM. TERMINATION AND DISTRIBUTION UPON LIQUIDATION

     10.1 Term. The term of the Company shall commence on the
date the Articles of Organization for the Company are filed in
the Office of the Missouri Secretary of State in accordance with
the Missouri Act and shall continue until December 31, 2098,
unless earlier dissolved by the Member, or the provisions of the
Articles of Organization, this Operating Agreement or the
Missouri Act.

     10.2 Withdrawal of the Member. The Member may withdraw,
retire or resign from the Company at any time upon giving thirty
(30) days prior written notice to the Company.

     Subject to the remaining provisions of this Operating
Agreement, upon the withdrawal of the Member, the Member shall be
entitled to the fair market value of its Economic Interest, which
amount shall be equal to the sum of the withdrawing Member's
Percentage Interest of both (i) the Company's Net Profits or Net
Losses for the year in which the withdrawal occurs through the
date of the withdrawal (less any distributions of Net Cash Flow
made to the withdrawing Member through the date of such
withdrawal); and (ii) the value of the Company's assets, net of
the Company's debts, and obligations; less any deficit balance in
the Member's Capital Account.

     10.3 Events of Dissolution. The Company shall immediately
dissolve upon an event of withdrawal shall include:

     (a)  The withdrawal, resignation, dissolution or termination
of the Member;

     (b)  December 31, 2098; or

     (c)  The happening of any event that makes it unlawful or
impossible to carry on the business of the Company.

     10.4 Cessation of Business. In the event of the occurrence
of any event effecting the dissolution of the Company, the
Manager shall execute a notice of winding up in such form as
shall be prescribed by the Missouri Secretary of State and file
the same with the Missouri Secretary of State's office. Upon the
filing of the notice of winding up, the Company shall cease to
carry on its business, except insofar as may be necessary for the
winding up of its business, but its separate existence shall
continue until the Manager has filed articles of termination in
the office of Missouri Secretary of State or until a decree
terminating the Company has been entered by a court of competent
jurisdiction.

     10.5 Winding Up. Liquidation. and Distribution of Assets.
Upon dissolution, an accounting shall be made of the accounts of
the Company and of the Company's assets, liabilities and
operations, from the date of the last previous accounting until
the date of dissolution and the Manager shall immediately proceed
to wind up the affairs of the Company. If the Company is
dissolved and its affairs are to be wound up, the Manager shall:

     (a)  Collect and sell or otherwise liquidate all of the
Company's assets as promptly as practicable (except to the extent
the Member may determine to distribute any assets to the Member
in kind);

     (b)  Allocate any Net Profits or Net Losses resulting from
such sale or other disposition of the Company's assets to the
Member's Capital Account;

     (c)  Discharge all debts, liabilities and obligations of the
Company, including those to the Member as creditor of the
Company, to the extent otherwise permitted by law, other than
debts, liabilities and obligations to the Member for
distributions, and establish such reserves as the Manager may
deem reasonably necessary to provide for contingencies or
liabilities of the Company (for purposes of determining the
Member's Capital Account, the amounts of such reserves shall be
deemed to be an expense of the Company);

     (e)  Upon completion of the winding up, liquidation and
distribution of the assets, the Company shall be deemed
terminated; and

     (f) The Manager shall comply with any applicable
requirements of the Missouri Act pertaining to the winding up of
the affairs of the Company and the final distribution of its
assets.

     10.6 Articles of Termination. When all debts, liabilities,
and obligations have been paid and discharged or adequate
provisions have been made therefor and all of the remaining
assets have been distributed to the Member, the Manager shall
execute and deliver to the Missouri Secretary of State articles
of termination setting forth the information required by the
Missouri Act.

     10.7 Return of Contribution Nonrecourse to Other Members.
Except as provided by law or as expressly provided in this
Operating Agreement, upon dissolution, the Member shall look
solely to the assets of the Company for the return of its Capital
Contributions.

                           ARTICLE 11

                    MISCELLANEOUS PROVISIONS

     11.1 Notices. Except as otherwise provided in this Operating
Agreement, any notice required or permitted herein shall be in
writing and shall be deemed to have been delivered, whether
actually received or not, two (2) calendar days after being
deposited in the United States mail, by registered mail, return
receipt requested, postage prepaid, addressed to the party
entitled thereto at the last address of such party provided by
such party to the Company. Any notice to the Company shall be
sent to the Company's principal place of business.

     11.2 Governing Law. This Operating Agreement has been made
and executed in accordance with the Missouri Act and is to be
construed, enforced, and governed in accordance therewith and
with the laws of the State of Missouri. All actions or
proceedings arising directly or indirectly from this Operating
Agreement shall be commenced and litigated only in the Circuit
Court of Jackson County, Missouri, or the United States District
Court of Missouri, Western District, located in Kansas City,
Missouri. The parties hereby consent to the jurisdiction over
them of the Circuit Court of Jackson County, Missouri, and the
United States District Court of Missouri, in all actions or
proceedings arising directly or indirectly from this Operating
Agreement.

     11.3 Entire Agreement. Except as otherwise provided herein,
this Operating Agreement together with the preamble, recitals and
Exhibits hereto, each of which are incorporated herein,
constitutes the entire agreement on the subject matter hereof and
may not be changed, modified, amended, or supplemented except in
writing, signed by the Member. All other oral or written
agreements, promises, and arrangements in relation to the subject
matter of this Operating Agreement are hereby rescinded.

     11.4 Binding Agreement. Subject to the restrictions and
encumbrances set forth herein, the terms and provisions of this
Operating Agreement shall be binding upon, be enforceable by and
inure to the benefit of the Member, and its successors and
assigns.

     11.5 Interpretation. The descriptive headings contained in
this Operating Agreement are for convenience only and are not
intended to define the subject matter of the provisions of this
Operating Agreement and shall not be resorted to for
interpretation thereof.

     11.6 Severability, If any provision of this Operating
Agreement or the application thereof to any individual or entity
or circumstance shall be invalid or unenforceable to any extent,
the remainder of this Operating Agreement and the application of
such provisions to other individuals or entities or circumstances
shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

     11.7 Saving Clause. In the event any provision of this
Operating Agreement shall be, or shall be found to be, contrary
to the Missouri Act, such provision shall be deemed amended so as
to conform with such Act.

     11.8 Further Documentation. Each of the parties hereto
agrees in good faith to execute such further or additional
documents as may be necessary or appropriate to fully carry out
the intent and purpose of this Operating Agreement.

     11.9 Indemnification. The Company shall indemnify any Member
or Manager of the Company who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, arbitration, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in
the right of the Company, by reason of the fact that such Member
or Manager is or was a Member or Manager of the Company or is or
was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture,
trust, or other enterprise, against liability incurred in
connection with such action, arbitration, suit or proceeding,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Member or
Manager in connection with such action, arbitration, suit or
proceeding, including any appeal thereof, if such Member or
Manager acted in good faith and in a manner such Member or
Manager reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such Member's
or Manager's conduct was unlawful, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such Member or Manager shall have been adjudged to be
liable for gross negligence or gross misconduct in the
performance of such Member's or Manager's duty to the Company
unless and only to the extent that the court or arbitration in
which the action, arbitration or suit was brought determines upon
application that, despite the adjudication of liability and in
view of all the circumstances of the case, such Member or Manager
is fairly and reasonably entitled to indemnity for such expenses
which the court or arbitration shall deem proper. The termination
of any action, arbitration, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption
that the Member or Manager did not act in good faith and in a
manner which such Member or Manager reasonably believed to be in
or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that such Member's or Manager's conduct was
unlawful.

     IN WITNESS WHEREOF, the parties hereto have signed this
Operating Agreement to be effective on the date first above
written.

                         COPIER SOLUTIONS, LLC,
                         a Missouri limited liability company


                         By:/s/ Colin Dobell
                         Colin Dobell, Manager

                         MUNICIPAL SOLUTIONS, LLC,
                         a Delaware limited liability company


                         By:/s/ Colin Dobell
                         Colin Dobell, Manager


                         /s/ Colin Dobell
                         Colin Dobell, Manager of Copier
                         Solutions, LLC

                                                    Exhibit B-117

                         eCHANNEL, INC.
              RESTATED CERTIFICATE OF INCORPORATION

     eChannel, Inc., a corporation organized and existing under
the Delaware General Corporation Law (the "DGCL"), does hereby
certify:

     1.   The original Certificate of Incorporation was filed
with the Secretary of State on August 24, 1994, and the name
under which it was originally incorporated was ArtNet, Inc.

     2. The following Restated Certificate of Incorporation was
duly adopted by the corporation's Board of Directors in
accordance with the provisions of Section 245 of the DGCL and
only restates and integrates and does not further amend the
provisions of the corporation's Certificate of Incorporation as
heretofore amended and supplemented, and there is not discrepancy
between those provisions and the following:

                         ARTICLE I. NAME

     The name of this corporation shall be eChannel, Inc.

                       ARTICLE 2. DURATION

     This corporation is organized under the DGCL and shall have
perpetual existence.

                  ARTICLE 3. PURPOSE AND POWERS

     The nature of the business and the purposes to be conducted
and promoted by this corporation are to engage in any lawful act
or activity that a corporation formed under the DGCL, or any
amendment thereto or substitute therefor, may at the time
lawfully exercise

                    ARTICLE 4. CAPITAL STOCK

4.1  Authorized Capital

     This corporation is authorized to issue two classes of
stock; "Common Stock" and "Preferred Stock." The total number of
shares that this corporation is authorized to issue is
17,500,000.

     The total authorized stock of this corporation shall consist
of 12,500,000 shares of Common Stock, par value $.001 per share,
and 5,000,000 shares of Preferred Stock, par value $.001 per
share.

4.2  Issuance or Preferred Stock in Series

     The Preferred Stock may be issued from time to time in one
or more series, the shares of each series to have such voting
powers, full or limited, and such designations, preferences and
relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof as are stated
and expressed herein or in the resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors

     4.2.1  Authority of the Board of Directors

     Authority is hereby expressly granted to the Board of
Directors of this corporation, subject to the provisions of the
Article 4 and to the limitations prescribed by law, to authorize
the issue of one or more series of Preferred Stock, and with
respect to each such series to fix by resolution or resolutions
providing for the issue of each series the number or shares of
such series, the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and
relative, participating, optional or other special rights and the
qualifications, limitations or restrictions thereof. The
authority of the Board of Directors with respect to each series
of Preferred Stock shall include, but not be limited to, the
determination or fixing of the following:

          (a)  The number of shares of that series,

          (b)  The distinctive designation of that series;

          (c)  The dividend rate on the shares of such series,
the conditions and dates on which such dividends shall be
payable, the relation that such dividends shall bear to the
dividends payable on any other class or classes of stock and
whether such dividends shall be cumulative or noncumulative and,
if so, from which date or dates;

          (d)  The extent, if any, to which the holders of the
shares of such series shall be entitled to vote with respect to
the election of directors or otherwise, including the right to
elect a specified number or class of directors, the number or
percentage of votes required for certain actions, and the extent
to which a vote by class or series shall be required for certain
actions;

          (e)  Whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or
classes or of any other series of any class or classes of stock
of this corporation and, if provision is made for conversion or
exchange, the times, prices, rates, adjustments, and other terms
and conditions of such conversion or exchange;

          (f)  Whether the shares of such series shall be
redeemable by this corporation and, if provision is made for
redemption, the times, prices, rates, adjustments, and other
terms and conditions of such redemption;

          (g)  The terms and amounts of any sinking fund provided
for the purchase or redemption of the shares of such series,

          (h)  The rights of the holders of the shares of such
series in the event of voluntary or involuntary liquidations of,
dissolution or winding up of, or upon the distribution of the
assets of this corporation;

          (i)  The restrictions, if any, on the issue or reissue
of any Preferred Stock; and

          (j)  The extent, if any, to which any committee of the
Board of Directors may fix the designations and any of the
preferences or rights of the shares of such series relating to
dividends, redemption, dissolution, any distribution of assets of
this corporation, or the conversion into or exchange of such
shares for shares of any other class or classes of stock of this
corporation, or any other series of the same or any other class
or classes of stock of this corporation, or fix the number of
shares of any such series or authorize the increase or decrease
in the shares of such series.

     4.2.2  Dividends

     Subject to any preferential rights granted for any series of
Preferred Stock, the holders of shares of the Common Stock shall
be entitled to receive dividends, out of the funds of this
corporation legally available therefor at the rate and at the
time or times, whether cumulative or noncumulative, as may be
provided by the Board of Directors. The holders of shares of the
Preferred Stock shall be entitled to receive dividends to the
extent provided herein or by the Board of Directors in
designating the particular series of Preferred Stock. The holders
of shares of the Common Stock shall not be entitled to receive
any dividends thereon other than the dividends referred to in
this Section 4.2.

     4.2.3  Voting

     The holders of shares of the Common Stock, on the basis of
one vote per share, shall have the right to vote for the election
of members of the Board of Directors of this corporation and the
right to vote on all other matters, except those matters on which
a separate class of this corporation's stockholders vote by class
or series to the exclusion of the holders of the shares of the
Common Stock. To the extent provided herein or by resolution or
resolutions of the Board of Directors providing for the issue of
a series of Preferred Stock, the holders of each such series
shall have the right to vote for the election of members of the
Board of Directors of this corporation and the right to vote on
all other matters, except those matters in which a separate class
of this corporation's stockholders vote by class or series to the
exclusion of the holders of the shares of such series. Except
with respect to the election of directors, a holder of Preferred
Stock will have the right to that number of votes equal to the
number of shares of Common Stock issuable upon conversion of its
Preferred Stock at the time the shares are voted.

     4.2.4  Issuance of Shares

     This corporation may from time to time issue and dispose of
any of the authorized and unissued shares of the Common Stock or
the Preferred Stock for such consideration as may be fixed from
time to time by the Board of Directors, without action by the
stockholders. The Board of Directors may provide for payment
therefor to be received by this corporation in cash, property,
services or such other consideration as is approved by the Board
of Directors. Any and all such shares of the Common Stock or the
preferred Stock of this corporation, the issuance of which has
been so authorized, and for which consideration so fixed by the
Board of Directors has been paid or delivered, shall be deemed
fully paid stock and shall not be liable to any further call or
assessment thereon.

4.3  Designation of Series A Preferred Stock

     The following series of Preferred Stock is hereby
designated, which series shall have the rights, preferences,
privileges and limitations as set forth below in this Section
4.3:

     4.3.1  Series A Preferred Stock

     The series of Series A Preferred Stock, consisting of
520,000 shares, par value $.001 per share, authorized herein,
shall be designated herein as the "Series A Stock" and shall be
convertible into shares of the Common Stock, as described in
Section 4.3.5.

     The rights, preferences, restrictions and other matters
relating to the Series A Stock are set forth below.

     4.3.2  Dividends

     Dividends shall be declared and set aside for any shares of
the Series A Stock only upon resolution of the Board of
Directors; provided, however, that:

          (a)  General.   Subject to the rights of the holders,
if any, of any outstanding shares of Preferred Stock of this
corporation having a preferential right to dividends ranking
equal or superior to the rights of the holders of Series A Stock,
the holders of record of outstanding shares of Series A Stock
shall be entitled to receive, out of funds legally available
therefor, a noncumulative cash dividend, if and when declared by
the Board of Directors in its discretion. Such dividend, if and
so declared, shall be paid at such time or times as shall be
determined by the Board of Directors.

          (b)  Limitation on Common Stock Distributions. No
dividend, redemption or similar distribution may be declared or
paid on shares of the Common Stock, shares of the Series B
Preferred Stock (the "Series B Stock") or on any other shares of
capital stock of this corporation ranking below the Series A
Stock with respect to the payment of dividends, unless an equal
or greater dividend is paid on the Series A Stock.


     4.3.3  Liquidation Rights

     Upon the voluntary or involuntary dissolution, liquidation
or winding up of this corporation, the assets of this corporation
available for distribution to its stockholders shall be
distributed in the following order and amounts:

          (a)  General.

               (i)  The holders, if any, of any outstanding
shares of Preferred Stock of this corporation having a
preferential right to liquidation payments ranking superior to
the rights of the holders of Series A Stock and Series B Stock
shall be entitled to receive the full preferential amount per
share held by them (the "Superior Liquidation Amount"). If the
assets of this corporation shall be insufficient to permit the
payment of the full Superior Liquidation Amount, then the assets
of this corporation available for distribution shall be
distributed ratably among the holders of the shares of such
superior Preferred Stock in the same proportions as the full
Superior Liquidation Amount each such holder would otherwise be
entitled to receive bears to the total of the full Superior
Liquidation Amount that would otherwise be payable to all holders
of such superior Preferred Stock

               (ii)  If, upon completion of the distribution
required by Section 4.3.3(a)(i), assets remain in this
corporation. the holders, if any, of any outstanding shares of
Preferred Stock of this corporation having a preferential right
to liquidation payments ranking equal to the rights of the
holders of Series A Stock and Series B Stock shall be entitled to
receive the liquidation payment specified for such shares held by
them (the "Parity Liquidation Amount'), the holders of shares of
Series A Stock shall be entitled to receive $1.00 for each
outstanding share of Series A Stock held by them, plus any
declared but unpaid dividend per share on such outstanding shares
of Series A Stock (the "Series A Liquidation Amount"), and the
holders of shares of Series B Stock shall be entitled to receive
$3.00 for each outstanding share of Series B Stock held by them,
plus any declared but unpaid dividends per share on such
outstanding shares of Series B Stock (the "Series B Liquidation
Amount"). If upon the occurrence of such event, the assets of
this corporation shall be insufficient to permit the payment of
the full Parity Liquidation Amount, the full Series A Liquidation
Amount and the full Series B Liquidation Amount, then the assets
of this corporation available for distribution shall be
distributed ratably among the holders of the shares of Preferred
Stock ranking equal to the Series A Stock and Series B Stock and
the holders of the Series A Stock and Series B Stock in the some
proportions as the aggregate of the Parity Liquidation Amount,
Series A Liquidation Amount and Series B Liquidation Amount each
such holder would otherwise be entitled to receive bears to the
total Parity Liquidation Amount, Series A Liquidation Amount and
Series B Liquidation Amount that would otherwise be payable to
all such holders

          (b)  Limitation. Upon the completion of the
distributions contemplated pursuant to Section 4.3.3(a)(i) and
(ii), if assets remain in this corporation, such remaining assets
shall be distributed to the holders of any other class or series
of Preferred Stock of this corporation having a liquidation
preference to the extent of, and in accordance with, such
preference, and then the holders of Common Stock and any other
outstanding shares of Preferred Stock of this corporation
entitled to share in the residual value of this corporation shall
be entitled to share ratably (as though all such shares of and
other preferred stock were converted to Common Stock under the
provisions of the Certificate of Incorporation or statements of
relative rights and preferences applicable to such stock) in the
remaining assets of this corporation.

          (c)  Treatment of Consolidations. Mergers and Sales of
Assets.   The effectuation by this corporation or third-party
acquirors of a transaction or series of transactions in which
more than 80% of the voting power of this corporation is disposed
of to a single person or group of affiliated persons or the sale
of all or substantially all of the assets of this corporation or
the acquisition of this corporation by another entity by means of
merger or otherwise resulting in the exchange of the outstanding
shares of this corporation for securities of or consideration
issued, or caused to be issued, by the acquiring entity or any of
its affiliates shall be regarded as a liquidation within the
meaning of this Section 4.3.3; provided, however, that each
holder of Series A Stock, Series B Stock or other shares of
convertible preferred stock of this corporation shall have the
right to elect the benefits of the provisions of Section 4.3.5 or
other applicable conversion provisions in lieu of receiving
payment in liquidation, dissolution or winding up of this
corporation pursuant to this Section 4.3.3.

          (d)  Distributions Other Than Cash. Whenever the
distribution provided for in this Section 4.3.3 shall be payable
in property other than cash, the value of such distribution shall
be the fair market value of such property as determined in good
faith by the Board of Directors

     4.3.4  Voting Power

     Except as otherwise expressly provided in Section 4.3.8, or
as required by law, each holder of Series A Stock shall be
entitled to vote on all matters and shall be entitled to that
number of votes equal to the largest number of whole shares of
Common Stock into which such holders shares of Series A Stock
could be converted under Section 4.3.5, at the record date for
the determination of stockholders entitled to vote on such
matter, or, if no such record date is established, at the date on
which notice of the meeting of stockholders at which the vote is
to be taken is mailed, or the date any written consent of
stockholders is solicited if the vote is not to be taken at a
meeting. Except as otherwise expressly provided by the General
Corporation Law of the State of Delaware, the holders of shares
of Series A Stock, Series B Stock and Common Stock shall vote
together as a single class on all matters.

     4.3.5  Conversion Rights

     The holders of the Series A Stock shall have the following
rights with respect to the conversion of Series A Stock into
shares of Common Stock:

          (a)  General.


               (i)  Voluntary Conversion. Any share of the Series
A Stock may, at the option of the holder, be converted at any
time into such number of fully paid and nonassessable shares of
Common Stock as are equal to the product obtained by multiplying
Series A Conversion Rate (determined under Section 4.3.5(b)) by
the number of shares of Series A Stock being converted.

               (ii)  Mandatory Conversion. Each share of Series A
Stock shall be converted automatically, without any further
action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to this
corporation or its transfer agent for the Common Stock, into the
number of shares of Common Stock into which such Series A Stock
is convertible pursuant to Section 4.3.5(a)(i) upon the earliest
of(A) prior to the closing of a primary, public offering by this
corporation of shares of Common Stock, registered under the
Securities Act of 1933, as amended, in which the aggregate
offering is at least $10,000,000 (before deduction of
underwriters' discounts and commissions and expenses of the
offering) and the per share price at which such shares of Common
Stock are offered to the public is at least $5.00 (appropriately
adjusted to reflect the occurrence of any stock splits, stock
dividends or other recapitalizations), (B) conversion into Common
Stock of that number of shares of Series A Stock equal to 50% of
the aggregate of the shares of Series A Stock originally issued
by this corporation, and (C) the consent or vote by holders of
50% of the Series A Stock then outstanding to such conversion.

          (b)  Conversion Rate. The conversion rate for Series A
Stock in effect at any time (the "Series A Conversion Rate")
shall equal $1.00 divided by the Series A Conversion Price,
calculated as provided in Section 4.3 5(c).

          (c)  Conversion Price. The conversion price for Series
A Stock in effect from time to time, except as adjusted in
accordance with this Section 4.3.5, shall be $1.00 (the 'Series A
Conversion Price").

          (d)  Conversion Price Adjustments of Preferred Stock
for Certain Dilutive Issuance, Splits and Combinations. The
Series A Conversion Price shall be subject to adjustment from
time to time as follows:

               (i)  (A) If this corporation shall issue, after
the date on which any shares of Series A Stock were first issued
(the "Series A Purchase Date"), any Additional Stock (as defined
in Section 4 3.5(d)(ii)) without consideration or for a
consideration per share less than the Series A Conversion Price
in effect immediately prior to the issuance of such Additional
Stock, the Series A Conversion Price in effect immediately prior
to each such issuance shall forthwith (except as otherwise
provided in this clause (i)) be adjusted to a price determined by
multiplying such Series A Conversion Price by a fraction the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number of
shares of Common Stock that the aggregate consideration received
by this corporation for such issuance would purchase at such
Series A Conversion Price and the denominator of which shall be
the number of shares of Common Stock outstanding immediately
prior to such issuance plus the number of shares of such
Additional Stock.

                    (B)  No adjustment of the Series A Conversion
Price shall be made in an amount less than one cent per share,
provided that any adjustments that are not required to be made by
reason of this sentence shall be carried forward and shall be
either taken into account in any subsequent adjustment made prior
to three years from the date of the event giving rise to the
adjustment being carried forward, or shall be made at the end of
three years from the date of the event giving rise to the
adjustment being carried forward. Except to the limited extent
provided for in Sections 4.3.5(d)(i)(E)(3) and (4), no adjustment
of such Series A Conversion Price pursuant to this Section
4.3.5(d)(i) shall have the effect of increasing the Series A
Conversion Price above the Series A Conversion Price in effect
immediately prior to such adjustment.

                    (C)  in the case of the issuance of
Additional Stock for cash, consideration shall be deemed to be
the amount of cash paid therefor before deducting any reasonable
discounts, commissions or other expenses allowed, paid or
incurred by this corporation for any underwriting or otherwise in
connection with the issuance and sale thereof

                    (D)  in the case of the issuance of the
Additional Stock for a consideration in whole or in part other
than cash, the consideration other than cash shall be deemed to
be the fair value thereof as determined by the Board of Directors
irrespective of any accounting treatment.

                    (E)  in the case of the issuance of options
to purchase or rights to subscribe for Additional Stock,
securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following
provisions shall apply for all purposes of this Section
4.3.5(d)(i) and Section 4.3.5(d)(ii):

                         (1)  The aggregate maximum number of
shares of Common Stock deliverable upon exercise (assuming the
satisfaction of any conditions to exercisability, including,
without limitation, the passage of time, but without taking into
account potential antidilution adjustments) of such options to
purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were
issued and for a consideration equal to the consideration
(determined in the manner provided in Sections 4.3.5(d)(i)(C) and
(D)). if any, received by this corporation upon the issuance of
such options or rights plus the minimum exercise price provided
in such options or rights (without taking into account potential
antidilution adjustments) for the Common Stock thereby.

                         (2)  The aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in
exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation,
the passage of time, but without taking into account potential
antidilution adjustments) for any such convertible or
exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange
thereof shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and
for a consideration equal to the consideration, if any, received
by this corporation for any such securities and related options
or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by this corporation
(without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the
exercise of any related options or rights (the consideration in
each case to be determined in the manner provided in Sections
4.3.5(d)(i)(C) and (D))

                         (3)  In the event of any change in the
number of shares of Common Stock deliverable or in the
consideration payable to this corporation upon exercise of such
options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions
thereof, the Series A Conversion Price, to the extent in any way
affected by or computed using such options, rights or securities,
shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock
or any payment of such consideration upon the exercise of any
such options or rights or the conversion or exchange of such
securities.

                         (4)  Upon the expiration of any such
options or rights, the termination of any such rights to convert
or exchange, or the expiration of any options or rights related
to such convertible or exchangeable securities, the Series A
Conversion Price, to the extent in any way affected by or
computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to reflect
the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, the
conversion or exchange of such securities, or upon the exercise
of the options or rights related to such securities.

                         (5)  The number of shares of Additional
Stock deemed issued and the consideration deemed paid therefor
pursuant to Sections 4.3 .5(d)(i)(E)(1) and (2) shall be
appropriately adjusted to reflect any change, termination or
expiration of the type described in either Section
4.3.5(d)(i)(E)(3) or (4).

               (ii)  "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to
Section 4.3.5(d)(i)(E)) by this corporation after the Series A
Purchase Date other than

                    (A)  Common Stock issued pursuant to a
transaction described in Section 4.3.5(d)(iii);

                    (B)  the issuance and sale of, or the grant
of options to purchase, 1,000.000 shares of Common Stock to
employees or consultants of this corporation; and

                    (C)  shares of Common Stock issued or
issuable pursuant to options, warrants and convertible Preferred
Stock outstanding as of the Series A Purchase Date, or pursuant
to conversion of any convertible securities issuable upon
exercise of options or warrants outstanding as of the Series A
Purchase Date.

               (iii)  In the event this corporation should at any
time or from time to time after the Series A Purchase Date fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of
holders of the Common Stock entitled to receive a dividend or
other distribution payable in additional shares of Common Stock
or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or
subdivision if no record date is fixed), the Series A Conversion
Price shall be appropriately decreased so that the number of
shores of Common Stock issuable on conversion of each share of
such series shall be increased in proportion to such increase of
the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents with the
number of shares issuable with respect to Common Stock
Equivalents determined from time to time in the manner provided
for deemed issuances in Section 4.3.5(d)(i)(E)

               (iv)  If the number of shares of Common Stock
outstanding at any time after the Series A Purchase Date is
decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the
Series A Conversion Price shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion
of each share of such series shall be decreased in proportion to
such decrease in outstanding shares.

          (e)  Other Distributions. In the event this corporation
shall declare a distribution payable in securities of other
persons, evidences of indebtedness issued by this corporation or
other persons, assets (excluding cash dividends) or options or
rights not referred to in Section 4.3.5(d)(iii), then, in each
such case for the purpose of this Section 4.3.5(e), the holders
of the Series A Stock shall be entitled to a proportionate share
of such distribution as though they were the holders of the
number of shares of Common Stock of this corporation into which
their shares of Series A Stock are convertible as of the record
date fixed for the determination of be holders of the Common
Stock of this corporation entitled to receive such distribution.

          (f)  Recapitalizations. If at any time or from time to
time there shall be a recapitalization of the Common Stock (other
than a subdivision, combination or merger or sale-of-assets
transaction provided for elsewhere in this Section 4.3.5);
provision shall be made so that the holders of the Series A Stock
shall thereafter be entitled to receive upon conversion of the
Series A Stock the number of shares of stock or other securities
or property of this corporation, or otherwise, to which a holder
of the Common Stock deliverable upon conversion would have been
entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of
this Section 4.3.5 with respect to the rights of the holders of
the Series A Stock after the recapitalization to the end that the
provisions of this Section 4.3.5 (including adjustment of the
Series A Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series A Stock) shall be
applicable after that event as nearly equivalent as may be
practicable.

          (g)  No Impairment. This corporation will not, by
amendment of its Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by this corporation, but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 4.3.5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series A Stock against impairment.

          (h)  No Fractional Shares and Certificate as to
Adjustments.

               (i)  No fractional shares shall be issued upon the
conversion of any share or shares of the Series A Stock and the
number of shares of Common Stock to be issued shall be rounded to
the nearest whole share. Whether or not fractional shares are
issuable upon such conversion shall be determined on the basis of
the total number of shares of Series A Stock the holder is at the
time converting into Common Stock and the number of shares of
Common Stock issuable upon such aggregate conversion

               (ii)  Upon the occurrence of each adjustment or
readjustment of the Series A Conversion Price pursuant to this
Section 4.3.5, this corporation, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series A
Stock a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or
readjustment is based. This corporation shall, upon the written
request at any time of any holder of the Series A Stock, furnish
or cause to be furnished to such holder a like certificate
setting forth (A) such adjustment and readjustment, (B) the
Series A Conversion Price at the time in effect, and (C) the
number of shares of Common Stock and the amount, if any, of other
property that at the time would be received upon the conversion
of a share of Series A Stock.

          (i)  Notices of Record Date. in the event of any taking
by this corporation of a record of the holders of any class of
securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend)
or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, this
corporation shall mail to each holder of the Series A Stock, at
least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right

          (j)  Reservation of Stock Issuable Upon Conversion.
This corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the shares of the
Series A Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of
all outstanding shares of the Series A Stock; and if at any time
the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then
outstanding shares of the Series A Stock, in addition to such
other remedies as shall be available to the holder of such Series
A Stock, this corporation will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to
these articles.

          (k)  Notices. Any notice required by the provisions of
this Section 4.3.5 to be given to the holders of shares of Series
A Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at
its address appearing on the books of this corporation.

     4.3.6  No Reissuance of Stock

     No share or shares of Series A Stock redeemed, converted,
purchased or otherwise acquired by this corporation shall be
reissued, and all such shares shall be canceled, retired and
eliminated from the shares that this corporation shall be
authorized to issue. This corporation may from time to rime take
such appropriate corporate action as may be necessary to reduce
the authorized number of shares of the Series A Stock
accordingly.

     4.3.7  Redemption

     There shall be no redemption provisions for the Series A
Stock.

     4.3.8  Protective Limitations

     Except as expressly provided herein or as required by law,
so long as at least 300,000 shares of the Series A Stock remain
outstanding, this corporation shall not, without the approval (by
vote or written consent) of the holders of a majority of the then
outstanding shares of Series A Stock:

          (a)  authorize or issue (or obligate itself to
authorize or issue) any security or reclassify any class or
series of securities of this corporation senior to or on a parity
with the Series A Stock as stated by the terms hereof;

          (b)  amend or repeal any provision of, or add any
provision to, this corporation's Certificate of Incorporation or
By-laws (the "By-laws") to change the rights of the Series A
Stock, or increase or decrease the number of authorized shares of
the Series A Stock;

          (c)  sell, lease, convey or otherwise dispose of all or
substantially all of its assets, or effect any transaction or
series of related transactions in which more than 80% of the
voting power of this corporation is disposed of, any merger with
another corporation (other than a merger in which this
corporation is the surviving entity and the holders of a majority
of the voting power of this corporation's capital stock
immediately prior to such merger own at least a majority of the
voting power of this corporations capital stock after such
merger); or

          (d)  redeem or repurchase (or enter into any agreement
to become obligated to redeem or repurchase) any shares of Common
Stock (other than pursuant to employee stock vesting or
repurchase agreements for the benefit of employees, advisors,
officers, directors, consultants and service providers approved
by the Board of Directors).

     4.3.9  Notices of Record Date

     In the event of:

          (a)  any capital reorganization of this corporation,
any reclassification or recapitalization of the capital stock of
this corporation, any merger or consolidation of this
corporation, or any transfer of all or substantially all of the
assets of this corporation, or

          (b)  any voluntary or involuntary dissolution,
liquidation or winding up of this corporation,

then and in each such event this corporation shall mail or
deliver or cause to be mailed or delivered to each holder of
Series A Stock a notice specifying (i) the date on which any such
reorganization, reclassification, recapitalization, merger,
consolidation, transfer, dissolution, liquidation or winding up
is expected to become effective and (ii) the time, if any, that
is to be fixed, as to when the holders of record of Common Stock
(or other securities) shall be entitled to exchange their shares
of Common Stock (or other securities) for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, merger, consolidation, transfer, dissolution,
liquidation or winding up. Such notice shall be mailed or
delivered at least 20 days prior to the date specified in such
notice on which such action is to be taken.

4.4  Designation of Series B Preferred Stock

     The following series of Preferred Stock is hereby
designated, which series shall have the rights, preferences
privileges and limitations as set forth below in this Section
4.4:

     4.4.1  Series B Preferred Stock

     The series of Series B Preferred Stock, consisting of
166,667 shares, par value $.001 per share, authorized herein,
shall be designated herein as the "Series B Stock" and shall be
convertible into shares of the Common Stock, as described in
Section 4 4.5

     The rights, preferences, restrictions and other matters
relating to the Series B Stock are set forth below.

     4.4.2  Dividend

     Dividends shall be declared and set aside for any shares of
the Series B Stock only upon resolution of the Board of
Directors; provided, however, that:

          (a) General. Subject to the rights of the holders, if
any, of any outstanding shares of Preferred Stock of this
corporation having a preferential right to dividends ranking
equal or superior to the rights of the holders of Series B Stock,
the holders of record of outstanding shares of Series B Stock
shall be entitled to receive, out of funds legally available
therefor, a noncumulative cash dividend, if and when declared by
the Board of Directors in its discretion. Such dividend, if and
so declared, shall be paid at such time or times as shall be
determined by the Board of Directors.

          (b) Limitation on Common Stock Distributions. No
dividend, redemption or similar distribution may be declared or
paid on shares of the Common Stock, shares of the Series A Stock
or on any other shares of capital stock of this corporation
ranking below the Series B Stock with respect to the payment of
dividends, unless an equal or greater dividend is paid on the
Series B Stock.

     4.4.3  Liquidation Rights

     Upon the voluntary or involuntary dissolution, liquidation
or winding up of this corporation, the assets of this corporation
available for distribution to its stockholders shall be
distributed in the following order and amounts:

          (a)  General

               (i) The holders, if any, of any outstanding shares
of Preferred Stock of this corporation having a preferential
right to liquidation payments ranking superior to the rights of
the holders of Series A Stock and Series B Stock shall be
entitled to receive the full preferential amount per share held
by them (the "Superior Liquidation Amount"). If the assets of
this corporation shall be insufficient to permit the payment of
the the Superior Liquidation Amount, then the assets of this
corporation available for distribution shall be distributed
ratably among the holders of the shares of such superior
Preferred Stock in the same proportions as the full Superior
Liquidation Amount each such holder would otherwise be entitled
to receive bears to the total of the full Superior Liquidation
Amount that would otherwise be payable to all holders of such
superior Preferred Stock.

               (ii)  If, upon completion of the distribution
required by Section 4.4.3(a)(i), assets remain in this
corporation, the holders, if any, of any outstanding shares of
Preferred Stock of this corporation having a preferential right
to liquidation payments ranking equal to the rights of the
holders of Series A Stock and Series B Stock shall be entitled to
receive the liquidation payment specified for such shares held by
them (the "Parity Liquidation Amount"),the holders of shares of
Series A Stock shall be entitled to receive $1.00 for each
outstanding share of Series A Stock held by them, plus any
declared but unpaid dividend per share on such outstanding shares
of Series A Stock (the "Series A Liquidation Amount"), and the
holders of shares of Series B Stock shall be entitled to receive
$3.00 for each outstanding share of Series B Stock held by them,
plus any declared but unpaid dividend per share on such
outstanding shares of Series B Stock (the "Series B Liquidation
Amount"). If upon the occurrence of such event, the assets of
this corporation shall be insufficient to permit the payment of
the full Parity Liquidation Amount, the full Series A Liquidation
Amount and the Kill Series B Liquidation Amount, then the assets
of this corporation available for distribution shall be
distributed ratably among the holders of the shares of Preferred
Stock ranking equal to the Series A Stock and Series B Stock and
the holders of the Series A Stock and Series B Stock in the same
proportions as the aggregate of the Parity Liquidation Amount,
Series A Liquidation Amount and Series B Liquidation Amount each
such holder would otherwise be entitled to receive bears to the
total Parity Liquidation Amount, Series A Liquidation Amount and
Series B Liquidation Amount that would otherwise be payable to
all such holders

          (b)  Limitation. Upon the completion of the
distributions contemplated pursuant to Section 4.4.3(a)(i) and
(ii), if assets remain in this corporation, such remaining assets
shall be distributed to the holders of any other class or series
of Preferred Stock of this corporation having a liquidation
preference to the extent of, and in accordance with, such
preference, and then the holders of Common Stock and any other
outstanding shares of Preferred Stock of this corporation
entitled to share in the residual value of this corporation shall
be entitled to share ratably (as though all such shares of and
other preferred stock were converted to Common Stock under the
provisions of the Certificate of Incorporation or statements of
relative rights and preferences applicable to such stock) in the
remaining assets of this corporation.

          (c)  Treatment of Consolidations, Mergers and Sales of
Assets. The effectuation by this corporation or third-party
acquirors of a transaction or series of transactions in which
more than 80% of the voting power of this corporation is disposed
of to a single person or group of affiliated persons or the sale
of all or substantially all of the assets of this corporation or
the acquisition of this corporation by another entity by means of
merger or otherwise resulting in the exchange of the outstanding
shares of this corporation for securities of or consideration
issued, or caused to be issued, by the acquiring entity or any of
its affiliates shall be regarded as a liquidation within the
meaning of this Section 443, , however, that each holder of
Series A Stock, Series B Stock or other shares of convertible
preferred stock of this corporation shall have the right to elect
the benefits of the provisions of Section 4.4.5 or other
applicable conversion provisions in lieu of receiving payment in
liquidation, dissolution or winding up of this corporation
pursuant to this Section 4.4.3.

          (d)  Distributions Other Than Cash. Whenever the
distribution provided for in this Section 4.4.3 shall be payable
in property other than cash, the value of such distribution shall
be the fair market value of such property as determined in good
faith by the Board of Directors.

     4.4.4  Voting Power

     Except as required by law, each holder of Series B Stock
shall be entitled to vote on all matters and shall be entitled to
that number of votes equal to the largest number of whole shares
of Common Stock into which such holders shares of Series B Stock
could be converted under Section 4.4.5, at the record date for
the determination of stockholders entitled to vote on such
matter, or, if no such record date is established, at the date on
which notice of the meeting of stockholders at which the vote is
to be taken is mailed, or the date any written consent of
stockholders is solicited if the vote is not to be taken at a
meeting. Except as otherwise expressly provided by the General
Corporation Law of the State of Delaware, the holders of shares
of Series A Stock, Series B Stock and Common Stock shall vote
together as a single class on all matters.

     4.4.5  Conversion Rights

     The holders of the Series B Stock shall have the following
rights with respect to the conversion of Series 13 Stock into
shares of Common Stock:

          (a)  General

               (i) Voluntary Conversion. Any share of the Series
B Stock may, at the option of the holder, be converted at any
time into such number of fully paid and nonassessable shares of
Common Stock as are equal to the product obtained by multiplying
the Series B Conversion Rate (determined under Section 4.4.5(b))
by the number of shares of Series B Stock being converted.

               (ii)  Mandatory Conversion. Each share of Series B
Stock shall be converted automatically, without any further
action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to this
corporation or its transfer agent for the Common Stock, into the
number of shares of Common Stock into which such Series B Stock
is convertible pursuant to Section 4.4.5(a)(i) upon the earliest
of (A) immediately prior to the closing of a primary, public
offering by this corporation of shares of Common Stock,
registered under the Securities Act of 1933, as amended, in which
the aggregate offering is at least $10,000,000 (before deduction
of underwriters' discounts and commissions and expenses of the
offering) and the per share price at which such shares of Common
Stock are offered to the public is at least $5.00 (appropriately
adjusted to reflect the occurrence of any stock splits, stock
dividends or other recapitalizations). (B) conversion into Common
Stock of that number of shares of Series B Stock equal to 50% of
the aggregate of the shares of Series B Stock originally issued
by this corporation, and (C) the consent or vote by holders of
50% of the Series B Stock then outstanding to such conversion

          (b)  Conversion Rate.   The conversion rate for Series
B Stock in effect at any time (the "Series B Conversion Rate")
shall equal $3.00 divided by the Series B Conversion Price,
calculated as provided in Section 4.4.5(c).

          (c)  Conversion Price. The conversion price for Series
B Stock in effect from time to time, except as adjusted in
accordance with this Section 4.4.5, shall be $3.00 (the "Series B
Conversion Price").

          (d)  Conversion Price Adjustments of Preferred Stock
for Certain Dilutive Issuances, Splits and Combinations. The
Series B Conversion Price shall be subject to adjustment from
time to time as follows;

               (i) (A)  If this corporation shall issue, after
the date on which any shares of Series B Stock were first issued
(the 'Series B Purchase Date"), any Additional Stock (as defined
in Section 4.4.5(d)(ii)) without consideration or for a
consideration per share less than the Series B Conversion Price
in effect immediately prior to the issuance of such Additional
Stock, the Series B Conversion Price in effect immediately prior
to each such issuance shall forthwith (except as otherwise
provided in this clause (i)) be adjusted to a price determined by
multiplying such Series B Conversion Price by a fraction the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number of
shares of Common Stock that the aggregate consideration received
by this corporation for such issuance would purchase at such
Series B Conversion Price and the denominator of which shall be
the number of shares of Common Stock outstanding immediately
prior to such issuance plus the number of shares of such
Additional Stock.

                    (B)  No adjustment of the Series B Conversion
Price shall be made in an amount less than one cent per share,
provided that any adjustments that are not required to be made by
reason of this sentence shall be carried forward and shall be
either taken into account in any subsequent adjustment made prior
to three years from the date of the event giving rise to the
adjustment being carried forward, or shall be made at the end of
three years from the date of the event giving rise to the
adjustment being carried forward.  Except to the limited extent
provided for in Sections 4.4.5(d)(I)(E)(3) and (4), no adjustment
of such Series B Conversion Price pursuant to this Section
4.4.5(d)(i) shall have the effect of increasing the Series B
Conversion Price above the Series B Conversion Price in effect
immediately prior to such adjustment.

                    (C)  in the case of the issuance of
Additional Stock for cash, consideration shall be deemed to be
the amount of cash paid therefor before deducting any reasonable
discounts, commissions or other expenses allowed, paid or
incurred by this corporation for any underwriting or otherwise in
connection with the issuance and sale thereof

                    (D)  In the case of the issuance of the
Additional Stock for a consideration in whole or in part other
than cash, the consideration other than cash shall be deemed to
be the fair value thereof as determined by the Board of Directors
irrespective of any accounting treatment.

                    (E)  In the case of the issuance of options
to purchase or rights to subscribe for Additional Stock,
securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following
provisions shall apply for all purposes of this Section
4.4.5(d)(i) and Section 4.4.5(d)(ii);

                         (1)  The aggregate maximum number of
shares of Common Stock deliverable upon exercise (assuming the
satisfaction of any conditions to exercisability, including,
without limitation, the passage of time, but without taking into
account potential antidilution adjustments) of such options to
purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were
issued and for a consideration equal to the consideration
(determined in the manner provided in Sections 4.4.5(d)(i)(C) and
(D)), if any, received by this corporation upon the issuance of
such options or rights plus the minimum exercise price provided
in such options or rights (without taking into account potential
antidilution adjustments) for the Common Stock covered thereby.

                         (2)  The aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in
exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation,
the passage of time, but without taking into account potential
antidilution adjustments) for any such convertible or
exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange
thereof shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and
for a consideration equal to the consideration, if any, received
by this corporation for any such securities and related options
or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by this corporation
(without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the
exercise of any related options or rights (the consideration in
each case to be determined in the manner provided in Sections
4.4.5(d)(i)(C) and (D)).

                         (3)  In the event of any change in the
number of shares of Common Stock deliverable or in the
consideration payable to this corporation upon exercise of such
options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions
thereof, the Series B Conversion Price, to the extent in any way
affected by or computed using such options, rights or securities,
shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock
or any payment of such consideration upon the exercise of any
such options or rights or the conversion or exchange of such
securities.

                         (4)  Upon the expiration of any such
options or rights, the termination of any such rights to convert
or exchange, or the expiration of any options or rights related
to such convertible or exchangeable securities, the Series B
Conversion Price, to the extent in any way affected by or
computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to reflect
the issuance of only the number of shares or Common Stock (and
convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, upon
the conversion or exchange of such securities, or upon the
exercise of the options or rights related to such securities.

                         (5)  The number of shares of Additional
Stock deemed issued and the consideration deemed paid therefor
pursuant to Sections 4.4.5(d)(i)(E)(1) and (2) shall be
appropriately adjusted to reflect any change, termination or
expiration of the type described in either Section
4.4.5(d)(i)(E)(3) or (4).

               (ii)  "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to
Section 4.4.5(d)(i)(E)) by this corporation after the Series B
Purchase Date other than

                    (A)  Common Stock issued pursuant to a
transaction described in Section 4.4.5(d)(iii),

                    (B)  the issuance and sale of, or the grant
of options to purchase, 1,000,000 shares of Common Stock to
employees or consultants of this corporation; and

                    (C)  shares of Common Stock issued or
issuable pursuant to options, warrants and convertible Preferred
Stock outstanding as of the Series B Purchase Date, or pursuant
to conversion of any convertible securities issuable upon
exercise of options or warrants outstanding as of the Series B
Purchase Date.

               (iii)  In the event this corporation should at any
time or from time to time after the Series B Purchase Date fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of
holders of the Common Stock entitled to receive a dividend or
other distribution payable in additional shares of Common Stock
or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or
subdivision if no record date is fixed), the Series B Conversion
Price shall be appropriately decreased so that the number of
shares of Common Stock issuable on conversion of each share of
such series shall be increased in proportion to such increase of
the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents with the
number of shares issuable with respect to Common Stock
Equivalents determined from time to time in the manner provided
for deemed issuances in Section 4.4.5(d)(i)(E).

               (iv)  If the number of shares of Common Stock
outstanding at any time after the Series B Purchase Date is
decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the
Series B Conversion Price shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion
of each share of such series shall be decreased in proportion to
such decrease in outstanding shares.

          (e)  Other Distributions. In the event this corporation
shall declare a distribution payable in securities of other
persons, evidences of indebtedness issued by this corporation or
other persons, assets (excluding cash dividends) or options or
rights not referred to in Section 4.4.5(d)(iii), then, in each
such case for the purpose of this Section 4.4.5(e), the holders
of the Series B Stock shall be entitled to a proportionate share
of any such distribution as though they were the holders of the
number of shares of Common Stock of this corporation into which
their shares of Series B Stock are convertible as of the record
dare fixed for the determination of the holders of the Common
Stock of this corporation entitled to receive such distribution.

          (f)  Recapitalizations. If at any time or from time to
time there shall be a recapitalization of the Common Stock (other
than a subdivision, combination or merger or sale-of assets
transaction provided for elsewhere in this Section 4 4.5),
provision shall be made so that the holders of the Series B Stock
shall thereafter be entitled to receive upon conversion of the
Series B Stock the number of shares of stock or other securities
or property of this corporation, or otherwise, to which a holder
of the Common Stock deliverable upon conversion would have been
entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of
this Section 4.4.5 with respect to the rights of the holders of
the Series B Stock after the recapitalization to the end that the
provisions of this Section 4.4.5 (including adjustment of the
Series B Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series B Stock) shall be
applicable after that event as nearly equivalent as may be
practicable.

          (g)  No Impairment. This corporation will not, by
amendment of its Certificate of incorporation or through any
reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by this corporation, but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 4.4.5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series B Stock against impairment.

          (h)  No Fractional Shares and Certificate as to
Adjustments.

               (i)  No fractional shares shall be issued upon the
conversion of any share or shares of the Series B Stock, and the
number of shares of Common Stock to be issued shall be rounded to
the nearest whole share. Whether or not fractional shares are
issuable upon such conversion shall be determined on the basis of
the total number of shares of Series B Stock the holder is at the
time converting into Common Stock and the number of shares of
Common Stock issuable upon such aggregate conversion.

               (ii)  Upon the occurrence of each adjustment or
readjustment of the Series B Conversion Price pursuant to this
Section 4.4.5, this corporation, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series B
Stock a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or
readjustment is based. This corporation shall, upon the written
request at any time of any holder of the Series B Stock, furnish
or cause to be furnished to such holder a like certificate
setting forth (A) such adjustment and readjustment, (B) the
Series B Conversion Price at the time in effect, and (C) the
number of shares of Common Stock and the amount, if any, of other
property that at the time would be received upon the conversion
of a share of Series B Stock.

          (i)  Notices of Record Date. In the event of any taking
by this corporation of a record of the holders of any class of
securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend)
or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, this
corporation shall mail to each holder of the Series B Stock, at
least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.

          (j)  Reservation of Stock Issuable Upon Conversion.
This corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the shares of the
Series B Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of
all outstanding shares of the Series B Stock; and if at any time
the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then
outstanding shares of the Series B Stock, in addition to such
other remedies as shall be available to the holder of such Series
B Stock, this corporation will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to
these articles.

          (k)  Any notice required by the provisions of this
Section 4.4.5 to be given to the holders of shares of Series B
Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at
its address appearing on the books of this corporation.

     4.4.6  No Reissuance of Stock

     No share or shares of Series B Stock redeemed, converted,
purchased or otherwise acquired by this corporation shall be
reissued, and all such shares shall be cancelled, retired and
eliminated from the shares that this corporation shall be
authorized to issue. This corporation may from time to time take
such appropriate corporate action as may be necessary to reduce
the authorized number of shares of the Series B Stock
accordingly.

     4.4.7  Redemption

     There shall be no redemption provisions for the Series B
Stock.

     4.4.8  Protective Limitation

     Except as expressly provided herein or as required by law,
so long as at least 100,000 shares of the Series B Stock remain
outstanding, this corporation shall not, without the approval (by
vote or written consent) of the holders of a majority of the then
outstanding shares of Series B Stock increase or decrease the
number of authorized shares of the Series B Stock

     4.4.9  Notices of Record Date

     In the event of

          (a)  any capital reorganization of this corporation,
any reclassification or recapitalization of the capital stock of
this corporation, any merger or consolidation of this
corporation, or any transfer of all or substantially all of the
assets of this corporation, or

          (b)  any voluntary or involuntary dissolution,
liquidation or winding up of this corporation,

then and in each such event this corporation shall mail or
deliver or cause to be mailed or delivered to each holder of
Series B Stock a notice specifying (i) the date on which any such
reorganization, reclassification, recapitalization, merger,
consolidation, transfer, dissolution, or winding up is expected
to become effective and (ii) the time, if any, that is to be
fixed, as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification,
recapitalization, merger, consolidation, transfer, dissolution,
liquidation or winding up Such notice shall be mailed or
delivered at least 20 days prior to the date specified in such
notice on which such action is to be taken

4.5  Designation of Series C Preferred Stock

     The following series of Preferred Stock is hereby
designated, which series shall have the rights, preferences,
privileges and limitations as set forth below in this Section
4.5:

     4.5.1  Series C Preferred Stock

     The series of Series C Preferred Stock, consisting of
133,333 shares, par value $.001 per share, authorized herein,
shall be designated herein as the "Series C Stock" and shall be
convertible into shares of Common Stock as described in Section
4.5.5.

     The rights, preferences, restrictions and other matters
relating to the Series C Stock are set forth below.

     4.5.2  Dividends

     Dividends shall be declared and set aside for any shares of
the Series C Stock only upon resolution of the Board of
Directors; provided, however, that:

          (a)  General. Subject to the rights of the holders, if
any, of any outstanding shares of Preferred Stock of this
corporation having a preferential right to dividends ranking
equal or superior to the rights of the holders of Series C Stock,
the holders of record of outstanding shares of Series C Stock
shall be entitled to receive, out of funds legally available
therefor, a noncumulative cash dividend, if and when declared by
the Board of Directors in its discretion. Such dividend, if and
so declared, shall be paid at such time or times as shall be
determined by the Board of Directors.

          (b)  Limitation on Distributions. No dividend,
redemption or similar distribution may be declared or paid on
shares of the Common Stock, shares of the Series A Stock, Series
B Stock or on any other shares of capital stock of this
corporation ranking below the Series C Stock with respect to the
payment of dividends, unless an equal or greater dividend is paid
on the Series C Stock.

     4.5.3  Liquidation Rights

     Upon the voluntary or involuntary dissolution, liquidation
or winding up of this corporation, the assets of this corporation
available for distribution to its stockholders shall be
distributed in the following order and amounts:

          (a)  General.

               (i)  The holders, if any, of any outstanding
shares of Preferred Stock of this corporation having a
preferential right to liquidation payments ranking superior to
the rights of the holders of Series A Stock, Series B Stock and
Series C Stock shall be entitled to receive the full preferential
amount per share held by them (the "Superior Liquidation
Amount").  If the assets of this corporation shall be
insufficient to permit the payment of the full Superior
Liquidation Amount, then the assets of this corporation available
for distribution shall be distributed ratably among the holders
of the shares of such superior Preferred Stock in the sane
proportions as the full Superior Liquidation Amount each such
holder would otherwise be entitled to receive bears to the total
of the full Superior Liquidation Amount that would otherwise be
payable to all holders of such superior Preferred Stock.

               (ii)  If, upon completion of the distribution
required by Section 4.5.3(a)(i), assets remain in this
corporation, the holders, if any, of any outstanding shares of
Preferred Stock of this corporation having a preferential right
to liquidation payments ranking equal to the rights of the
holders of Series A Stock, Series B Stock and Series C Stock
shall be entitled to receive the liquidation payment specified
for such shares held by them (the "Parity Liquidation Amount"),
the holders of shares of Series A Stock shall be entitled to
receive $1.00 for each outstanding share of Series A Stock held
by them, plus any declared but unpaid dividend per share on such
outstanding shares of Series A Stock (the "Series A Liquidation
Amount"), the holders of shares of Series B Stock shall be
entitled to receive $3.00 for each outstanding share of Series B
Stock held by them, plus any declared but unpaid dividend per
share on such outstanding shares of Series B Stock (the "Series B
Liquidation Amount"), and the holders of shares of Series C Stock
shall be entitled to receive $3.75 for each outstanding share of
Series C Stock held by them, plus any declared but unpaid
dividend per share on such outstanding shares of Series C Stock
(the "Series C Liquidation Amount"). If upon the occurrence of
such event, the assets of this corporation shall be insufficient
to permit the payment of the full Parity Liquidation Amount, the
full Series A Liquidation Amount, the full Series B Liquidation
Amount and the full Series C Liquidation Amount, then the assets
of this corporation available for distribution shall be
distributed ratably among the holders of the shares of Preferred
Stock ranking equal to the Series A Stock, the Series B Stock and
Series C Stock and the holders of the Series A Stock, the Series
B Stock and Series C Stock in the same proportions as the
aggregate of the Parity Liquidation Amount, Series A Liquidation
Amount, Series B Liquidation Amount and Series C Liquidation
Amount each such holder would otherwise be entitled to receive
bears to the total Parity Liquidation Amount, Series A
Liquidation Amount, Series B Liquidation Amount and Series C
Liquidation Amount that would otherwise be payable to all such
holders.

          (b)  Limitation. Upon the completion of the
distributions contemplated pursuant to Section 4.5.3(a)(i) and
(ii), if assets remain in this corporation, such remaining assets
shall be distributed to the holders of any other class or series
of Preferred Stock of this corporation having a liquidation
preference to the extent of, and in accordance with, such
preference, and then the holders of Common Stock and any other
outstanding shares of Preferred Stock of this corporation
entitled to share in the residual value of this corporation shall
be entitled to share ratably (as though all such shares of and
other preferred stock were converted to Common Stock under the
provisions of the Certificate of Incorporation or statements of
relative rights and preferences applicable to such stock) in the
remaining assets of this corporation.

          (c)  Treatment of Consolidations. Mergers and Sales of
Assets. The effectuation by this corporation or third-party
acquirors of a transaction or series of transactions in which
more than 80% of the voting power of this corporation is disposed
of to a single person or group of affiliated persons or the sale
of all or substantially all of the assets of this corporation or
the acquisition of this corporation by another entity by means of
merger or otherwise resulting in the exchange of the outstanding
shares of this corporation for securities of or consideration
issued, or caused to be issued, by the acquiring entity or any of
its affiliates shall be regarded as a liquidation within the
meaning of this Section 4.5.3, provided, however, that each
holder of Series A Stock, Series B Stock, Series C Stock or other
shares of convertible preferred stock of this corporation shall
have the right to elect the benefits of the provisions of Section
4.5.5 or other applicable conversion provisions in lieu of
receiving payment in liquidation, dissolution or winding up of
this corporation pursuant to this Section 4.5.3.

          (d)  Distributions Other Than Cash. Whenever the
distribution provided for in this Section 4.5.3 shall be payable
in property other than cash, the value of such distribution shall
be the fair market value of such property as determined in good
faith by the Board of Directors.

     4.5.4  Voting Power

     Except as required by law, each holder of Series C Stock
shall be entitled to vote on all matters and shall be entitled to
that number of votes equal to the largest number of whole
shares of Common Stock into which such holder's shares of Series
C Stock could be converted under Section 4.5.5, at the record
date for the determination of stockholders entitled to vote on
such matter, or, if no such record date is established, at the
date on which notice of the meeting of stockholders at which the
vote is to be taken is mailed, or the date any written consent of
stockholders is solicited if the vote is not to be taken at a
meeting. Except as otherwise expressly provided by the General
Corporation Law of the State of Delaware, the holders of shares
of Series A Stock, Series B Stock, Series C Stock and Common
Stock shall vote together as a single class on all matters.

     4.5.5  Conversion Rights

     The holders of the Series C Stock shall have the following
rights with respect to the conversion of Series C Stock into
shares of Common Stock:

          (a)  General.

               (i)  Voluntary Conversion. Any share of the Series
C Stock may, at the option of the holder, be converted at any
time into such number of fully paid and nonassessable shares of
Common Stock as are equal to the product obtained by multiplying
the Series C Conversion Rate (determined under Section 4.5.5(b))
by the number of shares of Series C Stock being converted.


               (ii)  Mandatory Conversion. Each share of Series C
Stock shall be converted automatically, without any further
action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to this
corporation or its transfer agent for the Common Stock, into the
number of shares of Common Stock into which such Series C Stock
is convertible pursuant to Section 4.5.5(a)(i) upon the earliest
of(A) immediately prior to the dosing of a primary, public
offering by this corporation of shares of Common Stock,
registered under the Securities Act of 1933, as amended, in which
the aggregate offering is at least $10,000,000 (before deduction
of underwriters discounts and commissions and expenses of the
offering) and the per share price at which such shares of Common
Stock are offered to the public is at least $5.00 (appropriately
adjusted to reflect the occurrence of any stock splits, stock
dividends or other recapitalizations), (B) conversion into Common
Stock of that number of shares of Series C Stock equal to 50% of
the aggregate of the shares of Series C Stock originally issued
by this corporation, and (C) the consent or vote by holders of
50% of the Series C Stock then outstanding to such conversion.

          (b)  Conversion Rate. The conversion rate for Series C
Stock in effect at any time (the "Series C Conversion Rate")
shall equal $3.75 divided by the Series C Conversion Price,
calculated as provided in Section 4.5.5(c).

          (c)  Conversion Price. The conversion price for Series
C Stock in effect from time to time, except as adjusted in
accordance with this Section 4.5.5. shall be $3.75 (the "Series C
Conversion Price").

          (d)  Conversion Price Adjustments of Preferred Stock
for Certain Dilutive Issuances. Splits and Combinations. The
Series C Conversion Price shall be subject to adjustment from
time to time as follows:

               (i) (A)  If this corporation shall issue, after
the date on which any shares of Series C Stock were first issued
(the "Series C Purchase Date"), any Additional Stock (as defined
in Section 4.5.5(d)(ii)) without consideration or for a
consideration per share less than the Series C Conversion Price
in effect immediately prior to the issuance of such Additional
Stack, the Series C Conversion Price in effect immediately prior
to each such issuance shall forthwith (except as otherwise
provided in this clause (i)) be adjusted to a price determined by
multiplying such Series C Conversion Price by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number of
shares of Common Stock that the aggregate consideration received
by this corporation for such issuance would purchase at such
Series C Conversion Price and the denominator of which shall be
the number of shares of Common Stock outstanding immediately
prior to such issuance plus the number of shares of such
Additional Stock.

                    (B)  No adjustment of the Series C Conversion
Price shall be made in an amount less than one cent per share,
provided that any adjustments that are not required to be made by
reason of this sentence shall be carried forward and shall be
either taken into account in any subsequent adjustment made prior
to three years from the date of the event giving rise to the
adjustment being carried forward, or shall be made at the end of
three years from the date of the event giving rise to the
adjustment being carried forward. Except to the limited extent
provided for in Sections 4.5.5(d)(i)(E)(3) and (4), no adjustment
of such Series C Conversion Price pursuant to this Section
4.5.5(d)(i) shall have the effect of increasing the Series C
Conversion Price above the Series C Conversion Price in effect
immediately prior to such adjustment.

                    (C)  In the case of the issuance of
Additional Stock for cash, the consideration shall be deemed to
be the amount of cash paid therefor before deducting any
reasonable discounts, commissions or other expenses allowed, paid
or incurred by this corporation for any underwriting or otherwise
in connection with the issuance and sale thereof.

                    (D)  in the case of the issuance of the
Additional Stock for a consideration in whole or in part other
than cash, the consideration other than cash shall be deemed to
be the fair value thereof as determined by the Board of Directors
irrespective of any accounting treatment.

                    (E)  in the case of the issuance of options
to purchase or rights to subscribe for Additional Stock,
securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following
provisions shall apply for all purposes of this Section
4.5.5(d)(i) and Section 4.5.5(d)(ii):

                         (1)  The aggregate maximum number of
shares of Common Stock deliverable upon exercise (assuming the
satisfaction of any conditions to exercisability, including
without limitation, the passage of time, but without taking into
account potential antidilution adjustments) of such options to
purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were
issued and for a consideration equal to the consideration
(determined in the manner provided in Sections 4.5.5(d)(i)(C) and
(D)), if any, received by this corporation upon the issuance of
such options or rights plus the minimum exercise price provided
in such options or rights (without taking into account potential
antidilution adjustments) for the Common Stock covered thereby.

                         (2)  The aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in
exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation,
the passage of time, but without taking into account potential
antidilution adjustments) for any such convertible or
exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange
thereof shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and
for a consideration equal to the consideration, if any, received
by this corporation for any such securities and related options
or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by this corporation
(without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the
exercise of any related options or rights (the consideration in
each case to be determined in the manner provided in Sections
4.5.5(d)(i)(C) and (D)).

                         (3)  in the event of any change in the
number of shares of Common Stock deliverable or in the
consideration payable to this corporation upon exercise of such
options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions
thereof the Series C Conversion Price, to the extent in any way
affected by or computed using such options, rights or securities,
shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock
or any payment of such consideration upon the exercise of any
such options or rights or the conversion or exchange of such
securities.

                         (4)  Upon the expiration of any such
options or rights, the termination of any such rights to convert
or exchange, or the expiration of any options or rights related
to such convertible or exchangeable securities, the Series C
Conversion Price, to the extent in any way affected by or
computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to reflect
the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, upon
the conversion or exchange of such securities, or upon the
exercise of the options or rights related to such securities.

                         (5)  The number of shares of Additional
Stock deemed issued and the consideration deemed paid therefor
pursuant to Sections 4.5.5(d)(i)(E)(1) and (2) shall be
appropriately adjusted to reflect any change, termination or
expiration of the type described in either Section
4.5.5(d)(i)(E)(3) or (4).



               (ii)  "Additional Stock shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to
Section 4.5.5(d)(i)(E)) by this corporation after the Series C
Purchase Date other than

                    (A)  Common Stock issued pursuant to a
transaction described in Section 4.5.5(d)(iii),

                    (B)  the issuance and sale of, or the grant
of options to purchase, 1,000,000 shares of Common Stock to
employees or consultants of this corporation; and

                    (C)  shares of Common Stock issued or
issuable pursuant to options, warrants and convertible Preferred
Stock outstanding as of the Series C Purchase Date, or pursuant
to conversion of any convertible securities issuable upon
exercise of options or warrants outstanding as of the Series C
Purchase Date.

               (iii)  in the event this corporation should at any
time or from time to time after the Series C Purchase Date fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of
holders of the Common Stock entitled to receive a dividend or
other distribution payable in additional shares of Common Stock
or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as Common Stock
Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or
subdivision if no record date is fixed), the Series C Conversion
Price shall be appropriately decreased so that the number of
shares of Common Stock issuable on conversion of each share of
such series shall be increased in proportion to such increase of
the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents with the
number of shares issuable with respect to Common Stock
Equivalents determined from time to time in the manner provided
for deemed issuances in Section 4.5.5(d)(i)(E)

               (iv)  If the number of shares of Common Stock
outstanding at any time after the Series C Purchase Date is
decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the
Series C Conversion Price shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion
of each share of such series shall be decreased in proportion to
such decrease in outstanding shares.

          (e)  Other Distributions. In the event this corporation
shall declare a distribution payable in securities of other
persons, evidences of indebtedness issued by this corporation or
other persons, assets (excluding cash dividends) or options or
rights not referred to in Section 4.5.5(d)(iii), then, in each
such case for the purpose of this Section 4.5.5(e), the holders
of the Series C Stock shall be entitled to a proportionate share
of any such distribution as though they were the holders of the
number of shares of Common Stock of this corporation into which
their shares of Series C Stock are convertible as of the record
date fixed for the determination of the holders of the Common
Stock of this corporation entitled to receive such distribution.

          (f)  Recapitalizations. if at any time or from time to
time there shall be a recapitalization of the Common Stock (other
than a subdivision, combination or merger or sale-of-assets
transaction provided for elsewhere in this Section 4.5.5);
provision shall be made so that the holders of the Series C Stock
shall thereafter be entitled to receive upon conversion of the
Series C Stock the number of shares of stock or other securities
or property of this corporation, or otherwise, to which a holder
of the Common Stock deliverable upon conversion would have been
entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of
this Section 4.5.5 with respect to the rights of the holders of
the Series C Stock after the recapitalization to the end that the
provisions of this Section 4.5.5 (including adjustment of the
Series C Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series C Stock) shall be
applicable alter that event as nearly equivalent as may be
practicable.

          (g)  No Impairment. This corporation will not, by
amendment of its Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to he observed or
performed hereunder by this corporation, but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 4.5.5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series C Stock against impairment.

          (h)  No Fractional Shares and Certificate as to
Adjustments.

               (i)  No fractional shares shall be issued upon the
conversion of any share or shares of the Series C Stock, and the
number of shares of Common Stock to be issued shall be rounded to
the nearest whole share. Whether or not fractional shares are
issuable upon such conversion shall he determined on the basis of
the total number of shares of Series C Stock the holder is at the
time converting into Common Stock and the number of shares of
Common Stock issuable upon such aggregate conversion.

               (ii)  Upon the occurrence of each adjustment or
readjustment of the Series C Conversion Price pursuant to this
Section 4.5.5, this corporation, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series C
Stock a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or
readjustment is based. This corporation shall, upon the written
request at any time of any holder of the Series C Stock, furnish
or cause to be furnished to such holder a like certificate
setting forth (A) such adjustment and readjustment, (B) the
Series C Conversion Price at the time in effect, and (C) the
number of shares of Common Stock and the amount, if any, of other
property that at the time would be received upon the conversion
of a share of Series C Stock.

          (i)  Notices of Record Date. In the event of any taking
by this corporation of a record of the holders of any class of
securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend)
or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, this
corporation shall mail to each holder of the Series C Stock, at
least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.

          (j)  Reservation of Stock Usuable Upon Conversion. This
corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the shares of the
Series C Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of
all outstanding shares of the Series C Stock; and if at any time
the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then
outstanding shares of the Series C Stock, in addition to such
other remedies as shall be available to the holder of such Series
C Stock, this corporation will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to
these articles.

          (k)  Notices. Any notice required by the provisions of
this Section 4.5.5 to be given to the holders of shares of Series
C Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at
its address appearing on the books of this corporation.

     4.5.6.  No Reissuance of Stock

     No share or shares of Series C Stock redeemed, converted,
purchased or otherwise acquired by this corporation shall be
reissued, and all such shares shall be cancelled, retired and
eliminated from the shares that this corporation shall be
authorized to issue. This corporation may from time to time take
such appropriate corporate action as may be necessary to reduce
the authorized number of shares of the Series C Stock
accordingly.

     4.5.7  Redemption

     There shall be no redemption provisions for the Series C
Stock.

     4.5.8  Protective Limitation

     Except as expressly provided herein or as required by law,
so long as at least 100,000 shares of the Series C Stock remain
outstanding, this corporation shall not, without the approval (by
vote or written consent) of the holders of a majority of the then
outstanding shares of Series C Stock increase or decrease the
number of authorized shares of the Series C Stock.

     4.5.9  Notices of Record Date

     In the event of

          (a)  any capital reorganization of this corporation,
any reclassification or recapitalization of the capital stock of
this corporation, any merger or consolidation of this
corporation, or any transfer of all or substantially all of the
assets of this corporation, or

          (b)  any voluntary or involuntary dissolution,
liquidation or winding up of this corporation,

then and in each such event this corporation shall mail or
deliver or cause to be mailed or delivered to each holder of
Series C Stock a notice specifying (i) the date on which any such
reorganization, reclassification, recapitalization, merger,
consolidation, transfer, dissolution, liquidation or winding up
is expected to become effective and (ii) the time, if any, that
is to be fixed, as to when the holders of record of Common Stock
(or other securities) shall be entitled to exchange their shares
of Common Stock (or other securities) for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, merger, consolidation, transfer, dissolution,
liquidation or winding up. Such notice shall be mailed or
delivered at least 20 days prior to the date specified in such
notice on which such action is to be taken.

                       ARTICLE 5. BY-LAWS

     The Board of Directors shall have the power to adopt, amend
or repeal the By-laws, subject to the power of the stockholders
to amend or repeal such By-laws.

             ARTICLE 6. REGISTERED OFFICE AND AGENT

     The address of the registered office of this corporation in
the State of Delaware is 1013 Centre Road, City of Wilmington
19805, County of Newcastle. The name of its registered agent at
such address is The Prentice-Hall Corporation System, Inc.

                      ARTICLE 7. DIRECTORS

     The number of directors of this corporation shall be
determined in the manner provided by the By-laws and may be
increased or decreased from time to time in the manner provided
therein.

                ARTICLE 8. ELECTION OP DIRECTORS

     Election of directors need not be by written ballot unless
the By-laws of this corporation shall so provide.

                ARTICLE 9. STOCKHOLDERS MEETINGS

     Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of this
corporation may be kept, subject to limitations prescribed by
law, outside the State of Delaware at such place or places as may
be designated from time to time by the Board of Directors or in
the By-laws of this corporation.

          ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY

     A director of this corporation shall not be personally
liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (a) for any breach of the director's duty of loyalty to
this corporation or its stockholders, (b) for acts or omissions
not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL, or
(iv) for any transaction from which the director derived any
improper personal benefit. If the DGCL is amended, after approval
by the stockholders of this Article 10 to authorize corporation
action further eliminating or limiting personal liability of
directors, then the liability to the director of this corporation
shall be eliminated or limited to the fullest extent permitted by
the DGCL as so amended.

     All references in this Article 10 to a director shall also
be deemed to refer (i) to a member of the governing body of a
corporation that is not authorized to issue capital stock and
(ii) to such other person or persons, if any, who, pursuant to a
provision of this Certificate of Incorporation, exercise or
perform any of the powers or duties otherwise conferred or
imposed upon the Board of Directors by the DGCL.

     Any repeal or modification of the foregoing provisions of
this Article 10 by the stockholders of this corporation shall not
adversely affect any right or protection of a director of this
corporation existing at the time of such repeal or modification.

     ARTICLE 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION

     This corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.



     IN WITNESS WHEREOF, the undersigned has executed this
document and affirms, under penalties of perjury, that the
statements herein are true and that this instrument is his act
and deed as of this 12 day of February, 1999.

                                   eChannel, Inc.


                                   By /s/Peter F. Yoakum
                                   Peter F. Yoakum, President

ATTEST:

/s/ Peter F. Yoakum
Peter F. Yoakum, Secretary

                                                     Exhibit B-118

                     CERTIFICATE OF FORMATION

                                OF

                     MUNICIPAL SOLUTIONS, LLC

     This Certificate of Formation of Municipal Solutions, LLC
(the "Company"), dated as of January 8 , 1997, is being duly
executed and filed by KLT Telecom Inc. as an authorized person. in
form a limited liability company under the Delaware Limited
Liability Company Act (6 Del. C. 18-101, et seq.).

     FIRST. Name. The name of the limited liability company formed
hereby is Municipal Solutions, LLC.

     SECOND. Registered Office and Registered Agent. The Company's
registered office in the State of Delaware is located at 1209
Orange Street, Wilmington, Delaware 19801. The registered agent of
the Company for service of process at such address is The
Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation as of the date first above written.

                                   KLT Telecom Inc.,
                                   a Missouri corporation

                                   By: /s/ R. G. Wasson
                                   R.G. Wasson, President



       Certificate of Amendment to Certificate of Formation

                                of

                     MUNICIPAL SOLUTIONS, LLC

     It is hereby certified that:

     1.  The name of the limited liability company (hereinafter
called the "limited liability company") is MUNICIPAL SOLUTIONS,
LLC

     2.  The certificate of formation of the limited liability
company is hereby amended by striking out Article Second thereof
and by substituting in lieu of said Article the following new
Article:

     "Second: The name and address of the registered agent of the
limited   liability company within the State of Delaware is:

          Corporation Service Company
          1013 Centre Road
          Wilmington, Delaware 19805."

Executed on:20 January 1998



                                   /s/ Mark G. English
                                   MARK G. ENGLISH
                                   SECRETARY

Exhibit B-119






	LIMITED LIABILITY COMPANY AGREEMENT

			OF

		MUNICIPAL SOLUTIONS, LLC


		January 9, 1997
























		TABLE OF CONTENTS


								PAGE


ARTICLE 1
THE LIMITED LIABILITY COMPANY					1
	1.1	FORMATION OF LIMITED LIABILITY COMPANY		1
	1.2	REGISTERED OFFICE AND AGENT			1
	1.3	PURPOSE					  	1
	1.4	PRINCIPAL PLACE OF BUSINESS			2
	1.5	PROPERTY					2
	1.6	PAYMENT OF INDIVIDUAL OBLIGATIONS		2

ARTICLE 							2
DEFINITIONS							2
	2.1	DEFINITIONS					2
		(a)	"ADJUSTED CAPITAL ACCOUNT BALANCE"	2
		(b)	"CAPITAL ACCOUNT"			2
		(c)	"CAPITAL CONTRIBUTION" or "CAPITAL
			  CONTRIBUTIONS"			3
		(d)	"CODE" 					3
		(e)	"COMPANY MINIMUM GAIN"			4
		(f)	"DEPRECIATION"				4
		(g)	"ECONOMIC INTEREST"			4
		(h)	"ECONOMIC INTEREST OWNER"		4
		(i)	"GROSS ASSET VALUE" 			4
		(j)	"INTERNAL RATE OF RETURN" 		5
		(k)	"KLT LOAN"				5
		(l)	"KLT LOAN INTEREST"			5
		(m)	"MAJORITY IN INTEREST"			5
		(n)	"MANAGEMENT COMMITTEE"			5
		(o)	"MANAGER"				5
		(p)	"MEMBER"				6
		(q)	"MEMBER NONRECOURSE DEBT"		6
		(r)	"MEMBER NONRECOURSE DEBT MINIMUM
			 GAIN"					6
		(s)	"MEMBER NONRECOURSE DEDUCTIONS"		6
		(t)	"NET CASH FLOW"				6
		(u)	"NET PROFITS" and "NET LOSSES"		6
		(v)	"NONRECOURSE DEDUCTIONS"		7
		(w)	"NONRECOURSE LIABILITY"			7
		(x)	"OPERATING COSTS"			7
		(y)	"PERCENTAGE INTEREST"			7
		(z)	"PERSON" 				8
		(aa)	"PROCEEDS"				8
		(bb)	"REGULATIONS"				8
		(cc)	"RESIDUAL CAPITAL ACCOUNT BALANCE"	8
		(dd)	"VOTING RIGHTS"				8
	3.1	MANAGEMENT COMMITTEE				8
	3.2	CHAIRMAN, VICE-CHAIRMAN AND OTHER
		 OFFICERS					9
	3.3	MEETINGS					9
	3.4	QUORUM						9
	3.5	VOTING						9
	3.6	ACTION WITHOUT A MEETING			10
	3.7	TELEPHONE MEETINGS				10
	3.8	WAIVER OF NOTICE				10
	3.9	SALARY AND EXPENSES				10
	3.10	OPERATING BUDGETS				10
	3.11	LIMITATION ON POWERS OF MANAGEMENT
		 COMMITTEE					11
	3.12	DUTIES OF MANAGER				11
	3.13	REMOVAL OR RESIGNATION OF MANAGER		12
	3.14	COMPENSATION OF MANAGER				13
	3.15	RESTRICTIONS ON THE MEMBERS			13
	3.16	MEMBERS' OBLIGATION TO APPROVE
		 ALTERNATIVE FUNDING TO KLT LOANS		13

ARTICLE 4
RIGHTS AND OBLIGATIONS OF MEMBERS				13
	4.1	LIMITATION OF LIABILITY				13
	4.2	COMPANY LIABILITIES				13
	4.3	PRIORITY AND RETURN OF CAPITAL			13
	4.4	LIABILITY OF A MEMBER OR ECONOMIC
		 INTEREST OWNER TO THE COMPANY			13
	4.5	INDEPENDENT ACTIVITIES				14

ARTICLE 5
MEETINGS OF MEMBERS						14
	5.1	ANNUAL MEETING					14
	5.2	SPECIAL MEETINGS				14
	5.3	PLACE OF MEETINGS				14
	5.4	NOTICE OF MEETINGS				14
	5.5	MEETING OF ALL MEMBERS				14
	5.6	RECORD DATE					15
	5.7	QUORUM						15
	5.8	VOTING						15
	5.9	PROXIES						15
	5.10	ACTION BY MEMBERS WITHOUT A MEETING		15
	5.11	WAIVER OF NOTICE				15

ARTICLE 6
CAPITAL CONTRIBUTIONS						16
	6.1	INITIAL CAPITAL CONTRIBUTIONS			16
	6.2	INCREASE IN COMPANY CAPITAL			16
	6.3	FAILURE TO CONTRIBUTE				17
	6.4	CAPITAL ACCOUNTS OF MEMBERS			19
	6.5	ADJUSTMENT OF PERCENTAGE INTERESTS		19
	6.6	INTEREST AND OTHER AMOUNTS			20
	6.7	AMENDMENT OF DOCUMENTS				20
	6.8	LOANS OF MEMBERS				20
	6.9	WITHDRAWAL OF CAPITAL CONTRIBUTION		20
	6.10	KLT LOAN					20

SECTION 7							22
	7.1	NET PROFITS					22
	7.2	NET LOSSES					22
	7.3	SPECIAL ALLOCATIONS				23
	7.4	OTHER ALLOCATION RULES				24
	7.5	TAX ALLOCATIONS:  CODE SECTION 704(C)		24

ARTICLE 8
ACCOUNTING, DISTRIBUTIONS AND TAXES				25
	8.1	DISTRIBUTION OF NET CASH FLOW			25
	8.2	ACCOUNTING					26
	8.3	TAX ELECTIONS					27
	8.4	TAX MATTERS MEMBER				27

ARTICLE 9							27
	9.1	IN GENERAL					27

ARTICLE 10
TRANSFERABILITY							28
	10.1	GENERAL						29
	10.2	RIGHT OF FIRST OFFER				29
	10.3	DOBELL PUT OPTION				31
	10.4	CHANGE OF CONTROL				33
	10.5	KLT'S OPTION TO PURCHASE. 			34
	10.6	TRANSFEREE NOT MEMBER IN ABSENCE OF
		 CONSENT					35

ARTICLE 11
ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS			35
	11.1	ADMISSION OF SUCCESSOR MEMBERS OR NEW
		 MEMBERS					35
	11.2	FINANCIAL ADJUSTMENTS				36

ARTICLE 12
TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION		36
	12.1	TERM						36
	12.2	WITHDRAWAL OF A MEMBER				36
	12.3	EVENTS OF DISSOLUTION				37
	12.4	BANKRUPTCY OF A MEMBER				38
	12.5	OPTION TO PURCHASE				39
	12.6	CESSATION OF BUSINESS				39
	12.7	WINDING UP. LIQUIDATION. AND DISTRIBUTION
		 OF ASSETS					39
	12.8	CERTIFICATE OF CANCELLATION			40
	12.9	RETURN OF CONTRIBUTION NONRECOURSE TO
		 OTHER MEMBERS					41

ARTICLE 13							41
	13.1	WAIVER OF RIGHT OF PARTITION			41
	13.2	NOTICES						41
	13.3	GOVERNING LAW					41
	13.4	ENTIRE AGREEMENT				41
	13.5	BINDING AGREEMENT				42
	13.6	INTERPRETATION					42
	13.7	SEVERABILITY					42
	13.8	WAIVER						42
	13.9	EQUITABLE REMEDIES				42
	13.10	ATTORNEY'S FEES					42
	13.11	COUNTERPARTS					43
	13.12	GENDER						43
	13.13	SAVING CLAUSE					43
	13.14	FURTHER DOCUMENTATION				43
	13.15	INCORPORATION OF RECITALS			43
	13.16	INDEMNIFICATION.				43

EXHIBIT B
Promissory Note							46

EXHIBIT C
Operational and Financial Objectives				48

EXHIBIT D
Credit Agreement						50




	LIMITED LIABILITY COMPANY AGREEMENT

				OF

		MUNICIPAL SOLUTIONS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT ("LLC
Agreement"), is made and entered into to be effective as
of the 9th day of January, 1997, by and between KLT
Telecom Inc., a Missouri corporation ("KLT"), and Colin
Dobell ("Dobell"), (KLT and Dobell each hereinafter
referred to as a "Member").

WHEREAS, the Members have agreed to organize a
limited liability company governed by the Delaware
Limited Liability Company Act (the "Delaware Act");

NOW, THEREFORE, in consideration of the mutual
covenants and benefits set forth below, and other good
and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:

			ARTICLE 1

		THE LIMITED LIABILITY COMPANY

1.1	FORMATION OF LIMITED LIABILITY COMPANY.  The
Certificate of Formation of Municipal Solutions, LLC (the
"Company") was filed in the office of the Secretary of
State of Delaware pursuant to the Delaware Act on January
9, 1997 and is hereby ratified by each of the Members.
 All prior agreements concerning the subject matter of
this LLC Agreement are canceled and shall have no further
effect.

 1.2	REGISTERED OFFICE AND AGENT. The address of
the Company's registered office in the state of Delaware
is located at 1209 Orange Street, Wilmington, Delaware
19801 or any other or additional place or places as the
Members may determine from time to time, and the
registered agent at such office is The Corporation Trust
Company.

In the event the registered agent ceases to act as
such for any reason or the registered office shall
change, the Management Committee shall promptly designate
a replacement registered agent or registered office as
the case may be, and make the appropriate filings with
the secretary of state.  If the Management Committee
shall fail to designate a replacement registered agent or
registered office, as the case may be, then any one
Member may designate a replacement registered agent or
registered office and make the appropriate filings in the
Office of the Secretary of State of Delaware.


1.3	PURPOSE. The purpose and business of the
Company shall be to invest in business ventures as
selected by the unanimous affirmative vote or unanimous
consent of all of the Members with Voting Rights from
time to time and to provide marketing and management
services to such ventures, including, without limitation,
legal, tax and analytical support, and to do all other
things which are reasonably incidental to the foregoing.
The Company may transact any or all other lawful business
for which a limited liability company may be organized
under the Delaware Act upon the unanimous affirmative
vote or unanimous consent of all of the Members with
Voting Rights of the Company specifically authorizing any
such other lawful business.

1.4	PRINCIPAL PLACE OF BUSINESS. The principal
place of business of the Company shall be 1201 Walnut,
Kansas City, Missouri 64106, or at such other place or
places within or without the State of Delaware as the
Management Committee may designate from time to time.

1.5	PROPERTY.  All assets, including real and
personal property owned and held by the Company shall be
owned by the Company in the name of the Company and no
Member or Economic Interest Owner shall have any
ownership interest in such property in its individual
name or right.  Each Member's or Economic Interest
Owner's interest in the Company shall be personal
property for all purposes.  Any deed, bill of sale,
mortgage, lease, contract of sale or other instrument
purporting to convey or encumber any interest in the
property of the Company shall be signed only as
authorized by the unanimous affirmative vote or unanimous
consent of all of the Members with Voting Rights.

1.6	PAYMENT OF INDIVIDUAL OBLIGATIONS.  The
Company's credit and assets shall be used solely for the
benefit of the Company, and no asset of the Company shall
be transferred or encumbered for or in payment of any
individual obligation of a Member or Economic Interest
Owner.

			ARTICLE 2

			DEFINITIONS

2.1	DEFINITIONS. As used in this LLC Agreement:

(a)	"ADJUSTED CAPITAL ACCOUNT BALANCE" means
the balance (be it positive or negative) which
would be obtained by adding to a Member's or
Economic Interest Owner's Capital Account balance
such Member's or Economic Interest Owner's share of
the "Company Minimum Gain" and "Member Nonrecourse
Debt Minimum Gain."

(b)	"CAPITAL ACCOUNT" means, with respect to
any Member or Economic Interest Owner, the Capital
Account maintained for such Person in accordance
with the following provisions:

(i)	To each Person's Capital Account
there shall be credited such Member's or
Economic Interest Owner's Capital
Contributions, such Member's or Economic
Interest Owner's distributive share of Net
Profits and any items in the nature of income
or gain which are specially allocated pursuant
to Section 7 hereof, and the amount of any
Company liabilities assumed by such Member or
Economic Interest Owner or which are secured
by any Property distributed to such Member or
Economic Interest Owner.

(ii)	To each Member's or Economic
Interest Owner's Capital Account there shall
be debited the amount of cash and the Gross
Asset Value of any Property distributed to
such Member or Economic Interest Owner
pursuant to any provision of this LLC
Agreement, such Member's or Economic Interest
Owner's distributive share of Net Losses and
any items in the nature of expenses or losses
which are specially allocated pursuant to
Section 7 hereof, and the amount of any
liabilities of such Member or Economic
Interest Owner assumed by the Company or which
are secured by any property contributed by
such Member or Economic Interest Owner to the
Company.

(iii)	In the event any interest in
the Company is transferred in accordance with
the terms of this LLC Agreement, the
transferee shall succeed to the Capital
Account of the transferor to the extent it
relates to the transferred interest.

(iv)	In determining the amount of any
liability for purposes of Sections 2.1(b)(i)
and 2.1(b)(ii) hereof, there shall be taken
into account Code Section 752(c) and any other
applicable provisions of the Code and
Regulations.

The foregoing provisions and the other
provisions of this LLC Agreement relating to the
maintenance of Capital Accounts are intended to
comply with Regulations Section 1.704-1(b), and
shall be interpreted and applied in a manner
consistent with such Regulations.  In the event the
Management Committee shall determine that it is
prudent to modify the manner in which the Capital
Accounts, or any debits or credits thereto
(including, without limitation, debits or credits
relating to liabilities which are secured by
contributed or distributed property or which are
assumed by the Company or the Members and Economic
Interest Owners), are computed in order to comply
with such Regulations, such modification shall be
made, provided that is not likely to have a
material effect on the amounts distributable to any
Member or Economic Interest Owner pursuant to
Article  12 hereof upon the dissolution of the
Company.  Adjustments and modifications also shall
be made as are necessary or appropriate (i) to
maintain equality between the Capital Accounts of
the Members and Economic Interest Owners and the
amount of Company capital reflected on the
Company's balance sheet, as computed for book
purposes in accordance with Regulations Section
1.704-1(b)(2)(iv)(g), and (ii) in the event
unanticipated events might otherwise cause this LLC
Agreement not to comply with Regulations Section
1.704-1(b).

(c)	"CAPITAL CONTRIBUTION" or "CAPITAL
CONTRIBUTIONS" means, with respect to any Member or
Economic Interest Owner, the amount of money and
the Gross Asset Value of any property (other than
money) contributed to the Company with respect to
the Percentage Interest held by such Member or
Economic Interest Owner pursuant to the terms of
this LLC Agreement.  The initial Capital
Contributions of the Members are set forth on
EXHIBIT A hereto, which is incorporated herein by
this reference.

(d)	"CODE" shall mean the Internal Revenue
Code of 1986, as amended from time to time (or any
corresponding provisions of succeeding law).

(e)	"COMPANY MINIMUM GAIN" has the meaning
set forth in Regulations Sections 1.704-2(b)(2) and
1.704-2(d).

(f)	"DEPRECIATION" means, for each fiscal
year, an amount equal to the depreciation,
amortization, or other cost recovery deduction
allowable under the Code with respect to an asset
for such fiscal year, except that (i) with respect
to any asset whose Gross Asset Value differs from
its adjusted tax basis for federal tax purposes and
which difference is being eliminated by use of the
"remedial method" defined by Section 1.704-3(d) of
the Regulations, Depreciation for such fiscal year
shall be the amount of book basis recovered for
such fiscal year under the rules prescribed by
Section 1.704-3(d)(2) of the Regulations, and (ii)
with respect to any other asset whose Gross Asset
Value differs from its adjusted tax basis for
federal income tax purposes at the beginning of
such fiscal year, Depreciation shall be an amount
which bears the same ratio to such beginning Gross
Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for
such fiscal year bears to such beginning adjusted
tax basis; provided, however, that if the adjusted
tax basis for federal income tax purposes of an
asset at the beginning of such fiscal year is zero,
Depreciation shall be determined with reference to
such beginning Gross Asset Value using any
reasonable method selected by the Management
Committee.

(g)	"ECONOMIC INTEREST" shall mean the
ownership interest of a Person in the Company's Net
Profits, Net Losses and the distribution of Net
Cash Flow and/or the Company's assets pursuant to
this LLC Agreement and the Delaware Act, but shall
not include any right to vote on, consent to or
otherwise participate in any decision of the
Members in the management of the Company.

(h)	"ECONOMIC INTEREST OWNER" shall mean any
Person who owns an Economic Interest, but is not a
Member.

(i)	"GROSS ASSET VALUE" means, with respect
to any asset, the asset's adjusted basis for
federal income tax purposes, except as follows:

(i)	The initial Gross Asset Value of any
asset contributed by a Member or Economic
Interest Owner to the Company shall be the
gross fair market value of such asset, as
determined by the contributing Member or
Economic Interest Owner and all of the
remaining Members;


(ii)	The Gross Asset Values of all
Company assets shall be adjusted to equal
their respective gross fair market values, as
determined by the Management Committee, as of
the following times: (A) the acquisition of an
additional interest in the Company by any new
or existing Member or Economic Interest Owner
in exchange for more than a DE MINIMIS Capital
Contribution; (B) the distribution by the
Company to a Member or Economic Interest Owner
of more than a DE MINIMIS amount of property
as consideration for an interest in the
Company; and (c) the liquidation of the
Company within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g); provided,
however, that adjustments pursuant to clauses
(A) and (B) above shall be made only if the
Management Committee reasonably determine that
such adjustments are necessary or appropriate
to reflect the relative economic interests of
the Members and Economic Interest Owners in
the Company;

(iii)	The Gross Asset Value of any
Company asset distributed to any Member or
Economic Interest Owner shall be adjusted to
equal the gross fair market value of such
asset on the date of distribution as
determined by the distributee and the
Management Committee;

(iv)	The Gross Asset Values of Company
assets shall be increased (or decreased) to
reflect any adjustments to the adjusted basis
of such assets pursuant to Code Section 734(b)
or Code Section 743(b), but only to the extent
that such adjustments are taken into account
in determining Capital Accounts pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m) and
Sections 2.1(f)(vi) and 7.3(e) hereof;
provided, however, that Gross Asset Values
shall not be adjusted pursuant to this Section
2.1(i)(iv) to the extent the Management
Committee determine that an adjustment
pursuant to Section 2.1(i)(ii) hereof is
necessary or appropriate in connection with a
transaction that would otherwise result in an
adjustment pursuant to this Section
2.1(i)(iv).

If the Gross Asset Value of an asset has been
determined or adjusted pursuant to Section
2.1(i)(i), Section 2.1(i)(ii), or Section
2.1(i)(iv) hereof, such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken
into account with respect to such asset for
purposes of computing Net Profits and Net Losses.

(j)	"INTERNAL RATE OF RETURN" has the meaning
set forth in Section 8.1.

(k)	"KLT LOAN" has the meaning set forth in
Section 6.10.

(l)	"KLT LOAN INTEREST" has the meaning set
forth in Section 6.10.

(m)	"MAJORITY IN INTEREST" shall mean more
than fifty percent (50%) of the Voting Rights held
by the Members determined, pursuant to an
affirmative vote or consent of the Members with
Voting Rights at the time the Majority in Interest
provision applies.

(n)	"MANAGEMENT COMMITTEE" shall mean the
committee of the Company, appointed by the Members
and established pursuant to Article 3 of this LLC
Agreement.

(o)	"MANAGER" shall mean Colin Dobell, or any
replacement Manager appointed by the Management
Committee pursuant to Section 3.13 hereof.


(p)	"MEMBER" shall mean any person executing
this LLC Agreement from time to time and as
otherwise admitted as a member of the Company as
provided in Section 11.1 of this LLC Agreement.

(q)	"MEMBER NONRECOURSE DEBT" has the meaning
set forth in Section 1.704-2(b)(4) of the
Regulations.

(r)	"MEMBER NONRECOURSE DEBT MINIMUM GAIN"
means an amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain
that would result if such Member Nonrecourse Debt
were treated as a Nonrecourse Liability, determined
in accordance with Section 1.704-2(i)(3) of the
Regulations.

(s)	"MEMBER NONRECOURSE DEDUCTIONS" has the
meaning set forth in Sections 1.704-2(i)(1) and
1.704-2(i)(2) of the Regulations.

(t)	"NET CASH FLOW" shall mean, with respect
to any period, the amount (if any) by which the
Proceeds for such period exceed the Operating Costs
for such period, all principal and interest
payments on indebtedness of the Company, and all
other sums paid to lenders.

(u)	"NET PROFITS" and "NET LOSSES" means, for
each fiscal year, an amount equal to the Company's
taxable income or loss for such fiscal year,
determined in accordance with Code Section 703(a)
(for this purposes, all items of income, gain,
loss, or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss), with the
following adjustments:

(i)	Any income of the Company that is
exempt from federal income tax and not
otherwise taken into account in computing Net
Profits or Net Losses pursuant to this Section
2.1(u) shall be added to such taxable income
or loss;

(ii)	Any expenditures of the Company
described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken
into account in computing Net Profits or Net
Losses pursuant to this Section 2.1(u) shall
be subtracted from such taxable income or
loss;

(iii)	In the event the Gross Asset
Value of any Company asset is adjusted
pursuant to Section 2.1(i)(ii) or Section
2.1(i)(iii) hereof, the amount of such
adjustment shall be taken into account as gain
or loss from the disposition of such asset for
purposes of computing Net Profits or Net
Losses;


(iv)	Gain or loss resulting from any
disposition of property with respect to which
gain or loss is recognized for federal income
tax purposes shall be computed by reference to
the Gross Asset Value of the property disposed
of, notwithstanding that the adjusted tax
basis of such property differs from its Gross
Asset Value;

(v)	In lieu of the depreciation,
amortization, and other cost recovery
deductions taken into account in computing
such taxable income or loss, there shall be
taken into account Depreciation for such
fiscal year, computed in accordance with
Section 2.1(f) hereof;

(vi)	To the extent an adjustment to the
adjusted tax basis of any Company asset
pursuant to Code Section 734(b) or Code
Section 743(b) is required pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m)(4) to
be taken into account in determining Capital
Accounts as a result of a distribution other
than in liquidation of a Member's or Economic
Interest Owner's interest in the Company, the
amount of such adjustment shall be treated as
an item of gain (if the adjustment increases
the basis of the asset) or loss (if the
adjustment decreases the basis of the asset)
from the disposition of the asset and shall be
taken into account for purposes of computing
Net Profits or Net Losses; and

(vii)	Notwithstanding any other
provision of this Section 2.1(u), any items
which are specially allocated pursuant to
Section 7 hereof shall not be taken into
account in computing Net Profits or Net
Losses.

The amounts of the items of Company income, gain,
loss or deduction available to be specially
allocated pursuant to Section 7 hereof shall be
determined by applying rules analogous to those set
forth in Sections 2.1(i)(i) through 2/1(i)(vi)
above.

(v)	"NONRECOURSE DEDUCTIONS" has the meaning
set forth in Section 1.704-2(b)(1) of the
Regulations.

(w)	"NONRECOURSE LIABILITY" has the meaning
set forth in Section 1.704-2(b)(3) of the
Regulations.

(x)	"OPERATING COSTS" shall mean, with
respect to any period, all cash expenditures
incurred incident to the normal operation of the
Company's business and any amounts determined by
the Management Committee, from time to time, to be
reasonably necessary to provide a reserve for the
operations, expenses, debt payments, capital
improvements, and contingencies of the Company.

(y)	"PERCENTAGE INTEREST" shall mean, with
respect to any Member or Economic Interest Owner,
such Person's percentage interest of the Economic
Interests in the Company as adjusted from time to
time:  (i) pursuant to this LLC Agreement; or (ii)
as a result of any Transfer (as defined in Section
10.1 below) by a Member or Economic Interest Owner
of all or a portion of its Economic Interest.  The
initial Percentage Interests of the Members are as
designated in Section 6.1 of this LLC Agreement.


(z)	"PERSON" shall include any individual,
trust, estate, corporation, partnership, limited
liability company, association or other entity.

(aa)	"PROCEEDS" shall mean, with respect to
any period, gross receipts received by the Company
from all sources during such period, including,
without limitation, all sales, other dispositions,
and refinancings of the Company's property, but
does not include Capital Contributions as provided
for in Article 6 of this LLC Agreement or the
proceeds of any KLT Loans to the Company as
provided for in Section 6.10 of this LLC Agreement.

(bb)	"REGULATIONS" means the Income Tax
Regulations, including Temporary Regulations,
promulgated under the Code, as such regulations may
be amended from time to time (including
corresponding provisions of succeeding
Regulations).

(cc)	"RESIDUAL CAPITAL ACCOUNT BALANCE" means
the excess (if any) of the amount of a Member's or
Economic Interest Owner's positive Adjusted Capital
Account Balance over the amount of such Member's or
Economic Interest Owner's Preference Contributions
Account balance.

(dd)	"VOTING RIGHTS" shall mean, with respect
to any Member, such Person's percentage interest in
the voting rights in the Company, as may be
adjusted from time to time pursuant to this LLC
Agreement.  The initial Voting Rights of the
Members are as set forth in EXHIBIT A attached to
this LLC Agreement.

			ARTICLE 3

			MANAGEMENT

3.1	MANAGEMENT COMMITTEE.  The business and
affairs of the Company shall be managed by a Management
Committee which, subject to the provisions of this LLC
Agreement, shall have the power and authority to take, or
cause to be taken, any and all actions necessary as
advisable to carry out its duties as described in this
LLC Agreement.

The Management Committee shall consist of
three (3) representatives, two (2) of whom shall be
appointed by KLT and one (1) of whom shall be appointed
by Dobell.  In the event of the resignation or death of
a representative, the vacancy shall be promptly filled by
a nominee of the Member who appointed the departing
representative.  The appointment of each representative
on the Management Committee subsequent to the initial
representatives named this Section 3.1 shall be evidenced
by an appointment, and acceptance of appointment, in a
writing delivered to the Company by the Member entitled
to appoint such representative.  Each representative will
serve on the Management Committee at the pleasure of the
Member appointing him or her.  The first Management
Committee shall consist of R.G. Wasson and M.G. English
(appointed by KLT) and Colin Dobell (appointed by
Dobell).


If Dobell transfers any part of his Economic
Interest but retains his Voting Rights, then he shall
retain his rights to appoint a representative to the
Management Committee as provided in this Section 3.1.  If
either KLT or Dobell transfer all of their Economic
Interests and the transferee thereof is admitted as a
Member of the Company as provided in Section 11.1 of this
LLC Agreement, then the transferee of such Economic
Interest shall succeed to such Member's rights to appoint
representatives to the Management Committee as provided
in this Section 3.1.  If either KLT or Dobell shall
relinquish their Voting Rights pursuant to the terms of
this LLC Agreement, then the other Member shall have the
right to exercise such relinquishing Member's Rights to
appoint representatives to the Management Committee until
such Voting Rights are restored, as the case may be.

  	3.2	CHAIRMAN, VICE-CHAIRMAN AND OTHER OFFICERS.  A
representative on the Management Committee appointed and
so designated by KLT will serve as the Chairman of the
Management Committee, and a representative appointed and
so designated by Dobell will serve as the Vice-Chairman
of the Management Committee.  The Company shall have such
other officers as may be appointed by the Management
Committee, or in the absence of such appointment, as
designated by the Chairman of the Management Committee.
 R.G. Wasson will serve as the initial Chairman, and
Colin Dobell as the initial Vice-Chairman.  The Chairman
of the Management Committee shall preside at all meetings
of the Management Committee, and shall have such other
duties and responsibilities as may be assigned by the
Management Committee from time to time.  The Vice-
Chairman of the Management Committee, in the absence or
inability of the Chairman to act, shall preside in the
Chairman's place at all meetings of the Management
Committee.  The Vice-Chairman shall have such other
duties and responsibilities as may be assigned by the
Management Committee .

3.3	MEETINGS.  Meetings of the Management
Committee may be called by either the Chairman or Vice-
Chairman of the Management Committee by written notice
designating the time and place of the meeting sent to
each representative not fewer than five (5) nor more than
ten (10) days before the date of the meeting to the
address of the Member appointing such representative. If
no place is designated, then the meeting shall be held at
the Company's principal place of business.  If all of the
representatives to the Management Committee meet at any
time and place, the meeting shall be valid without call
or notice and any lawful action may be taken at such
meeting.

3.4	QUORUM.  The presence of at least one (1)
representative appointed each by KLT and by Dobell at a
duly called meeting shall constitute a quorum at any
meeting of the Management Committee.

3.5	VOTING.  The respective representatives of KLT
and Dobell to the Management Committee each shall possess
a percentage of all of the voting rights of the
Management Committee in proportion to the Voting Rights
held by the Member which appointed them, each such
Member's Management Committee voting rights which may be
exercised by any one representative appointed by such
Member as agreed upon among such Member's
representatives.  If a quorum is present, the affirmative
vote of fifty-one percent (51%) or more of the voting
rights of the Management Committee shall be the act of
the Management Committee.

3.6	ACTION WITHOUT A MEETING.  Any action which is
required or permitted to be taken at a meeting of the
Management Committee may be taken without a meeting,
without prior notice and without a vote, if a consent in
writing, setting forth the actions so taken, is signed by
each of the representatives to the Management Committee
and filed with the Company.

3.7	TELEPHONE MEETINGS. Representatives of the
Management Committee may participate in a meeting of the
Management Committee by means of conference telephone or
other similar communication equipment whereby all persons
participating in the meeting can hear each other.
Participation in the meeting in this manner constitutes
presence in person at the meeting.

3.8	WAIVER OF NOTICE.  Whenever any notice is
required to be given to any representative to the
Management Committee, a waiver of the notice in writing
signed by the person entitled to the notice, whether
before, at or after the time stated therein, and
delivered to the Company for inclusion in the minutes or
filing with the Company's records, shall be deemed
equivalent to the giving of such notice.

3.9	SALARY AND EXPENSES.  Representatives serving
on the Management Committee, as such, shall not receive
any stated salary for their services, but by resolution
of the Management Committee may receive expenses of
attendance at each meeting of the Management Committee.

3.10	OPERATING BUDGETS.  No later than sixty (60)
days prior to the end of the then current fiscal year,
and thirty (30) days prior to the end of each quarter,
the Management Committee shall prepare and adopt annual
and quarterly operating budgets for the Company which
shall be submitted for approval by the unanimous
affirmative vote or unanimous consent of all of the
Members with Voting Rights.  Upon such approval,  no
action or failure to act which would constitute a
material change from any item in an approved annual or
quarterly budget shall be made or caused by the Company
without the prior affirmative unanimous vote or unanimous
consent of all of the Members with Voting Rights.  Each
annual and quarterly budget shall include the following:

(a)	A narrative description of any activities
proposed to be undertaken during the period subject
of such budget;

(b)	A projected annual income statement
(accrual basis) for such period;

(c)	A projected balance sheet as of the end
of the period;

(d)	A schedule of projected cash flow
(including itemized operating revenues, costs, and
expenses) for such period; and

(e)	A description of any proposed investments
in business ventures, including projected dates for
commencement and completion of such investments, as
well as the description of the additional loans
required by the Company from KLT to undertake and
fund the initial twenty-four (24) months of
operations of such ventures, and any other
contemplated or existing financing activities for
such period.

3.11	LIMITATION ON POWERS OF MANAGEMENT COMMITTEE.
 Notwithstanding any other such provisions of this LLC
Agreement, neither the Management Committee nor the
Manager without the unanimous affirmative vote or
unanimous consent of all of the Members with Voting
Rights, or such lesser vote or consent as otherwise
provided in this LLC Agreement, may:

(a)	Amend this LLC Agreement or the
Certificate of Formation of the Company;

(b)	Take any action or fail to take any
action in contravention of this LLC Agreement;

(c)	Admit any substitute or additional
Members except as provided in Article 11 of this
LLC Agreement;

(d)	Modify a Member's or Economic Interest
Owner's obligation to make a Capital Contribution;

(e)	Merge or consolidate or agree to merge or
consolidate the Company with or into any other
entity;

(f)	Sell, exchange, lease, mortgage, pledge
or otherwise dispose of all or substantially all of
the property of the Company in a single transaction
or series of related transactions which in
aggregate exceed one hundred thousand dollars
($100,000);

(g)	Approve any non-budgeted expenditure in
an amount in excess of one hundred thousand dollars
($100,000);

(h)	Assume, incur or guarantee or become
liable for any indebtedness or borrowed money on
behalf of the Company in excess of one hundred
thousand dollars ($100,000) in the aggregate
outstanding at any time;

(i)	Make or cause the Company to become a
party to any contract or commitment or renew,
extend or amend or modify any contract or
commitment, unless such contract or commitment is
entered into in the ordinary course of business;

(j)	Invest in or acquire any interest in any
business enterprise or venture;

(k)	Make any distributions to the Members or
Economic Interest Owners, except as otherwise
provided for in this LLC Agreement; or

(l)	Transact any business other than that
which is consistent with the purpose and business
of the Company as described in Section 1.3 above.


3.12	DUTIES OF MANAGER.  The Manager shall be
responsible for the management of the day to day business
and affairs of the Company in accordance with the annual
and quarterly budgets adopted by the Management Committee
and as otherwise directed by the Management Committee
from time to time.  Any decision or act of the Manager
within the scope of the Manager's authority granted
hereunder shall control and bind the Company.  The
Manager shall discharge his duties in good faith, with
the care an ordinarily prudent person in a like position
would exercise under similar circumstances, and in a
manner the Manager reasonably believes to be in the best
interests of the Company.  The rights and duties of the
Manager shall include, without limitation:

(a)	Control of the operations of the Company;

(b)	Carrying out and affecting all directions
of the Management Committee;

(c)	Providing for the accounting function for
the Company;

(d)	Applying for and obtaining all
appropriate insurance coverage;

(e)	Temporary investment of the Company's
funds and short-term investments providing for
appropriate safety of principal;

(f)	Investigating additional sources of
financing for the Company;

(g)	Engaging in any kind of activity and
performing and carrying out all contracts of any kind
necessary to, in connection with or incidental to the
accomplishment of the purposes and business of the
Company, so long as said activities and contracts are in
the ordinary course of business; and

(h)	Negotiate, execute and perform all
agreements, and exercise all rights and remedies of
the Company in connection with the foregoing.

3.13	REMOVAL OR RESIGNATION OF MANAGER.  In the
event representatives to the Management Committee
possessing fifty-one percent (51%) or more of the voting
rights of the Management Committee are at any time, or
from time to time, dissatisfied with the Manager's
performance under this Agreement (regardless of whether
such dissatisfaction shall constitute legal "cause" for
termination), such representatives shall have the right
to remove such Manager.  A Person who has been removed as
Manager shall continue to be a Member or Economic
Interest Owner for all other purposes of this Agreement,
if the Manager is also a Member or Economic Interest
Owner in the Company.


A Manager of the Company may resign at any
time by giving sixty (60) days advance written notice to
each of the representatives to the Management Committee.
 The resignation of a Manager shall take effect sixty
(60) days from the date of the notice or at such later
time as shall be specified in the notice and, unless
otherwise specified in the notice, the acceptance of the
resignation shall not be necessary to make it effective.
 The resignation of a Manager who is also a Member or
Economic Interest Owner shall not affect the Manager's
rights as a Member or Economic Interest Owner and shall
not constitute a withdrawal of the Member or Economic
Interest Owner from the Company.

Any vacancy created in the Manager position by
the removal or resignation of a Manager shall be filled
by the unanimous affirmative vote of all of the
representatives to the Management Committee at a duly
called and held meeting of the Management Committee.

3.14	COMPENSATION OF MANAGER. The compensation of
the Manager shall be fixed from time to time by the
Management Committee, and no Manager shall be prevented
from receiving any such compensation because the Manager
is also a Member or Economic Interest Owner of the
Company.

3.15	RESTRICTIONS ON THE MEMBERS.  No Member or
Economic Interest Owner individually shall have the
authority to do any binding act on behalf of the Company
without the approval of the Members as provided in this
LLC Agreement.

3.16	MEMBERS' OBLIGATION TO APPROVE ALTERNATIVE
FUNDING TO KLT LOANS. If the Manager identifies one or
more sources of debt financing which, in the reasonable
opinion of the Members with Voting Rights, is less costly
to the Company and otherwise meets its funding objectives
at least as well as the KLT Loans, the Members shall vote
or otherwise approve such debt financing and cause the
Company to use the proceeds to repay the outstanding KLT
Loans and accrued but unpaid KLT Loan Interest.


			ARTICLE 4

	RIGHTS AND OBLIGATIONS OF MEMBERS

4.1	LIMITATION OF LIABILITY.  Each Member's and
Economic Interest Owner's liability shall be limited as
set forth in this LLC Agreement, the Delaware Act and
other applicable law.

4.2	COMPANY LIABILITIES. A Member or Economic
Interest Owner will not be personally liable for any
debts or losses of the Company beyond the Member's or
Economic Interest Owner's respective capital
contributions and any obligation of the Members and
Economic Interest Owners to make Capital Contributions,
except as required by law.

4.3	PRIORITY AND RETURN OF CAPITAL.  Except as
otherwise expressly provided in this LLC Agreement, no
Member or Economic Interest Owner shall have priority
over any other Member or Economic Interest Owner, either
for the return of Capital Contributions or for Net
Profits, Net Losses or distributions; provided that this
Section shall not apply to loans (as distinguished from
Capital Contributions) which a Member has made to the
Company.


4.4	LIABILITY OF A MEMBER OR ECONOMIC INTEREST
OWNER TO THE COMPANY.  A Member or Economic Interest
Owner who rightfully receives a return in whole or in
part of its Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the
Delaware Act.

4.5	INDEPENDENT ACTIVITIES.  Except as may
otherwise be agreed upon in writing between the Company
and a Member or Economic Interest Owner, each Member or
Economic Interest Owner shall be required to devote only
such time to the affairs of the Company as such Member or
Economic Interest Owner determines in its sole
discretion, and each such Member or Economic Interest
Owner shall be free to serve any other Person in any
capacity that it may deem appropriate in its discretion;
provided, however that no Member or Economic Interest
Owner shall either directly or indirectly engage in any
activities which in any way concern or are related to the
license, sale, provision, use or marketing of products,
services or activities which are licensed, sold,
provided, used or marketed by the Company, or which
activities otherwise are competitive with the Company,
without first acquiring the written approval of each of
the representatives of Management Committee not appointed
by the Member or Economic Interest Owner requesting or
requiring such approval.

			ARTICLE 5

		MEETINGS OF MEMBERS

5.1	ANNUAL MEETING.  The annual meeting of the
Members shall be held on the second Tuesday in April or
at such other time as shall be determined by the Members
for the purpose of the transaction of such business as
may come before the meeting.

5.2	SPECIAL MEETINGS.  Special meetings of the
Members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by any Member or
Members holding at least one-fifth (1/5) of all Voting
Rights held by the Members.

5.3	PLACE OF MEETINGS.  The Members may designate
any place, either within or outside the state of
Delaware, as the place of meeting for any meetings of the
Members. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall
be the principal place of business of the Company.

5.4	NOTICE OF MEETINGS. Except as provided in
Section 5.5 below, for any annual meeting held at such
time as provided in Section 5.1 above, and for all
special meetings, written notice stating the place, day,
and hours of the meeting and the purpose or purposes for
which the meeting is called shall be delivered not fewer
than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or
at the direction of the Members calling the meeting, to
each Member entitled to vote at the meeting. If mailed,
the notice shall be deemed to be delivered two (2)
calendar days after being deposited in the United States
mail, addressed to the Member at the Member's address as
it appears on the books of the Company, with postage
thereon prepaid.


5.5	MEETING OF ALL MEMBERS.  If all of the Members
shall meet at any time and place, either within or
outside of the state of Delaware, and consent to the
holding of a meeting at that time and place, the meeting
shall be valid without call or notice, and at the meeting
lawful action may be taken.

5.6	RECORD DATE.  For the purpose of determining
Members entitled to notice of or to vote at any meeting
of Members or any adjourned meeting, the date on which
notice of the meeting is mailed shall be the record date
for the determination of Members. When a determination of
Members entitled to vote at any meeting of Members has
been made as provided in this Section, the determination
shall apply to any adjourned meeting.

5.7	QUORUM.  Members holding at least two-thirds
(b) of the Voting Rights held by the Members, represented
in person or by proxy, shall constitute a quorum at any
meeting of Members.  In the absence of a quorum at any
meeting of Members, the Members holding all of the Voting
Rights so represented may adjourn the meeting from time
to time for a period not to exceed sixty (60) days
without further notice. However, if the adjournment is
for more than sixty (60) days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given
to each Member of record entitled to vote at the meeting.
 At any adjourned meeting at which a quorum shall be
present or represented, any business may be transacted
which might have been transacted at the meeting as
originally noticed.

5.8	VOTING.  If a quorum is present, the
affirmative vote of the Members holding a Majority in
Interest shall be the act of the Members, unless the vote
of a greater proportion or number is required by this LLC
Agreement, the Company's Certificate of Formation or the
Delaware Act.  Unless otherwise expressly provided in
this LLC Agreement or required under applicable law,
Members who have an interest (economic or otherwise) in
the outcome of any particular matter upon which the
Members vote or consent, their Voting Rights shall be
counted in the determination of whether the requisite
matter was approved by the Members.

5.9	PROXIES. At all meetings of Members a Member
may vote in person or by proxy executed in writing by the
Member or a duly authorized attorney-in-fact. The proxy
shall be delivered to any one (1) or more of the
remaining Members before or at the time of the meeting.
No proxy shall be valid after three (3) years from the
date of its execution, unless otherwise provided in the
proxy.

5.10	ACTION BY MEMBERS WITHOUT A MEETING.  Any
action required or permitted to be taken at a meeting of
Members may be taken without a meeting if the action is
evidenced by one or more counterparts of a written
consent describing the action taken and signed by each
Member entitled to vote, which consent shall be included
in the minutes or filed with the Company records.  Action
taken under this Section is effective when all Members
entitled to vote have signed the consent, unless the
consent specifies a different effective date.  The record
date for determining Members entitled to take action
without a meeting shall be the date the first Member
signs a written consent.


5.11	WAIVER OF NOTICE.  When any notice is required
to be given to any Member, a waiver of the notice in
writing signed by the person entitled to the notice,
whether before, at, or after the given time stated
therein, and delivered to the Company for inclusion in
the minutes or filing with the Company records, shall be
equivalent to the giving of the notice.  A Member's
attendance at any meeting shall constitute a waiver: (i)
to lack of notice or defective notice of the meeting,
unless the Member at the beginning of the meeting objects
to the holding of the meeting or transacting business at
the meeting; and (ii) to consideration of a particular
matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless such
person objects to considering the matter when it is
presented.

5.12	CHAIRPERSON OF MEETING; DESIGNATION OF
AUTHORIZED REPRESENTATIVES.  Each meeting of Members
shall be conducted by the Manager or such other Person as
the Manager may appoint pursuant such rules for the
conduct of the meeting as the Manager or such other
Person deems appropriate.  Each Member shall designate to
the Manager, in writing, one (1) authorized
representative of the Member who will vote or consent on
all matters under this LLC Agreement for such Member.
Such designation will continue until revoked in writing.
 Within thirty (30) days of the execution of this
Agreement, the Members shall designate their initial
authorized representative.


			ARTICLE 6

		CAPITAL CONTRIBUTIONS

6.1	INITIAL CAPITAL CONTRIBUTIONS.  A Capital
Account shall be maintained for each Member as provided
in Section 2.1(b) above, which shall include the initial
Capital Contribution of each Member as set forth on
EXHIBIT A.  The initial Percentage Interest of each
Member shall be as also set forth in EXHIBIT A.  No
Member shall have any interest or rights in the capital
contributed by any other Member.


6.2	INCREASE IN COMPANY CAPITAL. The Members and
Economic Interest Owners recognize that the Company may
require additional capital from time to time in order to
accomplish the purposes and the business for which the
Company is formed.  If all of the Members with Voting
Rights by an affirmative and unanimous vote or unanimous
consent determine in good faith that additional Capital
Contributions are necessary for the operation of the
Company, each Member and Economic Interest Owner shall,
within thirty (30) days of such vote or consent,
contribute their respective share of the additional
contribution to the capital of the Company as determined
pursuant to such unanimous affirmative vote or unanimous
consent, which share shall be determined on a pro rata
basis with reference to the relationship of each
respective Member's or Economic Interest Owner's
Percentage Interest to the total of the Percentage
Interests of all of the Members and Economic Interest
Owners.  The Manager shall make such determination and
provide notice to each Member and Economic Interest Owner
within ten (10) days of such vote or consent of the call
for such additional contribution, the amount to be
contributed by such Person, and the date which such
contribution is due.  Unless otherwise agreed to by the
affirmative vote or consent of a Majority in Interest,
all such additional Capital Contributions shall be made
in cash. No voluntary contributions to capital shall be
made by any Member or Economic Interest Owner absent the
affirmative vote or consent of a Majority in Interest.
 A Member who, as provided for under this LLC Agreement,
has transferred any portion of its Economic Interest but
has retained any Voting Rights shall be jointly and
severally responsible together with the Person to whom
such Economic Interest was transferred for any additional
Capital Contributions to be made with respect to such
Economic Interest under this Section 6.2 and, if such
additional contribution is not made, shall be deemed a
Non-Contributing Person as provided for in Section 6.3
below for all purposes, including without limitation,
determining a relinquishment of Voting Rights.

6.3	FAILURE TO CONTRIBUTE.

(a)  If any Member or Economic Interest Owner
(a "Non-Contributing Person") fails to contribute
its portion of the amount of the additional Capital
Contribution called by the Members in accordance
with Section 6.2 above, then the following shall
occur: (i) the Company shall have the right to
obtain the additional Capital Contribution not made
by the Non-Contributing Person from the other
Members and Economic Interest Owners; (ii) the Non-
Contributing Person shall relinquish all of its
Voting Rights, if any, unless and until it has made
its Cure Contribution (as defined below) in full;
and (iii) the Company and the other Members and
Economic Interest Owners shall have all other
rights set forth in this Section 6.3.

 Thereupon, the other Members and Economic
Interest Owners shall have the right, but not the
obligation, to contribute on a pro rata basis
determined with reference to the relationship of
each respective other Member's or Economic Interest
Owner's Percentage Interest to the total Percentage
Interests of all of such other Members and Economic
Interest Owners, unless a different allocation is
agreed upon among them, any portion of the
additional Capital Contribution not contributed by
the Non-Contributing Person, and each such Member
or Economic Interest Owner shall deliver to the
Company such amount not later than ten (10) days
following the expiration of the thirty (30) day
period referenced above.  All such Capital
Contributions made by Members and Economic Interest
Owners pursuant to this Section 6.3, shall be
credited to the Capital Account of the Member or
Economic Interest Owner making the Capital
Contribution.

A Member or Economic Interest Holder who was
not a Non-Contributing Person with respect to any
such capital call shall not be deemed a Non-
Contributing Person (and shall not relinquish any
Voting Rights) by reason of such Member or Economic
Interest Owner choosing not to participate in
additional contributions to make up for the share
not contributed by the Non-Contributing Person;
provided, however, that if the Members or Economic
Interest Owners which elect to contribute the funds
not contributed by the Non-Contributing Person do
not contribute the entire amount of such funds not
contributed by the Non-Contributing Person, then
the Members may initiate a new capital call on all
of the Members and Economic Interest Owners
pursuant to the terms of Section 6.2 above for the
additional capital required by the Company, and any
Member or Economic Interest Owner who fails to fund
its share of that new capital call (in accordance
with its Percentage Interest) shall be deemed a
Non-Contributing Person with respect to such new
capital call for purposes hereof.


(b)  For purposes hereof, in the event of a
capital call in which there is at least one Non-
Contributing Person, all of the Capital
Contributions made by Members or Economic Interest
Owners pursuant to such capital call (including
their initial shares of the capital call and any
additional capital contributed by reason of the
failure of a Non-Contributing Person to make a
Capital Contribution) shall be deemed "Preference
Contributions."  A "Preference Contribution
Account," which shall be a memorandum account,
shall be maintained for each Member and Economic
Interest Owner.  Each Member's and Economic
Interest Owner's Preference Contribution Account
shall have an initial balance of zero and be
increased by (i) an amount equal to one hundred
twenty-five percent (125%) of each Preference
Contribution made by such Member or Economic
Interest Owner (as of the time of such Preference
Contribution) and (ii) an amount equal to a return
on the balance of such Preference Contribution
Account balance, from time to time, at the rate of
fifteen percent (15%) per annum (the daily portion
of which shall be deemed added to the Preference
Contribution Account on a daily basis); and
decreased (but not below zero) by each distribution
made to such Member or Economic Interest Owner
pursuant to Sections 6.3(c), 8.1 or 12.7(d) hereof
(in each case, as of the time of such
distribution).

(c)  A Non-Contributing Person shall have the
right, at any time, to cure its failure in the
making of a required Capital Contribution by making
a cash Capital Contribution ("Cure Contribution")
to the Company in the amount ("Cure Contribution
Amount") equal to one hundred twenty-five percent
(125%) of each amount of additional Capital
Contribution which it has failed to make plus, in
each case, an amount equal to a return from the
date of such failure at fifteen percent (15%) per
annum on the amount of the balance of each Member's
and Economic Interest Owner's Preference
Contribution Account balance attributable to the
required Capital Contribution being cured. Upon its
receipt of the Cure Contribution, the Company shall
immediately distribute that portion of the Cure
Contribution among the Members and Economic
Interest Owners in such relative amounts as are
necessary in order to cause the balances of the
Preference Contribution Accounts of the Members and
Economic Interest Owners to be in, or as close as
possible to, the same ratio as their relative
Percentage Interests.  For purposes hereof, a Cure
Contribution shall be treated as a "Preference
Contribution" by the Non-Contributing Person.  Only
the amount of the required Capital Contribution
(and not the amount of the Preference Contribution)
shall be credited to the Capital Account of the
Non-Contributing Person.

(d)  None of the terms, covenants, obligations
or rights contained in Section 6.2 and this Section
6.3 are or shall be deemed to be for the benefit of
any Person or entity other than the Members,
Economic Interest Owners, and the Company, and no
such third person shall under any circumstances
have any right to compel any actions or payments by
the Members or Economic Interest Owners.


(e)  Any material breach or violation by a
Member (including a Member possessing only Voting
Rights as provided for under this LLC Agreement) or
Economic Interest Owner of any warranty,
representation, covenant, or indemnification
obligation contained in this LLC Agreement will
result in such Member or Economic Interest Owner
being deemed a Non-Contributing Person by reason of
a failure to make an additional Capital
Contribution in the amount of the damages incurred
by the Company by reason of such breach or
violation.  If the deemed Non-Contributing Person
fails to cure such breach or violation to the
satisfaction of the Management Committee within
thirty (30) days after its receipt of notice of
such breach or violation from the Management
Committee, the deemed Non-Contributing Person shall
relinquish all Voting Rights, and the Preference
Contribution Accounts of the remaining Members and
Economic Interest Owners will be increased (on a
pro rata basis with reference to the relationship
of each respective Member's or Economic Interest
Owner's Percentage Interest to the total of all
such Members and Economic Interest Owner's
Percentage Interests) by (i) an amount equal to one
hundred twenty-five percent (125%) of such damages
as determined by the Management Committee; and (ii)
an amount equal to a return thereon at the rate of
fifteen percent (15%) per annum (the daily portion
of which shall be deemed added to the Preference
Contribution Account on a daily basis).
Thereafter, the deemed Non-Contributing Person may
cure such breach or violation by making a Cure
Contribution, the amount and disposition of which
shall be governed by  Section 6.3 (c) above;
provided, however, that should it ultimately be
determined by the affirmative vote or consent of a
Majority in Interest or by a court of competent
jurisdiction that any such damages were not
attributable to a breach or violation of this LLC
Agreement by such deemed Non-Contributing Person,
such deemed Non-Contributing Person shall
immediately be reinvested with any and all Voting
Rights lost on account the operation of this
subparagraph (e) and any economic consequences of
the tentative operation of this subparagraph (e) on
the Non-Contributing Person (such as a loss of
distributions or payment by such Non-Contributing
Person of any Cure Contribution or other payment in
respect of such alleged breach or violation) shall
be properly reversed.

6.4	CAPITAL ACCOUNTS OF MEMBERS.  The amount of
any additional Capital Contribution made by any Member or
Economic Interest Owner shall be added to the Capital
Account of such contributing Member or Economic Interest
Owner as of the date of expiration of the thirty (30) day
periods and/or ten (10) day period, as the case may be,
set out in Sections 6.2 and  6.3 (a) above.  Any increase
in a Member's or Economic Interest Owner's Preference
Contribution Account pursuant to Section 6.3(e) shall not
be added to such Member's or Economic Interest Owner's
Capital Account.

6.5	ADJUSTMENT OF PERCENTAGE INTERESTS.  If
additional Capital Contributions are made in accordance
with Sections 6.2 and 6.3 above, or in conjunction with
the admission of a new Member pursuant to Article 11 of
this LLC Agreement, the Percentage Interests of each
Member and Economic Interest Owner shall be adjusted to
reflect such additional contributions in accordance with
the following formula:


(a)  Each Member's and Economic Interest
Owner's Percentage Interest shall be adjusted to
the same ratio as the Member's or Economic Interest
Owner's total Capital Contribution (initial Capital
Contribution plus additional Capital Contributions)
bears to the total Capital Contributions of all the
Members and Economic Interest Owners as of the
adjustment date.  The adjustment date shall be the
date of the expiration of the thirty (30) day
period and/or ten (10) day period, as the case may
be, set out in Sections 6.2 and  6.3 (a) above or
the date a new Member is admitted, as the case may
be.

(b)  This Percentage Interest adjustment shall
be made after every additional Capital
Contribution, whether such additional Capital
Contribution is the result of the admission of a
new Member or a call for additional contributions.
 In the event that there is any transfer in whole
or in part, of a Member's or Economic Interest
Owner's Percentage Interest in the Company, then
the transferee of such Member or Economic Interest
Owner shall stand in the same position as the
Member or Economic Interest Owner whose interest
they have acquired, unless all of the Members have
agreed otherwise.

6.6	INTEREST AND OTHER AMOUNTS.  No Member or
Economic Interest Owner shall receive any interest,
salary, or drawing with respect to its Capital
Contributions or its Capital Account or for services
rendered to or on behalf of the Company or otherwise in
its capacity as a Member or Economic Interest Owner,
except as otherwise provided in this LLC Agreement or
other agreement approved and ratified by all of the
Members between the Company and such Member or Economic
Interest Owner.

6.7	AMENDMENT OF DOCUMENTS.  Except as provided
above or pursuant to a Member's or Economic Interest
Owner's acquisition of an additional Economic Interest as
permitted under this LLC Agreement, any adjustments in
Percentage Interests and/or Voting Rights shall be
effectuated by amending this LLC Agreement and the
execution and filing of any other documents required by
the Delaware Act.

6.8	LOANS OF MEMBERS.  A Member or Economic
Interest Owner may loan cash or other property to the
Company, should additional funds be required, upon such
terms as all of the Members with Voting Rights shall
agree by an affirmative and unanimous vote or consent.
Loans by any Member or Economic Interest Owner to the
Company shall not be considered as contributions to the
capital of the Company.  Except as otherwise provided in
this LLC Agreement, none of the Members or Economic
Interest Owners shall be obligated to make any loan or
advance to the Company.

6.9	WITHDRAWAL OF CAPITAL CONTRIBUTION. Except as
otherwise provided in this LLC Agreement, the unanimous
affirmative vote or unanimous consent of all of the
Members with Voting Rights shall be required to modify,
compromise or release the amount and/or character of a
Member's or Economic Interest Owner's Capital
Contribution, or any promise made by a Member as
consideration for the acquisition of an interest in the
Company.  Under circumstances requiring the return of any
Capital Contribution, no Member or Economic Interest
Owner shall have the right to receive any property of the
Company, other than cash, except as may be specifically
provided herein.

6.10	KLT LOAN. KLT will make loans to the Company
from time to time pursuant to this Agreement (each such
loan a "KLT Loan").


The KLT Loans, which shall be drawn upon by the
Company as needed from time to time, shall be in the
principal amount of Four Million dollars ($4,000,000.00),
shall bear interest at the prime rate as published by the
WALL STREET JOURNAL plus three percent (3%) per annum on
the principal balance outstanding from time to time which
rate shall be adjusted monthly on the first day of each
month (the "KLT Loan Interest"), and shall be evidenced
by and subject to such other terms and conditions as set
forth in a Promissory Note in the form attached hereto as
EXHIBIT B.  The accrued but unpaid KLT Loan Interest and
principal balance of the KLT Loans shall be repaid from
distributions of the Company's Net Cash Flow and/or
distributions of the Company's assets, which such
repayment shall be given priority over any such
distributions to the Members or Economic Interest Owners
on account of their contributions of capital to the
Company.

If KLT fails to make a KLT Loan to the Company as
required hereunder, then, until such time that it makes
such loan: (i) KLT shall relinquish all Voting Rights,
and any right to preferential distributions as described
in 8.1(c) below; and (ii) Dobell shall have the right and
authority to enter into a purchase and sale agreement on
behalf of KLT for the sale of KLT's Economic Interest and
Voting Rights (which may be exercised only if the
transferee is admitted as a Member as provided in this
LLC Agreement); provided, however, that: (A) Dobell shall
provide KLT not less than fifteen (15) days notice of its
exercise of such right and authority; (B) KLT shall be
provided an opportunity to cure such failure to make the
KLT Loan within such fifteen (15) days; and (C) the
purchase price paid to KLT upon the closing of such
purchase and sale agreement shall be payable in cash and
shall be an amount equal to or greater than the sum of
(i) all Capital Contributions made by KLT, less any
previous returns to KLT of its Capital Contributions,
(ii) KLT's share of any undistributed Net Cash Flow,
(iii) the outstanding balance of any KLT Loans, and (iv)
any accrued but unpaid KLT Loan Interest.

Notwithstanding the foregoing, KLT shall not under
any circumstances be required to fund a KLT Loan and it
shall not relinquish any rights or subject its Economic
Interest and Voting Rights to possible sale if, in KLT's
reasonable opinion, it has determined that the
operational and financial objectives of the Company
(and/or its business ventures, as the case may be) as set
forth in EXHIBIT C, attached hereto, as conditions
precedent to such KLT Loan have not been met; PROVIDED,
HOWEVER, that KLT shall be obligated to fund a KLT Loan
for the purpose of the Company fulfilling its obligations
under any severance agreement with a Company employee,
irrespective of whether the objectives in EXHIBIT C have
been met.

The KLT Loans shall be secured by a first
priority lien granted by the Company upon all of its
property pursuant to a Security Agreement in the form
attached hereto as EXHIBIT D.  If KLT so requests, the
Company shall execute and deliver to KLT such further
collateral documents as KLT may reasonably request from
time to time to create and perfect the security interest
contemplated by the Security Agreement.


			SECTION 7

			ALLOCATIONS

7.1	NET PROFITS.  After giving effect to the
special allocations set forth in this Article 7, Net
Profits for any fiscal year shall be allocated among the
Members and Economic Interest Owners as follows and in
the following order of priority:

(a)	First, to the Members and Economic
Interest Owners with negative Adjusted Capital
Account Balances (if any), in the ratio of such
negative Adjusted Capital Account Balances, up to
the amount necessary to restore all such Adjusted
Capital Account Balances to zero;

(b)	Next, to the Members and Economic
Interest Owners with positive Preference
Contributions Account balances, in the ratio of
their respective Preference Contributions Account
balances, up to the aggregate amount (if any)
necessary so that each such Member or Economic
Interest Owner will have a positive Adjusted
Capital Account Balance in an amount which is not
less than its Preference Contributions Account
balance;

(c)	Next, to the Members and Economic
Interest Owners in the relative amounts, and up to
the aggregate amount (if any), necessary so that
the Residual Capital Account Balances of the
Members and Economic Interest Owners will be in the
ratio of their respective Percentage Interests; and

(d)	Then, any additional Net Profits shall be
allocated among the Members and Economic Interest
Owners in proportion to their Percentage Interests.

7.2	NET LOSSES.  Net Losses for any fiscal year
shall be allocated among the Members and Economic
Interest Owners as follows and in the following order of
priority:

(a)	First, to the Members and Economic
Interest Owners, in the relative amounts, and up to
the aggregate amount (if any), necessary so that
their Residual Capital Account Balances (if any)
will be in the ratio of their respective Percentage
Interests;

(b 	Next, to the Members and Economic
Interest Owners, in the ratio of their Residual
Capital Account Balances, up to the aggregate
amount (if any) necessary to reduce such Residual
Capital Account Balances to zero;

(c 	Next, to the Members and Economic
Interest Owners with positive Adjusted Capital
Account Balances, up to the aggregate amount (if
any) necessary to reduce such Adjusted Capital
Account Balances to zero; and

(d 	Then, any remaining Losses shall be
allocated among the Members and Economic Interest
Owners in proportion to their Percentage Interests.


7.3	SPECIAL ALLOCATIONS.  The following special
allocations shall be made in the following order:

(a 	Except as otherwise provided in Section
1.704-2(f) of the Regulations, notwithstanding any
other provision of this Article 7, if there is a
net decrease in Company Minimum Gain during any
Company fiscal year, each Member or Economic
Interest Owner shall be specially allocated items
of Company income and gain for such Fiscal year
(and, if necessary, subsequent Fiscal years) in an
amount equal to such Member's or Economic Interest
Owner's share of the net decrease in Company
Minimum Gain, determined in accordance with
Regulations Section 1.704-2(g).  Allocations
pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be
allocated to each Member or Economic Interest Owner
pursuant thereto.  The items to be so allocated
shall be determined in accordance with Sections
1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations.
 This Section 7.3(a) is intended to comply with the
minimum gain chargeback requirement in Section
1.704-1(f) of the Regulations and shall be
interpreted consistently therewith.

(b 	Except as otherwise provided in Section
1.704-1(i)(4) of the Regulations, notwithstanding
any other provision of this Article 7, if there is
a net decrease in Member Nonrecourse Debt Minimum
Gain attributable to a Member Nonrecourse Debt
during any Company fiscal year, each Member or
Economic Interest Owner who has a share of the
Member Nonrecourse Debt Minimum Gain attributable
to such Member Nonrecourse Debt, determined in
accordance with Section 1.704-2(i)(5) of the
Regulations, shall be specially allocated items of
Company income and gain for such fiscal year (and,
if necessary, subsequent fiscal years) in an amount
equal to such Member's or Economic Interest Owner's
share of the net decrease in Member Nonrecourse
Debt Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(4).  Allocations
pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be
allocated to each Member or Economic Interest Owner
pursuant thereto.  The items to be so allocated
shall be determined in accordance with Sections
1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations.
 This Section 7.3(b) is intended to comply with the
minimum gain chargeback requirement in Section
1.704-2(i)(4) of the Regulations and shall be
interpreted consistently therewith.

(c 	Nonrecourse Deductions for any Fiscal
year shall be specially allocated among the Members
and Economic Interest Owners in proportion to their
Percentage Interests.

(d 	Any Member Nonrecourse Deductions for any
Fiscal year shall be specially allocated to the
Member or Economic Interest Owner who bears the
economic risk of loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse
Deductions are attributable in accordance with
Regulations Section 1.704-2(i)(1).


(e 	To the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to
Code Section 734(b) or Code Section 743(b) is
required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(2) or Regulations Section
1.704-1(b)(2)(iv)(m)(4), to be taken into account
in determining Capital Accounts as the result of a
distribution to a Member or Economic Interest Owner
in complete liquidation of its interest in the
Company, the amount of such adjustment to the
Capital Accounts shall be treated as an item of
gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such
basis) and such gain or loss shall be specially
allocated to the Member or Economic Interest Owners
in accordance with their interests in the Company
in the event Regulations Section
1.704-1(b)(2)(iv)(m)(2) applies, or to the Members
and Economic Interest Owners to whom such
distribution was made in the event Regulations
Section 1.704-1(b)(2)(iv)(m)(4) applies.

7.4	OTHER ALLOCATION RULES.

(a 	The Members and Economic Interest Owners
are aware of the income tax consequences of the
allocations made by this Article 7 and hereby agree
to be bound by the provisions of this Article 7 in
reporting their shares of Company income and loss
for income tax purposes.

(b 	For purposes of determining the Net
Profits, Net Losses, or any other items allocable
to any period, Net Profits, Net Losses, and any
such other items shall be determined on a daily,
monthly, or other basis, as determined by a
Majority in Interest using any permissible method
under Code Section 706 and the Regulations
thereunder.

(c 	Solely for purposes of determining a
Member's or Economic Interest Owner's proportionate
share of the "excess nonrecourse liabilities" of
the Company, within the meaning of Regulations
Section 1.752-3(a)(3), the Members' and Economic
Interest Owners' interests in Company Net Profits
are in proportion to their Percentage Interests.

(d 	To the extent permitted by Section
1.704-2(h)(3) of the Regulations, the Members shall
endeavor not to treat distributions of Net Cash
Flow as having been made from the proceeds of a
Nonrecourse Liability or a Member Nonrecourse Debt.

7.5	TAX ALLOCATIONS:  CODE SECTION 704(C).  In
accordance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the
Company shall, solely for tax purposes, be allocated
among the Members and Economic Interest Owners so as to
take account of any variation between the adjusted basis
of such property to the Company for federal income tax
purposes and its initial Gross Asset Value (computed in
accordance with Section 2.1(j)(i) hereof).  The Members
and Economic Interest Owners hereby agree that the
"REMEDIAL ALLOCATION METHOD" described in Regulation
Section 1.704-3(d) shall be used for allocating the
disparity between the fair market value of a contributed
asset and that asset's adjusted tax basis.


In the event the Gross Asset Value of any Company
asset is adjusted pursuant to Section 2.1(i)(ii) hereof,
subsequent allocations of income, gain, loss, and
deduction with respect to such asset shall take account
of any variation between the adjusted basis of such asset
for federal income tax purposes and its Gross Asset Value
in the same manner as under Code Section 704(c) and the
Regulations thereunder.  The Members and Economic
Interest Owners agree that the remedial allocation method
described in Regulation Section 1.704-3(d) shall be used
for allocating the disparity between the fair market
value and adjusted tax basis.

Other than the mandatory use of the remedial
allocation method as specified above in this Section 7.5,
any elections or other decisions relating to such
allocations shall be made by the Management Committee in
any manner that reasonably reflects the purpose and
intention of this LLC Agreement.  Allocations pursuant to
this Section 7.5 are solely for purposes of federal,
state, and local taxes and shall not affect, or in any
way be taken into account in computing, any Person's
Capital Account or share of Net Profits, Net Losses,
other items, or distributions pursuant to any provisions
of this LLC Agreement.


			ARTICLE 8

	ACCOUNTING, DISTRIBUTIONS AND TAXES

8.1	DISTRIBUTION OF NET CASH FLOW.  Within thirty
(30) days after the close of each fiscal year and with
the affirmative vote or consent of a Majority in
Interest, or more frequently upon the unanimous
affirmative vote or unanimous consent of all Members with
Voting Rights (except for the distribution set forth in
Section 8.1(a), which shall be made without the need for
any vote), the Net Cash Flow of the Company shall be
distributed to the Members and Economic Interest Owners
as follows:

(a 	First, PRO RATA on a quarterly basis to
the Members and Economic Interest Owners, in
accordance with their respective Percentage
Interests, an amount of Net Cash Flow sufficient
for the Members and Economic Interest Owners to
satisfy the aggregate federal, state and local tax
liabilities of the Members and Economic Interest
Owners incurred with respect to the taxable income
of the Company during the preceding calendar
quarter.

(b 	Second, to KLT for repayment of any
accrued but unpaid KLT Loan Interest and then for
repayment of any outstanding principal balance of
the KLT Loans;

(c 	Third, to the Members and Economic
Interest Owners with positive Preference
Contribution Account balances in proportion to
their respective Preference Contribution Accounts
balances, up to the amount necessary to reduce all
such Preference Contribution Account balances to
zero;


(d 	Fourth, to KLT until such distributions,
together with all prior distributions of Net Cash
Flow and/or of the Company's assets, including
amounts distributed as repayments of KLT Loans, KLT
Loan Interest and returns of KLT's Capital
Contributions are such that KLT has received an
Internal Rate of Return of twenty-five percent
(25%) on all of its Capital Contributions and KLT
Loans as such amounts are outstanding from time to
time; and

(e 	The balance, if any, to the Members and
Economic Interest Owners in proportion to their
Percentage Interests; provided, however, that the
amount distributable to KLT under this Section
8.1(d) shall be credited by the amounts distributed
to KLT pursuant to Section 8.1(c).

For purposes of this LLC Agreement, KLT's "Internal
Rate of Return" shall be the pretax annualized percentage
discount rate at which the present value of all of KLT's
Capital Contributions and KLT Loans equal the present
value of the sum of all distributions of Net Cash Flow
and/or of the Company's assets, including amounts
distributed as repayments of KLT Loans, KLT Loan Interest
and returns of KLT's Capital Contributions. The
determination of KLT's Internal Rate of Return shall be
made by KLT at the end of each quarter of the Company's
fiscal year, or more frequently if required to determine
the rights and obligations of the parties under this LLC
Agreement, and certified by KLT to the Manager.

Notwithstanding the foregoing, no distributions
shall be made unless, after distribution is made, the
assets of the Company are in excess of its liabilities,
except amounts payable to Members or Economic Interest
Owners on account of Capital Contributions.

8.2	ACCOUNTING. The fiscal and tax year of the
Company shall be the calendar year. For tax purposes, the
records of the Company shall be maintained on an accrual
method of accounting. The books of account of the Company
shall be kept and maintained at all times at the
principal place of business of the Company. Each Member
shall have the right at all reasonable times during usual
business hours to audit, examine and make copies of or
extracts from the books of account of the Company, and a
list of the names and addresses of all of the Members and
Economic Interest Owners. Such right may be exercised
through any agent of such Member.  Each Member shall bear
all expenses incurred in any examination made for its
account.

As soon as reasonably practicable after the end of
each calendar quarter, the Manager shall furnish each
Member and Economic Interest Owner with an interim
balance sheet, statement of profit and loss, and
statement of cash receipts and disbursements of the
Company, each prepared in accordance with generally
accepted accounting principles and reviewed by the
Company's independent certified public accountants.  As
soon as reasonably practicable after the end of each
fiscal and tax year, the Manager shall furnish each
Member and Economic Interest Owner with: (i) a balance
sheet of the Company as of the last day of such fiscal or
tax year, a statement of profit or loss of the Company
for such year, and a statement of cash receipts and
disbursements, each prepared in accordance with generally
accepted accounting principles and reviewed by the
Company's independent certified public accountants; (ii)
a statement showing the amounts allocated to or allocated
against such Member and Economic Interest Owner pursuant
to Article 7 of this LLC Agreement during or in respect
of such year, and any items of income, deduction, credit,
or loss allocated to them; and (iii) a copy of the
federal income tax return of the Company.


8.3	TAX ELECTIONS.  Upon the affirmative vote or
consent of a Majority in Interest, the Tax Matters Member
shall make any tax election for the Company allowed under
the Internal Revenue Code of 1986, as amended, including,
without limitation, elections to cause the basis of
Company property to be adjusted for federal income tax
purposes as provided by Section 734 and 743 of the
Internal Revenue Code of 1986, as amended, pursuant to
the transfer of an Economic Interest or the death of or
distribution of property to a Member or Economic Interest
Owner.

8.4	TAX MATTERS MEMBER.  KLT is hereby designated
as the Tax Matters Member of the Company pursuant to
applicable provisions of the Internal Revenue Code of
1986, as amended, and the regulations thereunder.  If KLT
ceases to be a Member, its status as Tax Matters Member
shall cease, and a successor Tax Matters Member shall be
as chosen by the affirmative vote or consent of a
Majority in Interest


			ARTICLE 9

	REPRESENTATIONS AND WARRANTIES

9.1	IN GENERAL.  As of the date hereof, each
Member (each a "Representing Party") makes each of the
following representations and warranties applicable to
such Member:

(a 	If such Representing Party is a
corporation, partnership, trust, limited liability
company, limited liability partnership or any other
legal entity, it is duly organized or duly formed,
validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or
formation and has the power and authority as an
entity to own its property and carry on its
business as owned and carried on at the date hereof
and as contemplated hereby.  Such Representing
Party is duly licensed or qualified to do business
and in good standing in each of the jurisdictions
in which the failure to be so licensed or qualified
would have a material adverse effect on its
financial condition or its ability to perform its
obligations hereunder.  Such Representing Party has
the power and authority as an entity to execute and
deliver this LLC Agreement and to perform its
obligations hereunder and the execution, delivery,
and performance of this LLC Agreement has been duly
authorized by all necessary actions of the
Representing Party entity.  This LLC Agreement
constitutes the legal, valid, and binding
obligation of such Representing Party.


(b 	Neither the execution, delivery, and
performance of this LLC Agreement nor the
consummation by such Representing Party of the
transactions contemplated hereby (i) will conflict
with, violate, or result in a breach of any of the
terms, conditions, or provisions of any law,
regulation, order, writ, injunction, decree,
determination, or award of any court, any
governmental department, board, agency, or
instrumentality, domestic or foreign, or any
arbitrator, applicable to such Representing Party,
(ii) will conflict with, violate, result in a
breach of, or constitute a default under any of the
terms, conditions, or provisions of the articles of
incorporation, bylaws, partnership agreement,
certificate of formation, articles of organization,
or other formation and operating documents of such
Representing Party, or of any material agreement or
instrument to which such Representing Party is a
party or by which such Representing Party is or may
be bound or to which any of its material properties
or assets is subject, (iii) will conflict with,
violate, result in a breach of, constitute a
default under (whether with notice or lapse of time
or both), accelerate or permit the acceleration of
the performance required by, give to others any
material interests or rights, or require any
consent, authorization or approval under any
indenture, mortgage, lease agreement, or instrument
to which such Representing Party is a party or by
which such Representing Party is or may be bound,
or (iv) will result in the creation or imposition
of any lien upon any of the material properties or
assets of such Representing Party.

(c 	Any registration, declaration or filing
with, or consent, approval, license, permit or
other authorization or order by, any governmental
or regulatory authority, domestic or foreign, that
is required in connection with the valid execution,
delivery, acceptance and performance by such
Representing Party under this LLC Agreement or the
consummation by such Representing Party of any
transaction contemplated hereby has been completed,
made or obtained on or before the effective date of
this LLC Agreement.

(d 	There are no actions, suits, proceedings
or investigations pending or, to the knowledge of
such Representing Party, threatened against or
affecting such Representing Party or any of their
properties, assets, or businesses in any court or
before or by any governmental department, board,
agency, or instrumentality, domestic or foreign, or
any arbitrator which could, if adversely determined
(or, in the case of an investigation could lead to
any action, suit, or proceeding, which if adversely
determined could) reasonably be expected to
materially impair such Representing Party's ability
to perform its obligations under this LLC Agreement
or to have a material adverse effect on the
consolidated financial condition of such
Representing Party; and such Representing Party has
not received any currently effective notice of any
default, and such Representing Party is not in
default, under any applicable order, writ,
injunction, decree, permit, determination, or award
of any court, any governmental department, board,
agency or instrumentality, domestic or foreign, or
any arbitrator which could reasonably be expected
to materially impair such Representing Party's
ability to perform its obligations under this LLC
Agreement or to have a material adverse effect on
the consolidated financial condition of such
Representing Party.

(e 	Such Member is acquiring its interest in
the Company based upon its own investigation, and
the exercise by such Member of its rights and the
performance of its obligations under this LLC
Agreement will be based upon its own investigation,
analysis and expertise.  Such Member's acquisition
of its interest in the Company is being made for
its own account for investment, and not with a view
to the sale or distribution thereof.

			ARTICLE 10

			TRANSFERABILITY


10.1	GENERAL.  Except as otherwise specifically
provided in this LLC Agreement, neither a Member nor an
Economic Interest Owner shall have the right without the
unanimous affirmative vote or unanimous consent of all of
the remaining Members with Voting Rights to sell, assign,
encumber, pledge, hypothecate, transfer, exchange,
distribute or otherwise transfer for consideration, gift,
bequeath, distribute or otherwise transfer for no
consideration (whether or not by operation of law, except
in the case of bankruptcy) (each such action a
"Transfer") all or part of its interest in the Company.
 The transfer of the Economic Interest of a Bankrupt
Member or Economic Interest Owner shall be governed by
Sections 12.4 and 12.5 below.

Notwithstanding the foregoing restriction, Dobell,
with the prior written consent of KLT in each instance,
may from time to time: (i) transfer all or a part of his
Economic Interest, but not his Voting Rights, to his
spouse or descendants or a custodian for his spouse or
descendants or to a grantor trust described in Section
676 of the Code; or (ii) grant purchase options in his
Economic Interest, but not his Voting Rights, to one or
more managers or consultants employed or engaged by the
Company or a business venture which the Company has
invested in, upon such terms and conditions as he deems
reasonable; provided, however, that each such option will
provide that the option will lapse upon the manager's or
consultant's termination of employment or engagement with
the Company or such business venture, and that if the
option is exercised Dobell and the transferee of his
Economic Interest will comply with the terms of Section
10.2(c) below with respect to the Economic Interest
transferred. If such terms are not complied with for any
such transfer, Dobell shall relinquish all of his Voting
Rights until such time that he cures such non-compliance
to the reasonable satisfaction of the Manager.  If Dobell
transfers an Economic Interest to or for the benefit of
a spouse or descendants or to a grantor trust, or if an
option granted to a manager or consultant is exercised,
the Economic Interest so transferred will remain subject
to KLT's rights as provided in Sections 10.3 and 10.5
below.

In the event Dobell transfers any part of his
Economic Interest to or for the benefit of a spouse or
descendants or to a grantor trust or grants any purchase
options in compliance with the terms set forth above,
whether or not exercised, except as otherwise provided in
this LLC Agreement, Dobell shall retain all his Voting
Rights.

Any purported Transfer of any interest in the
Company in contravention of this LLC Agreement shall be
null and void and of no force or effect.

10.2	RIGHT OF FIRST OFFER.


(a 	If a Member or Economic Interest Owner
(collectively the "Selling Member") desires to sell
all or any portion of its Economic Interest
(excepting the transfer of the Economic Interest of
a Bankrupt Member or Economic Interest Owner, which
shall be governed by Sections 12.4 and 12.5 below),
the Selling Member shall give written notification
to the remaining Members, by certified mail or
personal delivery, of its intention to so transfer
such Economic Interest.  The notice shall be
accompanied by a description of the amount of the
Selling Member's Economic Interest which it desires
to sell or transfer, described as a percentage
interest of all of the Economic Interests of the
Company, and a cash price at which the Selling
Member is willing to sell such portion of its
Economic Interest.   The Members which elect to
exercise this right of first offer (the "Purchasing
Members") shall have the right to purchase on a pro
rata basis determined with reference to the
relationship of each respective Purchasing Member's
Percentage Interest to the total Percentage
Interests of all of the Purchasing Members, unless
a different allocation is agreed upon by such
Members, all (but not less than all) of the
Economic Interest proposed to be sold by the
Selling Member by giving written notification to
the Selling Member of their intention to do so
within forty-five (45) days after receiving the
Selling Member's written notice. The failure of the
Purchasing Members to so notify the Selling Member
of their desire to exercise this right of first
offer within said forty-five (45) day period shall
result in the termination of the right of first
offer and the Selling Member shall be entitled to
consummate the sale of its Economic Interest in the
Company subject of such notice to any Person at any
time within one hundred eighty (180) days after
such forty-five (45) day period upon such terms as
the Selling Member dictates and at a price which is
not less than the cash price set forth in such
notice.  If the Selling Member fails to consummate
a sale of its Economic Interest subject of such
notice at or above stated cash price within such
one hundred eighty (180) day period, then it must
again comply with all of the terms and provisions
of this Section 10.2 before transferring any
portion of such Economic Interest.

(b 	If the Purchasing Members give written
notice to the Selling Member of their desire to
exercise a right of first offer as provided above,
the Purchasing Members shall have the right to
designate the time, date and place of closing,
provided that the date of closing shall be within
sixty (60) days after the date of the Purchasing
Members' notice of their exercise of the right of
first offer.  At the closing of such purchase, the
Purchasing Members shall pay in cash or cash
equivalents the entire purchase price for such
Economic Interest.

(c   In the event of the Transfer of a Selling
Member's Economic Interest in the Company, and as a
condition to recognizing the effectiveness and
binding nature of any such Transfer, the Manager
may require the Selling Member and the purchaser,
donee or successor-in-interest of such Economic
Interest, as the case may be, to execute,
acknowledge, and deliver to the Manager such
instruments of transfer, assignment, and assumption
and such other certificates, representations, and
documents, and to perform all the other acts that
the Manager may deem necessary or desirable to:

(i)  Constitute such purchaser, donee or
successor-in-interest as an owner of an
Economic Interest in the Company;

(ii)  Confirm that the Person desiring to
acquire an Economic Interest in the Company
has accepted, assumed, and agreed to be
subject and bound by all of the terms,
obligations and conditions of this LLC
Agreement, as the same may have been further
amended;


(iii)  Preserve the Company after the
completion of such Transfer under the laws of
each jurisdiction in which the Company is
qualified, organized, or does business;

(iv)  Maintain the status of the Company
as a partnership for federal and state income
tax purposes; and/or

(v)  Assure compliance with any and all
applicable state and federal laws including
securities laws and regulations.

(d   Any purchaser, donee or successor-in-
interest of an Economic Interest shall be required
to make additional Capital Contributions to the
same extent as its predecessor in interest would
have been required to make.

(e   Any Transfer of an Economic Interest in
the Company shall be deemed effective as of the
last day of the calendar month in which all the
requirements of this Article 10 are complied with.
The Selling Member agrees, upon request of the
Management Committee, to execute such certificates
or other documents and perform such other acts as
may be reasonably requested by the Management
Committee from time to time in connection with such
Transfer.

(f   The Selling Member hereby indemnifies the
Company and the remaining Members against any and
all loss, damage, or expense (including, without
limitation, attorneys' fees and tax liabilities or
loss of tax benefits) arising directly or
indirectly from any transfer or purported transfer
in violation of this Article 10.

(g  	If the Selling Member fails to comply
with any of the terms and conditions set forth
above, including, without limitation assignment of
its Economic Interest to the Purchasing Members
pursuant to their exercise of the right of first
offer as provided above, then such Purchasing
Members may enforce the Selling Member's obligation
by an action for specific performance.

10.3	DOBELL PUT OPTION.

(a 	If after the fifth anniversary date of
this LLC Agreement, Dobell desires to sell all of
his Economic Interest (including the Economic
Interests transferred by Dobell to permitted
transferees under this Agreement), he shall have
the option to submit to KLT a written notice
setting forth his offer to sell for cash all of his
Economic Interest and Voting Rights at a purchase
price determined by multiplying the Fair Market
Value of the Company (determined as provided in
Section 10.3(e) below) by his Percentage Interest.


(b 	KLT shall by written notice to Dobell,
within thirty (30) days of delivery of Dobell's
offer, either accept Dobell's offer to sell all of
his Economic Interest and Voting Rights to KLT, or
alternatively elect to exercise KLT's option to
sell all of KLT's Economic Interest and Voting
Rights, together with those of Dobell (free of any
options therein granted by Dobell) and any manager,
descendant, custodian or trustee to which Dobell
has transferred any  part of his Economic Interest
as provided for in Section 10.1 above,  for a
purchase price determined by multiplying the Fair
Market Value of the Company multiplied by the
Percentage Interests associated with such Economic
Interests and Voting Rights so sold.

(c 	KLT shall make such an election by
providing written notice of such election to Dobell
within thirty (30) days of Dobell's delivery of his
offer as provided in Section 10.3(a).  If KLT
elects to accept Dobell's offer, the closing date
for KLT's purchase of Dobell's Economic Interest
and Voting Rights shall occur on the tenth (10th)
business day following KLT's notice to Dobell of
its election to accept his offer.  At the closing,
Dobell (and his permitted transferees, if any)
shall execute, acknowledge and deliver to KLT such
instruments of transfer, assignment and assumption
and such other certificates, representations and
documents, and perform all other acts that  KLT
deems necessary or desirable to transfer Dobell's
(and his permitted transferees, if any) Economic
Interest and Voting Rights to KLT, free and clear
of all liens, claims and encumbrances, and KLT
shall deliver to Dobell (and to his permitted
transferees in accordance with their respective
Economic Interests) payment in cash of the purchase
price for his Economic Interest and Voting Rights.

(d 	If KLT elects to exercise its option to
sell all of the Economic Interests and Voting
Rights of KLT, Dobell and Dobell's transferees, KLT
shall have the authority to enter into a purchase
and sale agreement on behalf of Dobell and his
permitted transferees either for the sale of such
Persons' Economic Interests and Voting Rights or
for the sale of all of the properties and assets of
the Company, for the Fair Market Value of the
Company and upon such other terms and conditions as
KLT deems appropriate, such agreement to be entered
into not later than one hundred eighty (180) days
after the date of KLT's notice to Dobell electing
such option.  If such agreement is not closed
within two hundred seventy (270) days after the
date of such notice, KLT shall be required to
purchase Dobell's Economic Interest and Voting
Rights pursuant to the Fair Market Value.  If KLT
sells all of such Economic Interests and Voting
Rights or the assets and properties of the Company
pursuant to this Section 10.3, then each of the
Members and Economic Interest Owners will receive a
portion of the sales proceeds, net of costs of
sale, determined with reference to Section 12.7
below.  Each Member and Economic Interest Owner
agrees to execute, acknowledge and deliver such
instruments of transfer, assignment and assumption
and such other certificates, representations and
documents, and perform all other acts that KLT
deems necessary or desirable to transfer the
Member's or Economic Interest Owner's Economic
Interests and Voting Rights or provide for the sale
by the Company of the Company's assets and
properties, pursuant to this Section 10.3.


(e 	For purposes of this Section 10.3 (and,
if necessary, Sections 10.4 and 10.5), the "Fair
Market Value" of the Company shall be the amount
determined in good faith by Dobell and as stated in
his written notice setting forth his offer to sell
his Economic Interest and Voting Rights as provided
in Section 10.3(a); provided, however, that if
within thirty (30) days of Dobell's delivery of
such offer, KLT provides notice to Dobell of its
disagreement with such Fair Market Value, KLT and
Dobell shall, prior to the expiration of such
thirty (30) day period, agree upon a mutually
acceptable Fair Market Value for purposes of this
Section 10.3.  If KLT and Dobell are unable to
agree upon a fair market value within such period
of time, the Fair Market Value shall be determined
by an appraiser ("the ""ppraiser") agreed to by
parties.  If the parties cannot agree upon an
appraiser, then KLT and Dobell each shall select
one appraiser to perform a separate appraisal of
the Company's fair market value.  If the two
appraisals differ by less than ten percent (10%) of
the lower appraised value, the average of the two
appraisals shall be used as the Fair Market Value.
 If the two appraisals differ by more than ten
percent (10%), the two appraisers selected shall
select a third appraiser, which third appraiser
shall select one of the two previously prepared
appraisals which he or she believes is closest to
the actual fair market value of the Company, which
amount shall thereafter constitute the Fair Market
Value to be used in this Section 10.3.  The costs
of such appraisals shall be shared equally between
the parties.  Any time limitations imposed upon a
party to make any election under this Section 10.3
shall be stayed during such determination.

10.4	CHANGE OF CONTROL.

(a 	Notwithstanding anything to the contrary
herein, if either: (i) a Person not a party to this
Agreement acquires beneficial ownership of more
than fifty percent (50%) of the outstanding shares
of voting stock of Kansas City Power & Light
Company (AKCPL") with the ability to vote such
beneficial ownership to direct the affairs of KCPL;
or (ii) a majority of KCPL management's slate of
candidates for directors of KCPL are not elected at
any KCPL shareholder meeting called for such
purpose; Dobell shall have the option to purchase,
or cause to be purchased, for cash at the closing
KLT's entire Economic Interest and Voting Rights.
 Such option shall be exercised by Dobell's notice
to KLT within nine (9) months following the
completion of any such merger or acquisition of
KCPL or election of directors, with the closing of
such purchase to occur within sixty (60) days after
date of such notice.

(b 	The purchase price for KLT's Economic
Interest and Voting Rights shall be an amount equal
to the higher of:

(1)	The Fair Market Value of the Company
(determined in accordance with Section
10.3(e)) multiplied by KLT's Percentage
Interest; and


(2)	The sum of: (i) all Capital
Contributions made by KLT to the Company, the
accrued but unpaid KLT Loan Interest, the
outstanding principal balance of the KLT
Loans, and the amount of any Net Profits
allocated to KLT's Capital Account; and (ii)
an amount which shall allow KLT to receive an
Internal Rate of Return (determined as
provided in Section 8.1 above) of fifteen
percent (15%) on all of its Capital
Contributions and KLT Loans as such amounts
are outstanding from time to time, if the
closing as provided above occurs before the
first anniversary date of this LLC Agreement.
 If the closing as provided above occurs after
the first anniversary date of this LLC
Agreement, the purchase price shall be
determined as so provided except so as to
allow KLT to receive an Internal Rate of
Return of twenty-five percent (25%) on all of
its Capital Contributions and KLT Loans.

PROVIDED, HOWEVER, that until the second
anniversary of this Agreement, subsection (b)(1),
above, shall not be effective.  At the closing, KLT
shall execute, acknowledge and deliver to Dobell
such instruments of transfer, assignment and
assumption and such other certificates,
representations and documents, and perform all
other acts that Dobell deems necessary or desirable
to transfer KLT's Economic Interest and Voting
Rights to Dobell, free and clear of all liens,
claims and encumbrances and Dobell shall deliver to
KLT payment in cash of the purchase price for KLT's
Economic Interest and Voting Rights as determined
above.  Dobell shall have the right to cause the
incorporation of the Company (with stock in the
corporation issued according to the relative
Economic Interest owned by the Members and Economic
Interest Owners) in conjunction with the closing of
the purchase of KLT's Economic Interest and Voting
Rights pursuant to this Section 10.4; provided,
however, that such incorporation does not cause any
material adverse tax consequences to KLT, such
determination which shall be made by KLT in its
sole and absolute discretion.

10.5	KLT'S OPTION TO PURCHASE.

(a 	KLT and Dobell each acknowledge that on
or after the effective date of this LLC Agreement,
the Company and Dobell will enter into an
employment agreement providing for the Company's
employment of Dobell.  If Dobell's employment with
the Company is terminated for cause or by Dobell's
voluntary act, pursuant to the terms of such
employment agreement,  then KLT shall have the
option to purchase for cash all of Dobell's
Economic Interest and Voting Rights and all of the
Economic Interests (and Voting Rights, if any) of
any permitted transferee to which Dobell has
transferred any part of his Economic Interest as
provided in Section 10.1 above.

(b 	If KLT elects to exercise its option as
provided in this Section 10.5, within thirty (30)
days after the termination of Dobell's employment,
KLT shall provide Dobell notice of such election,
with a copy to each of his transferees, which shall
set forth a cash purchase price for the Economic
Interests and Voting Rights to be purchased
determined by multiplying the fair market value of
the Company by the Percentage Interests to be
purchased, and a date for closing such purchases
which shall not be more than thirty (30) days after
the date of such notice.  If Dobell disagrees with
the fair market value determined by KLT, then
Dobell and KLT shall arrive at a mutually
acceptable Fair Market Value as provided in Section
10.3(e) above.


(c 	At the closing, Dobell and each of his
transferees shall execute, acknowledge and deliver
to KLT such instruments of transfer, assignment and
assumption and such other certificates,
representations and documents, and perform all
other acts that KLT deems necessary or desirable to
transfer his Economic Interest and Voting Rights,
and his transferee's Economic Interests and Voting
Rights, if any, to KLT free and clear of all liens,
claims, options and encumbrances, and KLT shall
deliver to Dobell and his transferees payment in
cash of the purchase price for the Economic
Interests and Voting Rights purchased.

10.6	TRANSFEREE NOT MEMBER IN ABSENCE OF CONSENT.
 Notwithstanding anything contained in this LLC Agreement
to the contrary, if all of the remaining Members with
Voting Rights do not by unanimous affirmative vote or
unanimous consent approve of the proposed Transfer of a
Member's or Economic Interest Owner's Economic Interest
in the Company to a transferee or donee who is not a
Member immediately before the Transfer and the admission
of such transferee as a Member as provided in Article 11
below, the proposed transferee or donee shall have no
right to participate in the management of the business
and affairs of the Company, including, without
limitation, any rights to appoint representatives to the
Management Committee, or to become a Member. Subject to
the satisfaction of the requirements of Section 10.2
above, the transferee or donee shall be merely an
Economic Interest Owner.  Furthermore, except as agreed
upon by all of the remaining Members or as otherwise
provided in this LLC Agreement or the Delaware Act, upon
a Member's transfer of its entire Economic Interest, such
Member's rights to participate in the management and
affairs of the Company, including, without limitation,
its Voting Rights, and any rights to appoint
representatives to the Management Committee, shall cease.

			ARTICLE 11

ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS

11.1	ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS.
 A Person, including a transferee or donee of a Member or
other Person owning an Economic Interest, shall be deemed
admitted as a Member of the Company only upon the
satisfactory completion of the following:

(a)	All of the Members or remaining Members
with Voting Rights, as the case may be, shall have
consented to the admission of the Person as a
Member of the Company and, in the case of a new
Member, all of the Members with Voting Rights shall
have consented to the amount and character of the
proposed Capital Contribution of such new Member.

(b)	The Person shall have accepted and agreed
to be bound by the terms and provisions of this LLC
Agreement and such other documents or instruments
as the Management Committee may require.

(c)	The Person shall have executed a
counterpart of this LLC Agreement to evidence the
consents and agreements above, and any changes in
the Certificate of Formation of the Company and
this LLC Agreement shall have been executed and
filed as deemed necessary by the Management
Committee.


(d)	If the Person is a corporation,
partnership, limited liability company, trust,
association or other entity, the Person shall have
provided the Management Committee with evidence
satisfactory to counsel for the Company of its
authority to become a Member under the terms and
provisions of this LLC Agreement.

(e)	If required by the Management Committee,
counsel for the Company or a qualified counsel for
the transferee or donee or new Member, which
counsel shall have been approved of by the Members,
shall have rendered an opinion to the Members that
the admission of the Person as a Member is in
conformity with the Delaware Act and that none of
the actions in connection with the admission will
cause the termination or dissolution of the Company
or will adversely affect its classification as a
partnership for federal and state income tax
purposes.

(f)	The Person, as required by the Management
Committee, shall have paid all reasonable legal
fees of the Company and the Members and filing
costs in connection with its admission as a Member.

11.2	FINANCIAL ADJUSTMENTS.  No new Members shall
be entitled to any retroactive allocation of losses,
income, or expense deductions incurred by the Company.
The Company may, at its option, at the time a Member is
admitted, close the Company's books (as though the
Company's tax year had ended) or make pro rata
allocations of loss, income, and expense deductions to a
new Member for that portion of the Company's tax year in
which a Member was admitted in accordance with the
provisions of Section 706 of the Internal Revenue Code of
1986, as amended, and the Treasury Regulations
promulgated thereunder.

			ARTICLE 12

TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION

12.1	TERM.  The term of the Company shall commence
on the date the Certificate of Formation for the Company
is filed in the Office of the Delaware Secretary of State
in accordance with the Delaware Act and shall continue
until December 31, 2046, unless earlier dissolved by the
unanimous written consent of all of the Members with
Voting Rights, or the provisions of the Certificate of
Formation, this LLC Agreement or the Delaware Act.

12.2	WITHDRAWAL OF A MEMBER.  A Member may
withdraw, retire or resign from the Company at any time
upon giving ninety (90) days prior written notice of such
withdrawal to the remaining Members; provided, however,
that absent the approval of such withdrawal by the
affirmative vote or consent of a Majority in Interest of
the remaining Members within such ninety (90) day notice
period, such a withdrawal shall be deemed a breach of
this LLC Agreement allowing the Company to recover from
the withdrawing Member damages for such breach as
reasonably determined by the remaining Members,
including, without limitation, attorneys' fees, and
offset such damages against the amounts otherwise
distributable to the withdrawing Member.


Subject to the remaining provisions of this LLC
Agreement, upon the withdrawal of a Member, the
withdrawing Member shall be entitled to the fair market
value of its Economic  Interest, which amount shall be
equal to the sum of the withdrawing Member's Percentage
Interest of both (i) the Company's Net Profits or Net
Losses for the year in which the withdrawal occurs
through the date of the withdrawal (less any
distributions of Net Cash Flow made to the withdrawing
Member through the date of such withdrawal); and (ii) the
value of the Company's assets, net of the Company's
debts, liabilities and obligations; less any deficit
balance in the withdrawing Member's Capital Account, such
consideration which the Company shall pay in cash at the
closing, which closing shall be within thirty (30) days
of the date such purchase price is determined at such
time and place as designated by the Company. For purposes
of this determination, the value of the Company's assets,
other than cash, certificates of deposit and other
instruments the value of which are readily ascertainable,
shall be determined with reference to the fair market
value of such assets as determined by the Company's
regularly employed independent certified public
accountant, which determination shall be final, binding
and conclusive upon all parties.

Notwithstanding the foregoing, if such withdrawal
is deemed to be a breach of this LLC Agreement as
provided above, then the amount to which the withdrawing
Member is entitled for its Economic Interest shall not
include any amount attributable to the goodwill of the
Company and shall be reduced by an amount equal to any
damages attributable to such breach as described above.

12.3	EVENTS OF DISSOLUTION.  Unless the
continuation of the Company's business is approved by the
affirmative vote or consent of a Majority in Interest of
the remaining Members within ninety (90) days of an event
of withdrawal, the Company shall immediately dissolve.
 An event of withdrawal shall include:

(a 	The withdrawal, retirement or resignation
of a Member absent the approval of the remaining
Members and the failure to purchase a withdrawing
Member's Economic Interest as provided in Section
12.2 above;

(b 	In the case of a Member that is a natural
person, the death or insanity of a Member or the
entry by a court of competent jurisdiction
adjudicating a Member incompetent to manage his
person or his estate;

(c 	A Member becoming a Bankrupt Member (as
defined in Section 12.4 below);

(d 	In the case of a Member that is a trust,
the termination of the trust or the distribution of
such trust's entire interest in the Company, but
not merely the substitution of a new trustee;

(e 	In the case of a Member that is a general
or limited partnership, the dissolution and
commencement of winding up of such partnership or a
distribution of its entire interest in the Company;


(f 	In the case of a Member that is a
corporation, the filing of articles of dissolution,
or their equivalent, for the corporation or
revocation of its charter or its distribution of
its entire interest in the Company;

(g 	In the case of a Member that is an
estate, the distribution by the fiduciary of the
estate's entire interest in the Company;

(h 	In the case of a Member that is a limited
liability company, the filing of a certificate of
cancellation or articles of dissolution or
termination, or their equivalent, for the limited
liability company or a distribution of its entire
interest in the Company;

(i 	December 31, 2046;

(j 	The unanimous affirmative vote or
unanimous consent by all of the Members with
Voting Rights to dissolve, wind up and
liquidate the Company;

(k 	The happening of any other event
that makes it unlawful or impossible to carry
on the business of the Company; or

(l 	Any event which causes there to be
only one (1) Member.

Except as otherwise provided in this LLC Agreement or the
Delaware Act, upon the occurrence of an event of
withdrawal as described in subsection (a) through (h)
above, the Member subject of such an event shall cease to
be a Member and shall thereafter be an Economic Interest
Owner.  An event of withdrawal shall not include a
Transfer of a Member's interest pursuant to Article 10
above.

12.4	BANKRUPTCY OF A MEMBER.  A "Bankrupt Member"
shall mean any Member or Economic Interest Owner who:

(a 	makes an assignment for the benefit of
its creditors;

(b 	files a voluntary petition in bankruptcy;

(c 	files a petition or answer seeking for
itself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or
regulation or files an answer or other pleading
admitting or failing to contest the material
allegations of a petition filed against it in any
proceeding of such nature;

(d 	seeks, consents or acquiesces in the
appointment of a trustee, receiver or liquidator of
the Member or Economic Interest Owner or of all or
any substantial part of its property; or


(e 	is the subject of any proceeding seeking
reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, and
one hundred twenty (120) days after commencement of
such proceeding, the proceeding has not been
dismissed; or without the Members' or Economic
Interest Owners' consent or acquiescence has had a
trustee, receiver or liquidator appointed for
itself or for a substantial part of its property
and the appointment is not vacated or stayed, or
within ninety (90) days after the expiration of any
such stay, the appointment is not vacated.

12.5	OPTION TO PURCHASE.  The remaining Members
shall have the option to purchase the Economic Interest
and Voting Rights, if any, of a Bankrupt Member for the
purchase price determined and paid in accordance with the
methodology, terms and conditions provided in Section
12.2 above for the purchase of a withdrawing Member's
interest; provided, however, that no discounts shall be
made to the purchase price for any deemed breach of the
LLC Agreement.  If the remaining Members do not elect to
acquire all of the Bankrupt Member's interest, the
interest shall be transferred in accordance with Article
10 above, or if not transferred, retained by the Bankrupt
Member.  If the remaining Members exercise their option
hereunder and the Bankrupt Member fails to assign its
interest in the Company at the time and place fixed for
closing, then the remaining Members may enforce the
obligation of the Bankrupt Member by an action for
specific performance.

12.6	CESSATION OF BUSINESS.  In the event of the
occurrence of any event effecting the dissolution of the
Company, the Company shall cease to carry on its
business, except insofar as may be necessary for the
winding up of its business, but its separate existence
shall continue until the Manager has filed a certificate
of cancellation in the office of Delaware Secretary of
State or until a decree terminating the Company has been
entered by a court of competent jurisdiction.

12.7	WINDING UP. LIQUIDATION. AND DISTRIBUTION OF
ASSETS.  Upon dissolution, an accounting shall be made of
the accounts of the Company and of the Company's assets,
liabilities and operations, from the date of the last
previous accounting until the date of dissolution and the
Manager shall immediately proceed to wind up the affairs
of the Company.  If the Company is dissolved and its
affairs are to be wound up, the Manager shall:

(a)	Collect and sell or otherwise liquidate
all of the Company's assets as promptly as
practicable (except to the extent all of the
Members by an affirmative and unanimous vote or
consent may determine to distribute any assets to
the Members and Economic Interest Owners in kind);

(b)	Allocate any Net Profits or Net Losses
resulting from such sale or other disposition of
the Company's assets to the Members' and Economic
Interest Owners' Capital Accounts in accordance
with Section 2.1(b) above;


(c)	Discharge all debts, liabilities and
obligations of the Company, including those to
Members and Economic Interest Owners who are
creditors, including KLT to the extent any KLT Loan
Interest or KLT Loan remains unpaid, to the extent
otherwise permitted by law, other than debts,
liabilities and obligations to Members and Economic
Interest Owners for distributions, and establish
such reserves as the Management Committee may deem
reasonably necessary to provide for contingencies
or liabilities of the Company (for purposes of
determining the Capital Accounts of the Members and
Economic Interest Owners, the amounts of such
reserves shall be deemed to be an expense of the
Company);

(d)	Distribute the remaining assets to the
Members and Economic Interest Owners either in cash
or in kind, with any assets distributed in kind
being valued for this purpose at their fair market
value, as follows and in the following order of
priority:

(i) First, to the Members and Economic
Interest Owners with positive Preference
Contribution Account balances, in proportion
to their respective Preference Contribution
Account balances, up to the amount necessary
to reduce all such Preference Contribution
Account balances to zero;

(ii)	Second, to KLT until such
distributions, together with all prior
distributions of Net Cash Flow and/or of the
Company's assets,including amounts distributed
as repayments of KLT Loans, KLT Loan Interest
and returns of KLT's Capital Contributions,
are such that KLT has received an Internal
Rate of Return (determined as provided in
Section 8.1 above) of twenty-five percent
(25%) on all of its Capital Contributions and
KLT Loans as such amounts are outstanding from
time to time; and

(iii) The balance, if any, to the Members
and Economic Interest Owners in proportion to
their Percentage Interests; provided, however,
that the amount distributable to KLT under
this Section 12.7(d)(iii) shall be credited by
the amounts distributed to KLT pursuant to
Section 12.7(d)(ii).

If any assets of the Company are to be distributed
in kind, the fair market value of those assets as
of the date of dissolution, other than cash,
certificates of deposit and other instruments the
value of which are readily ascertainable, shall be
as determined as provided in Section 12.2 above.
Those assets shall be deemed to have been sold as
of the date of dissolution for their fair market
value, and the Capital Accounts of the Members and
Economic Interest Owners shall be adjusted pursuant
to the provisions of this LLC Agreement to reflect
such deemed sale;

(e)	Upon completion of the winding up,
liquidation and distribution of the assets, the
Company shall be deemed terminated; and

(f)	The remaining Members shall comply with
any applicable requirements of the Delaware Act
pertaining to the winding up of the affairs of the
Company and the final distribution of its assets.


12.8	CERTIFICATE OF CANCELLATION.  When all debts,
liabilities, and obligations have been paid and
discharged or adequate provisions have been made therefor
and all of the remaining assets have been distributed to
the Members and Economic Interest Owners, the Manager
shall execute a certificate of cancellation setting forth
the information required by the Delaware Act and shall be
delivered to the Delaware Secretary of State.

12.9	RETURN OF CONTRIBUTION NONRECOURSE TO OTHER
MEMBERS.  Except as provided by law or as expressly
provided in this LLC Agreement, upon dissolution, each
Member and Economic Interest Owner shall look solely to
the assets of the Company for the return of its Capital
Contributions. If the Company assets remaining after the
payment or discharge of the debts and liabilities of the
Company is insufficient to return the Capital
Contributions of the Members and Economic Interest
Owners, the Members and Economic Interest Owners shall
have no recourse against any other Member or Economic
Interest Owner.


			ARTICLE 13

		MISCELLANEOUS PROVISIONS

13.1	WAIVER OF RIGHT OF PARTITION.  It is
specifically agreed that no Member or Economic Interest
Owner shall have the right to ask for partition of the
assets owned or hereafter acquired by the Company, nor
shall any such Member or Economic Interest Owner have the
right to any specific assets of the Company on the
liquidation or winding up of the Company, except as may
be specified by a Majority in Interest.

13.2	NOTICES.  Except as otherwise provided in this
LLC Agreement, any notice required or permitted herein
shall be in writing and shall be deemed to have been
delivered, whether actually received or not, two (2)
calendar days after being deposited in the United States
mail, by registered mail, return receipt requested,
postage prepaid, addressed to the party entitled thereto
at the last address of such party provided by such party
to the Company.  Any notice to the Company shall be sent
to the Company's principal place of business.

13.3	GOVERNING LAW.  This LLC Agreement has been
made and executed in accordance with the Delaware Act and
is to be construed, enforced, and governed in accordance
therewith and with the laws of the State of Delaware.
The parties agree that all actions or proceedings arising
directly or indirectly from this Operation Agreement
shall be commenced and litigated only in the Circuit
Court of Jackson County, Missouri, or the United States
District Court of Missouri, Western District, located in
Kansas City, Missouri.  The parties hereby consent to the
jurisdiction over them of the Circuit Court of Jackson
County, Missouri, or the United States District Court of
Missouri, in all actions or proceedings arising directly
or indirectly from this LLC Agreement.

13.4	ENTIRE AGREEMENT. Except as otherwise provided
herein, this LLC Agreement together with the recitals and
Exhibits hereto, each of which are incorporated herein,
constitutes the entire agreement among the Members on the
subject matter hereof and may not be changed, modified,
amended, or supplemented except in writing, signed by all
of the Members. All other oral or written agreements,
promises, and arrangements in relation to the subject
matter of this LLC Agreement are hereby rescinded.


13.5	BINDING AGREEMENT.  Subject to the
restrictions and encumbrances set forth herein, the terms
and provisions of this LLC Agreement shall be binding
upon, be enforceable by and inure to the benefit of the
Members, Economic Interest Owners and their respective
heirs, executors, administrators, personal
representatives, successors, and assigns.

13.6	INTERPRETATION.  The descriptive headings
contained in this LLC Agreement are for convenience only
and are not intended to define the subject matter of the
provisions of this LLC Agreement and shall not be
resorted to for interpretation thereof.

13.7	SEVERABILITY.  If any provision of this LLC
Agreement or the application thereof to any individual or
entity or circumstance shall be invalid or unenforceable
to any extent, the remainder of this LLC Agreement and
the application of such provisions to other individuals
or entities or circumstances shall not be affected
thereby and shall be enforced to the greatest extent
permitted by law.

13.8	WAIVER.  No consent or waiver, express or
implied, by any Member or Economic Interest Owner to or
of any breach or default by any other Member or Economic
Interest Owner in the performance by such other Member or
Economic Interest Owner of its obligations under this LLC
Agreement shall be deemed or construed to be a consent or
waiver to or of any other breach or default in the
performance by such other Member or Economic Interest
Owner of the same or any other obligations hereunder. The
failure on the part of any Member or Economic Interest
Owner to complain of any act or failure to act of any of
the other Members or Economic Interest Owners or to
declare any of the other Members or Economic Interest
Owners in default, irrespective of how long such failure
continues, shall not constitute a waiver by such Member
or Economic Interest Owner of its rights under this LLC
Agreement.

13.9	EQUITABLE REMEDIES.  The rights and remedies
of any of the Members or Economic Interest Owners
hereunder shall not be mutually exclusive. Each of the
Members and Economic Interest Owners confirms that
damages at law may be an inadequate remedy for a breach
or threatened breach of this LLC Agreement and agrees
that in the event of a breach or threatened breach of any
provision hereof, the respective rights and obligations
hereunder shall be enforceable by specific performance,
injunction or other equitable remedy, but nothing herein
contained is intended to, nor shall it, limit or affect
any right or rights at law or by statute or otherwise of
a Member or Economic Interest Owners aggrieved as against
a party for a breach or threatened breach of any
provision hereof; it being the intention hereof to make
clear the agreement of the Members and Economic Interest
Owners that the respective rights and obligations of the
Members and Economic Interest Owners hereunder shall be
enforceable in equity as well as at law or otherwise.

13.10	ATTORNEY'S FEES.  In the event of a
default by a Member or Economic Interest Owner under this
LLC Agreement, the non-defaulting Members and Economic
Interest Owners shall be entitled to recover all costs
and expenses, including attorney's fees, incurred as a
result of said default or in connection with the
enforcement of this LLC Agreement.


13.11	COUNTERPARTS.   This LLC Agreement may be
executed in two (2) or more counterparts, all of which
taken together shall constitute one (1) instrument.

13.12	GENDER.  Whenever in this LLC Agreement,
words, including pronouns, are used in masculine or
neuter, they shall be read and construed in the
masculine, feminine or neuter, as the case may be,
wherever they would so apply, and wherever in this LLC
Agreement, words, including pronouns, are used in the
singular or plural, they shall be read and construed in
the plural or singular, respectively, wherever they would
so apply.

13.13	SAVING CLAUSE.  In the event any
provision of this LLC Agreement shall be, or shall be
found to be, contrary to the Delaware Act, such provision
shall be deemed amended so as to conform with such Act.

13.14	FURTHER DOCUMENTATION.  Each of the
parties hereto agrees in good faith to execute such
further or additional documents as may be necessary or
appropriate to fully carry out the intent and purpose of
this LLC Agreement.

13.15	INCORPORATION OF RECITALS.   The preamble
and recitals to this LLC Agreement are hereby
incorporated by reference and made an integral part
hereof.


13.16	INDEMNIFICATION. The Company shall
indemnify any Member, Manager or officer of the Company
who was or is a party or is threatened to be made a party
to any threatened, pending or completed action,
arbitration, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by
or in the right of the Company, by reason of the fact
that such Member, Manager or officer is or was a Member,
Manager or officer of the Company or is or was serving at
the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust,
or other enterprise, against liability incurred in
connection with such action, arbitration, suit or
proceeding, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably
incurred by such Member, Manager or officer in connection
with such action, arbitration, suit or proceeding,
including any appeal thereof, if such Member, Manager or
officer acted in good faith and in a manner such Member,
Manager or officer reasonably believed to be in or not
opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe such Member's, Manager's or
officer's conduct was unlawful, except that no
indemnification shall be made in respect of any claim,
issue or matter as to which such Member, Manager, or
officer shall have been adjudged to be liable for gross
negligence or gross misconduct in the performance of such
Member's, Manager's, or officer's duty to the Company
unless and only to the extent that the court or
arbitration in which the action, arbitration or suit was
brought determines upon application that, despite the
adjudication of liability and in view of all the
circumstances of the case, such Member, Manager, or
officer is fairly and reasonably entitled to indemnity
for such expenses which the court or arbitration shall
deem proper.  The termination of any action, arbitration,
suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption
that the Member, Manager or officer did not act in good
faith and in a manner which such Member, Manager or
officer reasonably believed to be in or not opposed to
the best interests of the  Company and, with respect to
any criminal action or proceeding, had reasonable cause
to believe that such Member's, Manager's or officer's
conduct was unlawful.


IN WITNESS WHEREOF, the parties hereto have signed
this LLC Agreement to be effective on the date first
above written.

KLT TELECOM INC.,
a Missouri corporation

By: 	/s/R. G. Wasson
Name:  	R. G. Wasson
Title:  President

COLIN DOBELL

/s/Colin Dobell
Colin Dobell

	EXHIBIT A

	LIMITED LIABILITY COMPANY AGREEMENT OF MUNICIPAL
SOLUTIONS, LLC


			Description	Inital		Inital
		   Fair Market Value of	Percentage	Voting
NAME			INITAL CAPITAL	INTEREST	RIGHTS
			CONTRIBUTION

KLT Telecom Inc.	$2,000.00	   67%	  	  80%
FEIN

Colin Dobell		$  500.00	   33%	 	  20%
SSN:

                                                    Exhibit B-120

                    CERTIFICATE OF FORMATION

                               OF

                    TELEMETRY SOLUTIONS, LLC

     This Certificate of Formation of Telemetry Solutions, LLC
(the "Company"), dated as of January 8, 1997, is being duly
executed and filed by KLT Telecom Inc. as an authorized person,
to form a limited liability company under the Delaware Limited
Liability Company Act (6 DEL. C.  18-101, et. seq.).

     FIRST.  Name.  The name of the limited liability company
formed hereby is Telemetry Solutions, LLC.

     SECOND.  Registered Office and Registered Agent.  The
Company's registered office in the State of Delaware is located
at 1209 Orange Street, Wilmington, Delaware 19801.  The
registered agent of the Company for service of process at such
address is The Corporation Trust Company.

     IN WITNESS THEREOF, the undersigned has executed this
Certificate of Formation as of the date first above written.

                                        KLT Telecom Inc.
                                        a Missouri corporation

                                        /s/R. G. Wasson



      Certificate of Amendment of Certificate of Formation

                               Of

                    TELEMETRY SOLUTIONS, LLC


     It is hereby certified that:

     1.   The name of the limited liability company (hereinafter
       called the "limited liability company" is TELEMETRY SOLUTIONS,
       LLC.

     2.   The certificate of formation of the limited liability
       company is hereby amended by striking out Article[s] Second and
       Third thereof and by substituting in lieu of said Article[s] the
       following new Article[s]:

            SECOND:  The address of the registered office and
       the name and the address of the registered agent of the
       limited liability company required to be maintained by
       Section 18-104 of the Delaware Limited Liability Company
       Act are The Prentice-Hall Corporation System, Inc., 1013
       Centre Road, Wilmington, Delaware 19805.

     Executed on 20, January, 1998.

     /s/ Mark G. English

Exhibit B-121






	LIMITED LIABILITY COMPANY AGREEMENT

			OF

		TELEMETRY SOLUTIONS, LLC


		January 9, 1997
























		TABLE OF CONTENTS


								PAGE

ARTICLE 1
THE LIMITED LIABILITY COMPANY					1
	1.1	FORMATION OF LIMITED LIABILITY COMPANY		1
	1.2	REGISTERED OFFICE AND AGENT			1
	1.3	PURPOSE					  	1
	1.4	PRINCIPAL PLACE OF BUSINESS			2
	1.5	PROPERTY					2
	1.6	PAYMENT OF INDIVIDUAL OBLIGATIONS		2

ARTICLE 							2
DEFINITIONS							2
	2.1	DEFINITIONS					2
		(a)	"ADJUSTED CAPITAL ACCOUNT BALANCE"	2
		(b)	"CAPITAL ACCOUNT"			2
		(c)	"CAPITAL CONTRIBUTION" or "CAPITAL
			  CONTRIBUTIONS"			3
		(d)	"CODE" 					3
		(e)	"COMPANY MINIMUM GAIN"			4
		(f)	"DEPRECIATION"				4
		(g)	"ECONOMIC INTEREST"			4
		(h)	"ECONOMIC INTEREST OWNER"		4
		(i)	"GROSS ASSET VALUE" 			4
		(j)	"INTERNAL RATE OF RETURN" 		5
		(k)	"KLT LOAN"				5
		(l)	"KLT LOAN INTEREST"			5
		(m)	"MAJORITY IN INTEREST"			5
		(n)	"MANAGEMENT COMMITTEE"			5
		(o)	"MANAGER"				5
		(p)	"MEMBER"				6
		(q)	"MEMBER NONRECOURSE DEBT"		6
		(r)	"MEMBER NONRECOURSE DEBT MINIMUM
			 GAIN"					6
		(s)	"MEMBER NONRECOURSE DEDUCTIONS"		6
		(t)	"NET CASH FLOW"				6
		(u)	"NET PROFITS" and "NET LOSSES"		6
		(v)	"NONRECOURSE DEDUCTIONS"		7
		(w)	"NONRECOURSE LIABILITY"			7
		(x)	"OPERATING COSTS"			7
		(y)	"PERCENTAGE INTEREST"			7
		(z)	"PERSON" 				8
		(aa)	"PROCEEDS"				8
		(bb)	"REGULATIONS"				8
		(cc)	"RESIDUAL CAPITAL ACCOUNT BALANCE"	8
		(dd)	"VOTING RIGHTS"				8
	3.1	MANAGEMENT COMMITTEE				8
	3.2	CHAIRMAN, VICE-CHAIRMAN AND OTHER
		 OFFICERS					9
	3.3	MEETINGS					9
	3.4	QUORUM						9
	3.5	VOTING						9
	3.6	ACTION WITHOUT A MEETING			10
	3.7	TELEPHONE MEETINGS				10
	3.8	WAIVER OF NOTICE				10
	3.9	SALARY AND EXPENSES				10
	3.10	OPERATING BUDGETS				10
	3.11	LIMITATION ON POWERS OF MANAGEMENT
		 COMMITTEE					11
	3.12	DUTIES OF MANAGER				11
	3.13	REMOVAL OR RESIGNATION OF MANAGER		12
	3.14	COMPENSATION OF MANAGER				13
	3.15	RESTRICTIONS ON THE MEMBERS			13
	3.16	MEMBERS' OBLIGATION TO APPROVE
		 ALTERNATIVE FUNDING TO KLT LOANS		13

ARTICLE 4
RIGHTS AND OBLIGATIONS OF MEMBERS				13
	4.1	LIMITATION OF LIABILITY				13
	4.2	COMPANY LIABILITIES				13
	4.3	PRIORITY AND RETURN OF CAPITAL			13
	4.4	LIABILITY OF A MEMBER OR ECONOMIC
		 INTEREST OWNER TO THE COMPANY			13
	4.5	INDEPENDENT ACTIVITIES				14

ARTICLE 5
MEETINGS OF MEMBERS						14
	5.1	ANNUAL MEETING					14
	5.2	SPECIAL MEETINGS				14
	5.3	PLACE OF MEETINGS				14
	5.4	NOTICE OF MEETINGS				14
	5.5	MEETING OF ALL MEMBERS				14
	5.6	RECORD DATE					15
	5.7	QUORUM						15
	5.8	VOTING						15
	5.9	PROXIES						15
	5.10	ACTION BY MEMBERS WITHOUT A MEETING		15
	5.11	WAIVER OF NOTICE				15

ARTICLE 6
CAPITAL CONTRIBUTIONS						16
	6.1	INITIAL CAPITAL CONTRIBUTIONS			16
	6.2	INCREASE IN COMPANY CAPITAL			16
	6.3	FAILURE TO CONTRIBUTE				17
	6.4	CAPITAL ACCOUNTS OF MEMBERS			19
	6.5	ADJUSTMENT OF PERCENTAGE INTERESTS		19
	6.6	INTEREST AND OTHER AMOUNTS			20
	6.7	AMENDMENT OF DOCUMENTS				20
	6.8	LOANS OF MEMBERS				20
	6.9	WITHDRAWAL OF CAPITAL CONTRIBUTION		20
	6.10	KLT LOAN					20

SECTION 7							22
	7.1	NET PROFITS					22
	7.2	NET LOSSES					22
	7.3	SPECIAL ALLOCATIONS				23
	7.4	OTHER ALLOCATION RULES				24
	7.5	TAX ALLOCATIONS:  CODE SECTION 704(C)		24

ARTICLE 8
ACCOUNTING, DISTRIBUTIONS AND TAXES				25
	8.1	DISTRIBUTION OF NET CASH FLOW			25
	8.2	ACCOUNTING					26
	8.3	TAX ELECTIONS					27
	8.4	TAX MATTERS MEMBER				27

ARTICLE 9							27
	9.1	IN GENERAL					27

ARTICLE 10
TRANSFERABILITY							28
	10.1	GENERAL						29
	10.2	RIGHT OF FIRST OFFER				29
	10.3	DOBELL PUT OPTION				31
	10.4	CHANGE OF CONTROL				33
	10.5	KLT'S OPTION TO PURCHASE. 			34
	10.6	TRANSFEREE NOT MEMBER IN ABSENCE OF
		 CONSENT					35

ARTICLE 11
ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS			35
	11.1	ADMISSION OF SUCCESSOR MEMBERS OR NEW
		 MEMBERS					35
	11.2	FINANCIAL ADJUSTMENTS				36

ARTICLE 12
TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION		36
	12.1	TERM						36
	12.2	WITHDRAWAL OF A MEMBER				36
	12.3	EVENTS OF DISSOLUTION				37
	12.4	BANKRUPTCY OF A MEMBER				38
	12.5	OPTION TO PURCHASE				39
	12.6	CESSATION OF BUSINESS				39
	12.7	WINDING UP. LIQUIDATION. AND DISTRIBUTION
		 OF ASSETS					39
	12.8	CERTIFICATE OF CANCELLATION			40
	12.9	RETURN OF CONTRIBUTION NONRECOURSE TO
		 OTHER MEMBERS					41

ARTICLE 13							41
	13.1	WAIVER OF RIGHT OF PARTITION			41
	13.2	NOTICES						41
	13.3	GOVERNING LAW					41
	13.4	ENTIRE AGREEMENT				41
	13.5	BINDING AGREEMENT				42
	13.6	INTERPRETATION					42
	13.7	SEVERABILITY					42
	13.8	WAIVER						42
	13.9	EQUITABLE REMEDIES				42
	13.10	ATTORNEY'S FEES					42
	13.11	COUNTERPARTS					43
	13.12	GENDER						43
	13.13	SAVING CLAUSE					43
	13.14	FURTHER DOCUMENTATION				43
	13.15	INCORPORATION OF RECITALS			43
	13.16	INDEMNIFICATION.				43

EXHIBIT B
Promissory Note							46

EXHIBIT C
Operational and Financial Objectives				48

EXHIBIT D
Credit Agreement						50




	LIMITED LIABILITY COMPANY AGREEMENT

				OF

		TELEMETRY SOLUTIONS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT ("LLC
Agreement"), is made and entered into to be effective as
of the 9th day of January, 1997, by and between KLT
Telecom Inc., a Missouri corporation ("KLT"), and Colin
Dobell ("Dobell"), (KLT and Dobell each hereinafter
referred to as a "Member").

WHEREAS, the Members have agreed to organize a
limited liability company governed by the Delaware
Limited Liability Company Act (the "Delaware Act");

NOW, THEREFORE, in consideration of the mutual
covenants and benefits set forth below, and other good
and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:

			ARTICLE 1

		THE LIMITED LIABILITY COMPANY

1.1	FORMATION OF LIMITED LIABILITY COMPANY.  The
Certificate of Formation of Telemetry Solutions, LLC (the
"Company") was filed in the office of the Secretary of
State of Delaware pursuant to the Delaware Act on January
9, 1997 and is hereby ratified by each of the Members.
 All prior agreements concerning the subject matter of
this LLC Agreement are canceled and shall have no further
effect.

 1.2	REGISTERED OFFICE AND AGENT. The address of
the Company's registered office in the state of Delaware
is located at 1209 Orange Street, Wilmington, Delaware
19801 or any other or additional place or places as the
Members may determine from time to time, and the
registered agent at such office is The Corporation Trust
Company.

In the event the registered agent ceases to act as
such for any reason or the registered office shall
change, the Management Committee shall promptly designate
a replacement registered agent or registered office as
the case may be, and make the appropriate filings with
the secretary of state.  If the Management Committee
shall fail to designate a replacement registered agent or
registered office, as the case may be, then any one
Member may designate a replacement registered agent or
registered office and make the appropriate filings in the
Office of the Secretary of State of Delaware.


1.3	PURPOSE. The purpose and business of the
Company shall be to invest in business ventures as
selected by the unanimous affirmative vote or unanimous
consent of all of the Members with Voting Rights from
time to time and to provide marketing and management
services to such ventures, including, without limitation,
legal, tax and analytical support, and to do all other
things which are reasonably incidental to the foregoing.
The Company may transact any or all other lawful business
for which a limited liability company may be organized
under the Delaware Act upon the unanimous affirmative
vote or unanimous consent of all of the Members with
Voting Rights of the Company specifically authorizing any
such other lawful business.

1.4	PRINCIPAL PLACE OF BUSINESS. The principal
place of business of the Company shall be 1201 Walnut,
Kansas City, Missouri 64106, or at such other place or
places within or without the State of Delaware as the
Management Committee may designate from time to time.

1.5	PROPERTY.  All assets, including real and
personal property owned and held by the Company shall be
owned by the Company in the name of the Company and no
Member or Economic Interest Owner shall have any
ownership interest in such property in its individual
name or right.  Each Member's or Economic Interest
Owner's interest in the Company shall be personal
property for all purposes.  Any deed, bill of sale,
mortgage, lease, contract of sale or other instrument
purporting to convey or encumber any interest in the
property of the Company shall be signed only as
authorized by the unanimous affirmative vote or unanimous
consent of all of the Members with Voting Rights.

1.6	PAYMENT OF INDIVIDUAL OBLIGATIONS.  The
Company's credit and assets shall be used solely for the
benefit of the Company, and no asset of the Company shall
be transferred or encumbered for or in payment of any
individual obligation of a Member or Economic Interest
Owner.

			ARTICLE 2

			DEFINITIONS

2.1	DEFINITIONS. As used in this LLC Agreement:

(a)	"ADJUSTED CAPITAL ACCOUNT BALANCE" means
the balance (be it positive or negative) which
would be obtained by adding to a Member's or
Economic Interest Owner's Capital Account balance
such Member's or Economic Interest Owner's share of
the "Company Minimum Gain" and "Member Nonrecourse
Debt Minimum Gain."

(b)	"CAPITAL ACCOUNT" means, with respect to
any Member or Economic Interest Owner, the Capital
Account maintained for such Person in accordance
with the following provisions:

(i)	To each Person's Capital Account
there shall be credited such Member's or
Economic Interest Owner's Capital
Contributions, such Member's or Economic
Interest Owner's distributive share of Net
Profits and any items in the nature of income
or gain which are specially allocated pursuant
to Section 7 hereof, and the amount of any
Company liabilities assumed by such Member or
Economic Interest Owner or which are secured
by any Property distributed to such Member or
Economic Interest Owner.

(ii)	To each Member's or Economic
Interest Owner's Capital Account there shall
be debited the amount of cash and the Gross
Asset Value of any Property distributed to
such Member or Economic Interest Owner
pursuant to any provision of this LLC
Agreement, such Member's or Economic Interest
Owner's distributive share of Net Losses and
any items in the nature of expenses or losses
which are specially allocated pursuant to
Section 7 hereof, and the amount of any
liabilities of such Member or Economic
Interest Owner assumed by the Company or which
are secured by any property contributed by
such Member or Economic Interest Owner to the
Company.

(iii)	In the event any interest in
the Company is transferred in accordance with
the terms of this LLC Agreement, the
transferee shall succeed to the Capital
Account of the transferor to the extent it
relates to the transferred interest.

(iv)	In determining the amount of any
liability for purposes of Sections 2.1(b)(i)
and 2.1(b)(ii) hereof, there shall be taken
into account Code Section 752(c) and any other
applicable provisions of the Code and
Regulations.

The foregoing provisions and the other
provisions of this LLC Agreement relating to the
maintenance of Capital Accounts are intended to
comply with Regulations Section 1.704-1(b), and
shall be interpreted and applied in a manner
consistent with such Regulations.  In the event the
Management Committee shall determine that it is
prudent to modify the manner in which the Capital
Accounts, or any debits or credits thereto
(including, without limitation, debits or credits
relating to liabilities which are secured by
contributed or distributed property or which are
assumed by the Company or the Members and Economic
Interest Owners), are computed in order to comply
with such Regulations, such modification shall be
made, provided that is not likely to have a
material effect on the amounts distributable to any
Member or Economic Interest Owner pursuant to
Article  12 hereof upon the dissolution of the
Company.  Adjustments and modifications also shall
be made as are necessary or appropriate (i) to
maintain equality between the Capital Accounts of
the Members and Economic Interest Owners and the
amount of Company capital reflected on the
Company's balance sheet, as computed for book
purposes in accordance with Regulations Section
1.704-1(b)(2)(iv)(g), and (ii) in the event
unanticipated events might otherwise cause this LLC
Agreement not to comply with Regulations Section
1.704-1(b).

(c)	"CAPITAL CONTRIBUTION" or "CAPITAL
CONTRIBUTIONS" means, with respect to any Member or
Economic Interest Owner, the amount of money and
the Gross Asset Value of any property (other than
money) contributed to the Company with respect to
the Percentage Interest held by such Member or
Economic Interest Owner pursuant to the terms of
this LLC Agreement.  The initial Capital
Contributions of the Members are set forth on
EXHIBIT A hereto, which is incorporated herein by
this reference.

(d)	"CODE" shall mean the Internal Revenue
Code of 1986, as amended from time to time (or any
corresponding provisions of succeeding law).

(e)	"COMPANY MINIMUM GAIN" has the meaning
set forth in Regulations Sections 1.704-2(b)(2) and
1.704-2(d).

(f)	"DEPRECIATION" means, for each fiscal
year, an amount equal to the depreciation,
amortization, or other cost recovery deduction
allowable under the Code with respect to an asset
for such fiscal year, except that (i) with respect
to any asset whose Gross Asset Value differs from
its adjusted tax basis for federal tax purposes and
which difference is being eliminated by use of the
"remedial method" defined by Section 1.704-3(d) of
the Regulations, Depreciation for such fiscal year
shall be the amount of book basis recovered for
such fiscal year under the rules prescribed by
Section 1.704-3(d)(2) of the Regulations, and (ii)
with respect to any other asset whose Gross Asset
Value differs from its adjusted tax basis for
federal income tax purposes at the beginning of
such fiscal year, Depreciation shall be an amount
which bears the same ratio to such beginning Gross
Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for
such fiscal year bears to such beginning adjusted
tax basis; provided, however, that if the adjusted
tax basis for federal income tax purposes of an
asset at the beginning of such fiscal year is zero,
Depreciation shall be determined with reference to
such beginning Gross Asset Value using any
reasonable method selected by the Management
Committee.

(g)	"ECONOMIC INTEREST" shall mean the
ownership interest of a Person in the Company's Net
Profits, Net Losses and the distribution of Net
Cash Flow and/or the Company's assets pursuant to
this LLC Agreement and the Delaware Act, but shall
not include any right to vote on, consent to or
otherwise participate in any decision of the
Members in the management of the Company.

(h)	"ECONOMIC INTEREST OWNER" shall mean any
Person who owns an Economic Interest, but is not a
Member.

(i)	"GROSS ASSET VALUE" means, with respect
to any asset, the asset's adjusted basis for
federal income tax purposes, except as follows:

(i)	The initial Gross Asset Value of any
asset contributed by a Member or Economic
Interest Owner to the Company shall be the
gross fair market value of such asset, as
determined by the contributing Member or
Economic Interest Owner and all of the
remaining Members;


(ii)	The Gross Asset Values of all
Company assets shall be adjusted to equal
their respective gross fair market values, as
determined by the Management Committee, as of
the following times: (A) the acquisition of an
additional interest in the Company by any new
or existing Member or Economic Interest Owner
in exchange for more than a DE MINIMIS Capital
Contribution; (B) the distribution by the
Company to a Member or Economic Interest Owner
of more than a DE MINIMIS amount of property
as consideration for an interest in the
Company; and (c) the liquidation of the
Company within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g); provided,
however, that adjustments pursuant to clauses
(A) and (B) above shall be made only if the
Management Committee reasonably determine that
such adjustments are necessary or appropriate
to reflect the relative economic interests of
the Members and Economic Interest Owners in
the Company;

(iii)	The Gross Asset Value of any
Company asset distributed to any Member or
Economic Interest Owner shall be adjusted to
equal the gross fair market value of such
asset on the date of distribution as
determined by the distributee and the
Management Committee;

(iv)	The Gross Asset Values of Company
assets shall be increased (or decreased) to
reflect any adjustments to the adjusted basis
of such assets pursuant to Code Section 734(b)
or Code Section 743(b), but only to the extent
that such adjustments are taken into account
in determining Capital Accounts pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m) and
Sections 2.1(f)(vi) and 7.3(e) hereof;
provided, however, that Gross Asset Values
shall not be adjusted pursuant to this Section
2.1(i)(iv) to the extent the Management
Committee determine that an adjustment
pursuant to Section 2.1(i)(ii) hereof is
necessary or appropriate in connection with a
transaction that would otherwise result in an
adjustment pursuant to this Section
2.1(i)(iv).

If the Gross Asset Value of an asset has been
determined or adjusted pursuant to Section
2.1(i)(i), Section 2.1(i)(ii), or Section
2.1(i)(iv) hereof, such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken
into account with respect to such asset for
purposes of computing Net Profits and Net Losses.

(j)	"INTERNAL RATE OF RETURN" has the meaning
set forth in Section 8.1.

(k)	"KLT LOAN" has the meaning set forth in
Section 6.10.

(l)	"KLT LOAN INTEREST" has the meaning set
forth in Section 6.10.

(m)	"MAJORITY IN INTEREST" shall mean more
than fifty percent (50%) of the Voting Rights held
by the Members determined, pursuant to an
affirmative vote or consent of the Members with
Voting Rights at the time the Majority in Interest
provision applies.

(n)	"MANAGEMENT COMMITTEE" shall mean the
committee of the Company, appointed by the Members
and established pursuant to Article 3 of this LLC
Agreement.

(o)	"MANAGER" shall mean Colin Dobell, or any
replacement Manager appointed by the Management
Committee pursuant to Section 3.13 hereof.


(p)	"MEMBER" shall mean any person executing
this LLC Agreement from time to time and as
otherwise admitted as a member of the Company as
provided in Section 11.1 of this LLC Agreement.

(q)	"MEMBER NONRECOURSE DEBT" has the meaning
set forth in Section 1.704-2(b)(4) of the
Regulations.

(r)	"MEMBER NONRECOURSE DEBT MINIMUM GAIN"
means an amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain
that would result if such Member Nonrecourse Debt
were treated as a Nonrecourse Liability, determined
in accordance with Section 1.704-2(i)(3) of the
Regulations.

(s)	"MEMBER NONRECOURSE DEDUCTIONS" has the
meaning set forth in Sections 1.704-2(i)(1) and
1.704-2(i)(2) of the Regulations.

(t)	"NET CASH FLOW" shall mean, with respect
to any period, the amount (if any) by which the
Proceeds for such period exceed the Operating Costs
for such period, all principal and interest
payments on indebtedness of the Company, and all
other sums paid to lenders.

(u)	"NET PROFITS" and "NET LOSSES" means, for
each fiscal year, an amount equal to the Company's
taxable income or loss for such fiscal year,
determined in accordance with Code Section 703(a)
(for this purposes, all items of income, gain,
loss, or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss), with the
following adjustments:

(i)	Any income of the Company that is
exempt from federal income tax and not
otherwise taken into account in computing Net
Profits or Net Losses pursuant to this Section
2.1(u) shall be added to such taxable income
or loss;

(ii)	Any expenditures of the Company
described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken
into account in computing Net Profits or Net
Losses pursuant to this Section 2.1(u) shall
be subtracted from such taxable income or
loss;

(iii)	In the event the Gross Asset
Value of any Company asset is adjusted
pursuant to Section 2.1(i)(ii) or Section
2.1(i)(iii) hereof, the amount of such
adjustment shall be taken into account as gain
or loss from the disposition of such asset for
purposes of computing Net Profits or Net
Losses;


(iv)	Gain or loss resulting from any
disposition of property with respect to which
gain or loss is recognized for federal income
tax purposes shall be computed by reference to
the Gross Asset Value of the property disposed
of, notwithstanding that the adjusted tax
basis of such property differs from its Gross
Asset Value;

(v)	In lieu of the depreciation,
amortization, and other cost recovery
deductions taken into account in computing
such taxable income or loss, there shall be
taken into account Depreciation for such
fiscal year, computed in accordance with
Section 2.1(f) hereof;

(vi)	To the extent an adjustment to the
adjusted tax basis of any Company asset
pursuant to Code Section 734(b) or Code
Section 743(b) is required pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m)(4) to
be taken into account in determining Capital
Accounts as a result of a distribution other
than in liquidation of a Member's or Economic
Interest Owner's interest in the Company, the
amount of such adjustment shall be treated as
an item of gain (if the adjustment increases
the basis of the asset) or loss (if the
adjustment decreases the basis of the asset)
from the disposition of the asset and shall be
taken into account for purposes of computing
Net Profits or Net Losses; and

(vii)	Notwithstanding any other
provision of this Section 2.1(u), any items
which are specially allocated pursuant to
Section 7 hereof shall not be taken into
account in computing Net Profits or Net
Losses.

The amounts of the items of Company income, gain,
loss or deduction available to be specially
allocated pursuant to Section 7 hereof shall be
determined by applying rules analogous to those set
forth in Sections 2.1(i)(i) through 2.1(i)(vi)
above.

(v)	"NONRECOURSE DEDUCTIONS" has the meaning
set forth in Section 1.704-2(b)(1) of the
Regulations.

(w)	"NONRECOURSE LIABILITY" has the meaning
set forth in Section 1.704-2(b)(3) of the
Regulations.

(x)	"OPERATING COSTS" shall mean, with
respect to any period, all cash expenditures
incurred incident to the normal operation of the
Company's business and any amounts determined by
the Management Committee, from time to time, to be
reasonably necessary to provide a reserve for the
operations, expenses, debt payments, capital
improvements, and contingencies of the Company.

(y)	"PERCENTAGE INTEREST" shall mean, with
respect to any Member or Economic Interest Owner,
such Person's percentage interest of the Economic
Interests in the Company as adjusted from time to
time:  (i) pursuant to this LLC Agreement; or (ii)
as a result of any Transfer (as defined in Section
10.1 below) by a Member or Economic Interest Owner
of all or a portion of its Economic Interest.  The
initial Percentage Interests of the Members are as
designated in Section 6.1 of this LLC Agreement.


(z)	"PERSON" shall include any individual,
trust, estate, corporation, partnership, limited
liability company, association or other entity.

(aa)	"PROCEEDS" shall mean, with respect to
any period, gross receipts received by the Company
from all sources during such period, including,
without limitation, all sales, other dispositions,
and refinancings of the Company's property, but
does not include Capital Contributions as provided
for in Article 6 of this LLC Agreement or the
proceeds of any KLT Loans to the Company as
provided for in Section 6.10 of this LLC Agreement.

(bb)	"REGULATIONS" means the Income Tax
Regulations, including Temporary Regulations,
promulgated under the Code, as such regulations may
be amended from time to time (including
corresponding provisions of succeeding
Regulations).

(cc)	"RESIDUAL CAPITAL ACCOUNT BALANCE" means
the excess (if any) of the amount of a Member's or
Economic Interest Owner's positive Adjusted Capital
Account Balance over the amount of such Member's or
Economic Interest Owner's Preference Contributions
Account balance.

(dd)	"VOTING RIGHTS" shall mean, with respect
to any Member, such Person's percentage interest in
the voting rights in the Company, as may be
adjusted from time to time pursuant to this LLC
Agreement.  The initial Voting Rights of the
Members are as set forth in EXHIBIT A attached to
this LLC Agreement.

			ARTICLE 3

			MANAGEMENT

3.1	MANAGEMENT COMMITTEE.  The business and
affairs of the Company shall be managed by a Management
Committee which, subject to the provisions of this LLC
Agreement, shall have the power and authority to take, or
cause to be taken, any and all actions necessary as
advisable to carry out its duties as described in this
LLC Agreement.

The Management Committee shall consist of
three (3) representatives, two (2) of whom shall be
appointed by KLT and one (1) of whom shall be appointed
by Dobell.  In the event of the resignation or death of
a representative, the vacancy shall be promptly filled by
a nominee of the Member who appointed the departing
representative.  The appointment of each representative
on the Management Committee subsequent to the initial
representatives named this Section 3.1 shall be evidenced
by an appointment, and acceptance of appointment, in a
writing delivered to the Company by the Member entitled
to appoint such representative.  Each representative will
serve on the Management Committee at the pleasure of the
Member appointing him or her.  The first Management
Committee shall consist of R.G. Wasson and M.G. English
(appointed by KLT) and Colin Dobell (appointed by
Dobell).


If Dobell transfers any part of his Economic
Interest but retains his Voting Rights, then he shall
retain his rights to appoint a representative to the
Management Committee as provided in this Section 3.1.  If
either KLT or Dobell transfer all of their Economic
Interests and the transferee thereof is admitted as a
Member of the Company as provided in Section 11.1 of this
LLC Agreement, then the transferee of such Economic
Interest shall succeed to such Member's rights to appoint
representatives to the Management Committee as provided
in this Section 3.1.  If either KLT or Dobell shall
relinquish their Voting Rights pursuant to the terms of
this LLC Agreement, then the other Member shall have the
right to exercise such relinquishing Member's Rights to
appoint representatives to the Management Committee until
such Voting Rights are restored, as the case may be.

  	3.2	CHAIRMAN, VICE-CHAIRMAN AND OTHER OFFICERS.  A
representative on the Management Committee appointed and
so designated by KLT will serve as the Chairman of the
Management Committee, and a representative appointed and
so designated by Dobell will serve as the Vice-Chairman
of the Management Committee.  The Company shall have such
other officers as may be appointed by the Management
Committee, or in the absence of such appointment, as
designated by the Chairman of the Management Committee.
 R.G. Wasson will serve as the initial Chairman, and
Colin Dobell as the initial Vice-Chairman.  The Chairman
of the Management Committee shall preside at all meetings
of the Management Committee, and shall have such other
duties and responsibilities as may be assigned by the
Management Committee from time to time.  The Vice-
Chairman of the Management Committee, in the absence or
inability of the Chairman to act, shall preside in the
Chairman's place at all meetings of the Management
Committee.  The Vice-Chairman shall have such other
duties and responsibilities as may be assigned by the
Management Committee .

3.3	MEETINGS.  Meetings of the Management
Committee may be called by either the Chairman or Vice-
Chairman of the Management Committee by written notice
designating the time and place of the meeting sent to
each representative not fewer than five (5) nor more than
ten (10) days before the date of the meeting to the
address of the Member appointing such representative. If
no place is designated, then the meeting shall be held at
the Company's principal place of business.  If all of the
representatives to the Management Committee meet at any
time and place, the meeting shall be valid without call
or notice and any lawful action may be taken at such
meeting.

3.4	QUORUM.  The presence of at least one (1)
representative appointed each by KLT and by Dobell at a
duly called meeting shall constitute a quorum at any
meeting of the Management Committee.

3.5	VOTING.  The respective representatives of KLT
and Dobell to the Management Committee each shall possess
a percentage of all of the voting rights of the
Management Committee in proportion to the Voting Rights
held by the Member which appointed them, each such
Member's Management Committee voting rights which may be
exercised by any one representative appointed by such
Member as agreed upon among such Member's
representatives.  If a quorum is present, the affirmative
vote of fifty-one percent (51%) or more of the voting
rights of the Management Committee shall be the act of
the Management Committee.

3.6	ACTION WITHOUT A MEETING.  Any action which is
required or permitted to be taken at a meeting of the
Management Committee may be taken without a meeting,
without prior notice and without a vote, if a consent in
writing, setting forth the actions so taken, is signed by
each of the representatives to the Management Committee
and filed with the Company.

3.7	TELEPHONE MEETINGS. Representatives of the
Management Committee may participate in a meeting of the
Management Committee by means of conference telephone or
other similar communication equipment whereby all persons
participating in the meeting can hear each other.
Participation in the meeting in this manner constitutes
presence in person at the meeting.

3.8	WAIVER OF NOTICE.  Whenever any notice is
required to be given to any representative to the
Management Committee, a waiver of the notice in writing
signed by the person entitled to the notice, whether
before, at or after the time stated therein, and
delivered to the Company for inclusion in the minutes or
filing with the Company's records, shall be deemed
equivalent to the giving of such notice.

3.9	SALARY AND EXPENSES.  Representatives serving
on the Management Committee, as such, shall not receive
any stated salary for their services, but by resolution
of the Management Committee may receive expenses of
attendance at each meeting of the Management Committee.

3.10	OPERATING BUDGETS.  No later than sixty (60)
days prior to the end of the then current fiscal year,
and thirty (30) days prior to the end of each quarter,
the Management Committee shall prepare and adopt annual
and quarterly operating budgets for the Company which
shall be submitted for approval by the unanimous
affirmative vote or unanimous consent of all of the
Members with Voting Rights.  Upon such approval,  no
action or failure to act which would constitute a
material change from any item in an approved annual or
quarterly budget shall be made or caused by the Company
without the prior affirmative unanimous vote or unanimous
consent of all of the Members with Voting Rights.  Each
annual and quarterly budget shall include the following:

(a)	A narrative description of any activities
proposed to be undertaken during the period subject
of such budget;

(b)	A projected annual income statement
(accrual basis) for such period;

(c)	A projected balance sheet as of the end
of the period;

(d)	A schedule of projected cash flow
(including itemized operating revenues, costs, and
expenses) for such period; and

(e)	A description of any proposed investments
in business ventures, including projected dates for
commencement and completion of such investments, as
well as the description of the additional loans
required by the Company from KLT to undertake and
fund the initial twenty-four (24) months of
operations of such ventures, and any other
contemplated or existing financing activities for
such period.

3.11	LIMITATION ON POWERS OF MANAGEMENT COMMITTEE.
 Notwithstanding any other such provisions of this LLC
Agreement, neither the Management Committee nor the
Manager without the unanimous affirmative vote or
unanimous consent of all of the Members with Voting
Rights, or such lesser vote or consent as otherwise
provided in this LLC Agreement, may:

(a)	Amend this LLC Agreement or the
Certificate of Formation of the Company;

(b)	Take any action or fail to take any
action in contravention of this LLC Agreement;

(c)	Admit any substitute or additional
Members except as provided in Article 11 of this
LLC Agreement;

(d)	Modify a Member's or Economic Interest
Owner's obligation to make a Capital Contribution;

(e)	Merge or consolidate or agree to merge or
consolidate the Company with or into any other
entity;

(f)	Sell, exchange, lease, mortgage, pledge
or otherwise dispose of all or substantially all of
the property of the Company in a single transaction
or series of related transactions which in
aggregate exceed one hundred thousand dollars
($100,000);

(g)	Approve any non-budgeted expenditure in
an amount in excess of one hundred thousand dollars
($100,000);

(h)	Assume, incur or guarantee or become
liable for any indebtedness or borrowed money on
behalf of the Company in excess of one hundred
thousand dollars ($100,000) in the aggregate
outstanding at any time;

(i)	Make or cause the Company to become a
party to any contract or commitment or renew,
extend or amend or modify any contract or
commitment, unless such contract or commitment is
entered into in the ordinary course of business;

(j)	Invest in or acquire any interest in any
business enterprise or venture;

(k)	Make any distributions to the Members or
Economic Interest Owners, except as otherwise
provided for in this LLC Agreement; or

(l)	Transact any business other than that
which is consistent with the purpose and business
of the Company as described in Section 1.3 above.


3.12	DUTIES OF MANAGER.  The Manager shall be
responsible for the management of the day to day business
and affairs of the Company in accordance with the annual
and quarterly budgets adopted by the Management Committee
and as otherwise directed by the Management Committee
from time to time.  Any decision or act of the Manager
within the scope of the Manager's authority granted
hereunder shall control and bind the Company.  The
Manager shall discharge his duties in good faith, with
the care an ordinarily prudent person in a like position
would exercise under similar circumstances, and in a
manner the Manager reasonably believes to be in the best
interests of the Company.  The rights and duties of the
Manager shall include, without limitation:

(a)	Control of the operations of the Company;

(b)	Carrying out and affecting all directions
of the Management Committee;

(c)	Providing for the accounting function for
the Company;

(d)	Applying for and obtaining all
appropriate insurance coverage;

(e)	Temporary investment of the Company's
funds and short-term investments providing for
appropriate safety of principal;

(f)	Investigating additional sources of
financing for the Company;

(g)	Engaging in any kind of activity and
performing and carrying out all contracts of any kind
necessary to, in connection with or incidental to the
accomplishment of the purposes and business of the
Company, so long as said activities and contracts are in
the ordinary course of business; and

(h)	Negotiate, execute and perform all
agreements, and exercise all rights and remedies of
the Company in connection with the foregoing.

3.13	REMOVAL OR RESIGNATION OF MANAGER.  In the
event representatives to the Management Committee
possessing fifty-one percent (51%) or more of the voting
rights of the Management Committee are at any time, or
from time to time, dissatisfied with the Manager's
performance under this Agreement (regardless of whether
such dissatisfaction shall constitute legal "cause" for
termination), such representatives shall have the right
to remove such Manager.  A Person who has been removed as
Manager shall continue to be a Member or Economic
Interest Owner for all other purposes of this Agreement,
if the Manager is also a Member or Economic Interest
Owner in the Company.


A Manager of the Company may resign at any
time by giving sixty (60) days advance written notice to
each of the representatives to the Management Committee.
 The resignation of a Manager shall take effect sixty
(60) days from the date of the notice or at such later
time as shall be specified in the notice and, unless
otherwise specified in the notice, the acceptance of the
resignation shall not be necessary to make it effective.
 The resignation of a Manager who is also a Member or
Economic Interest Owner shall not affect the Manager's
rights as a Member or Economic Interest Owner and shall
not constitute a withdrawal of the Member or Economic
Interest Owner from the Company.

Any vacancy created in the Manager position by
the removal or resignation of a Manager shall be filled
by the unanimous affirmative vote of all of the
representatives to the Management Committee at a duly
called and held meeting of the Management Committee.

3.14	COMPENSATION OF MANAGER. The compensation of
the Manager shall be fixed from time to time by the
Management Committee, and no Manager shall be prevented
from receiving any such compensation because the Manager
is also a Member or Economic Interest Owner of the
Company.

3.15	RESTRICTIONS ON THE MEMBERS.  No Member or
Economic Interest Owner individually shall have the
authority to do any binding act on behalf of the Company
without the approval of the Members as provided in this
LLC Agreement.

3.16	MEMBERS' OBLIGATION TO APPROVE ALTERNATIVE
FUNDING TO KLT LOANS. If the Manager identifies one or
more sources of debt financing which, in the reasonable
opinion of the Members with Voting Rights, is less costly
to the Company and otherwise meets its funding objectives
at least as well as the KLT Loans, the Members shall vote
or otherwise approve such debt financing and cause the
Company to use the proceeds to repay the outstanding KLT
Loans and accrued but unpaid KLT Loan Interest.


			ARTICLE 4

	RIGHTS AND OBLIGATIONS OF MEMBERS

4.1	LIMITATION OF LIABILITY.  Each Member's and
Economic Interest Owner's liability shall be limited as
set forth in this LLC Agreement, the Delaware Act and
other applicable law.

4.2	COMPANY LIABILITIES. A Member or Economic
Interest Owner will not be personally liable for any
debts or losses of the Company beyond the Member's or
Economic Interest Owner's respective capital
contributions and any obligation of the Members and
Economic Interest Owners to make Capital Contributions,
except as required by law.

4.3	PRIORITY AND RETURN OF CAPITAL.  Except as
otherwise expressly provided in this LLC Agreement, no
Member or Economic Interest Owner shall have priority
over any other Member or Economic Interest Owner, either
for the return of Capital Contributions or for Net
Profits, Net Losses or distributions; provided that this
Section shall not apply to loans (as distinguished from
Capital Contributions) which a Member has made to the
Company.


4.4	LIABILITY OF A MEMBER OR ECONOMIC INTEREST
OWNER TO THE COMPANY.  A Member or Economic Interest
Owner who rightfully receives a return in whole or in
part of its Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the
Delaware Act.

4.5	INDEPENDENT ACTIVITIES.  Except as may
otherwise be agreed upon in writing between the Company
and a Member or Economic Interest Owner, each Member or
Economic Interest Owner shall be required to devote only
such time to the affairs of the Company as such Member or
Economic Interest Owner determines in its sole
discretion, and each such Member or Economic Interest
Owner shall be free to serve any other Person in any
capacity that it may deem appropriate in its discretion;
provided, however that no Member or Economic Interest
Owner shall either directly or indirectly engage in any
activities which in any way concern or are related to the
license, sale, provision, use or marketing of products,
services or activities which are licensed, sold,
provided, used or marketed by the Company, or which
activities otherwise are competitive with the Company,
without first acquiring the written approval of each of
the representatives of Management Committee not appointed
by the Member or Economic Interest Owner requesting or
requiring such approval.

			ARTICLE 5

		MEETINGS OF MEMBERS

5.1	ANNUAL MEETING.  The annual meeting of the
Members shall be held on the second Tuesday in April or
at such other time as shall be determined by the Members
for the purpose of the transaction of such business as
may come before the meeting.

5.2	SPECIAL MEETINGS.  Special meetings of the
Members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by any Member or
Members holding at least one-fifth (1/5) of all Voting
Rights held by the Members.

5.3	PLACE OF MEETINGS.  The Members may designate
any place, either within or outside the state of
Delaware, as the place of meeting for any meetings of the
Members. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall
be the principal place of business of the Company.

5.4	NOTICE OF MEETINGS. Except as provided in
Section 5.5 below, for any annual meeting held at such
time as provided in Section 5.1 above, and for all
special meetings, written notice stating the place, day,
and hours of the meeting and the purpose or purposes for
which the meeting is called shall be delivered not fewer
than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or
at the direction of the Members calling the meeting, to
each Member entitled to vote at the meeting. If mailed,
the notice shall be deemed to be delivered two (2)
calendar days after being deposited in the United States
mail, addressed to the Member at the Member's address as
it appears on the books of the Company, with postage
thereon prepaid.


5.5	MEETING OF ALL MEMBERS.  If all of the Members
shall meet at any time and place, either within or
outside of the state of Delaware, and consent to the
holding of a meeting at that time and place, the meeting
shall be valid without call or notice, and at the meeting
lawful action may be taken.

5.6	RECORD DATE.  For the purpose of determining
Members entitled to notice of or to vote at any meeting
of Members or any adjourned meeting, the date on which
notice of the meeting is mailed shall be the record date
for the determination of Members. When a determination of
Members entitled to vote at any meeting of Members has
been made as provided in this Section, the determination
shall apply to any adjourned meeting.

5.7	QUORUM.  Members holding at least two-thirds
(b) of the Voting Rights held by the Members, represented
in person or by proxy, shall constitute a quorum at any
meeting of Members.  In the absence of a quorum at any
meeting of Members, the Members holding all of the Voting
Rights so represented may adjourn the meeting from time
to time for a period not to exceed sixty (60) days
without further notice. However, if the adjournment is
for more than sixty (60) days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given
to each Member of record entitled to vote at the meeting.
 At any adjourned meeting at which a quorum shall be
present or represented, any business may be transacted
which might have been transacted at the meeting as
originally noticed.

5.8	VOTING.  If a quorum is present, the
affirmative vote of the Members holding a Majority in
Interest shall be the act of the Members, unless the vote
of a greater proportion or number is required by this LLC
Agreement, the Company's Certificate of Formation or the
Delaware Act.  Unless otherwise expressly provided in
this LLC Agreement or required under applicable law,
Members who have an interest (economic or otherwise) in
the outcome of any particular matter upon which the
Members vote or consent, their Voting Rights shall be
counted in the determination of whether the requisite
matter was approved by the Members.

5.9	PROXIES. At all meetings of Members a Member
may vote in person or by proxy executed in writing by the
Member or a duly authorized attorney-in-fact. The proxy
shall be delivered to any one (1) or more of the
remaining Members before or at the time of the meeting.
No proxy shall be valid after three (3) years from the
date of its execution, unless otherwise provided in the
proxy.

5.10	ACTION BY MEMBERS WITHOUT A MEETING.  Any
action required or permitted to be taken at a meeting of
Members may be taken without a meeting if the action is
evidenced by one or more counterparts of a written
consent describing the action taken and signed by each
Member entitled to vote, which consent shall be included
in the minutes or filed with the Company records.  Action
taken under this Section is effective when all Members
entitled to vote have signed the consent, unless the
consent specifies a different effective date.  The record
date for determining Members entitled to take action
without a meeting shall be the date the first Member
signs a written consent.


5.11	WAIVER OF NOTICE.  When any notice is required
to be given to any Member, a waiver of the notice in
writing signed by the person entitled to the notice,
whether before, at, or after the given time stated
therein, and delivered to the Company for inclusion in
the minutes or filing with the Company records, shall be
equivalent to the giving of the notice.  A Member's
attendance at any meeting shall constitute a waiver: (i)
to lack of notice or defective notice of the meeting,
unless the Member at the beginning of the meeting objects
to the holding of the meeting or transacting business at
the meeting; and (ii) to consideration of a particular
matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless such
person objects to considering the matter when it is
presented.

5.12	CHAIRPERSON OF MEETING; DESIGNATION OF
AUTHORIZED REPRESENTATIVES.  Each meeting of Members
shall be conducted by the Manager or such other Person as
the Manager may appoint pursuant such rules for the
conduct of the meeting as the Manager or such other
Person deems appropriate.  Each Member shall designate to
the Manager, in writing, one (1) authorized
representative of the Member who will vote or consent on
all matters under this LLC Agreement for such Member.
Such designation will continue until revoked in writing.
 Within thirty (30) days of the execution of this
Agreement, the Members shall designate their initial
authorized representative.


			ARTICLE 6

		CAPITAL CONTRIBUTIONS

6.1	INITIAL CAPITAL CONTRIBUTIONS.  A Capital
Account shall be maintained for each Member as provided
in Section 2.1(b) above, which shall include the initial
Capital Contribution of each Member as set forth on
EXHIBIT A.  The initial Percentage Interest of each
Member shall be as also set forth in EXHIBIT A.  No
Member shall have any interest or rights in the capital
contributed by any other Member.


6.2	INCREASE IN COMPANY CAPITAL. The Members and
Economic Interest Owners recognize that the Company may
require additional capital from time to time in order to
accomplish the purposes and the business for which the
Company is formed.  If all of the Members with Voting
Rights by an affirmative and unanimous vote or unanimous
consent determine in good faith that additional Capital
Contributions are necessary for the operation of the
Company, each Member and Economic Interest Owner shall,
within thirty (30) days of such vote or consent,
contribute their respective share of the additional
contribution to the capital of the Company as determined
pursuant to such unanimous affirmative vote or unanimous
consent, which share shall be determined on a pro rata
basis with reference to the relationship of each
respective Member's or Economic Interest Owner's
Percentage Interest to the total of the Percentage
Interests of all of the Members and Economic Interest
Owners.  The Manager shall make such determination and
provide notice to each Member and Economic Interest Owner
within ten (10) days of such vote or consent of the call
for such additional contribution, the amount to be
contributed by such Person, and the date which such
contribution is due.  Unless otherwise agreed to by the
affirmative vote or consent of a Majority in Interest,
all such additional Capital Contributions shall be made
in cash. No voluntary contributions to capital shall be
made by any Member or Economic Interest Owner absent the
affirmative vote or consent of a Majority in Interest.
 A Member who, as provided for under this LLC Agreement,
has transferred any portion of its Economic Interest but
has retained any Voting Rights shall be jointly and
severally responsible together with the Person to whom
such Economic Interest was transferred for any additional
Capital Contributions to be made with respect to such
Economic Interest under this Section 6.2 and, if such
additional contribution is not made, shall be deemed a
Non-Contributing Person as provided for in Section 6.3
below for all purposes, including without limitation,
determining a relinquishment of Voting Rights.

6.3	FAILURE TO CONTRIBUTE.

(a)  If any Member or Economic Interest Owner
(a "Non-Contributing Person") fails to contribute
its portion of the amount of the additional Capital
Contribution called by the Members in accordance
with Section 6.2 above, then the following shall
occur: (i) the Company shall have the right to
obtain the additional Capital Contribution not made
by the Non-Contributing Person from the other
Members and Economic Interest Owners; (ii) the Non-
Contributing Person shall relinquish all of its
Voting Rights, if any, unless and until it has made
its Cure Contribution (as defined below) in full;
and (iii) the Company and the other Members and
Economic Interest Owners shall have all other
rights set forth in this Section 6.3.

 Thereupon, the other Members and Economic
Interest Owners shall have the right, but not the
obligation, to contribute on a pro rata basis
determined with reference to the relationship of
each respective other Member's or Economic Interest
Owner's Percentage Interest to the total Percentage
Interests of all of such other Members and Economic
Interest Owners, unless a different allocation is
agreed upon among them, any portion of the
additional Capital Contribution not contributed by
the Non-Contributing Person, and each such Member
or Economic Interest Owner shall deliver to the
Company such amount not later than ten (10) days
following the expiration of the thirty (30) day
period referenced above.  All such Capital
Contributions made by Members and Economic Interest
Owners pursuant to this Section 6.3, shall be
credited to the Capital Account of the Member or
Economic Interest Owner making the Capital
Contribution.

A Member or Economic Interest Holder who was
not a Non-Contributing Person with respect to any
such capital call shall not be deemed a Non-
Contributing Person (and shall not relinquish any
Voting Rights) by reason of such Member or Economic
Interest Owner choosing not to participate in
additional contributions to make up for the share
not contributed by the Non-Contributing Person;
provided, however, that if the Members or Economic
Interest Owners which elect to contribute the funds
not contributed by the Non-Contributing Person do
not contribute the entire amount of such funds not
contributed by the Non-Contributing Person, then
the Members may initiate a new capital call on all
of the Members and Economic Interest Owners
pursuant to the terms of Section 6.2 above for the
additional capital required by the Company, and any
Member or Economic Interest Owner who fails to fund
its share of that new capital call (in accordance
with its Percentage Interest) shall be deemed a
Non-Contributing Person with respect to such new
capital call for purposes hereof.


(b)  For purposes hereof, in the event of a
capital call in which there is at least one Non-
Contributing Person, all of the Capital
Contributions made by Members or Economic Interest
Owners pursuant to such capital call (including
their initial shares of the capital call and any
additional capital contributed by reason of the
failure of a Non-Contributing Person to make a
Capital Contribution) shall be deemed "Preference
Contributions."  A "Preference Contribution
Account," which shall be a memorandum account,
shall be maintained for each Member and Economic
Interest Owner.  Each Member's and Economic
Interest Owner's Preference Contribution Account
shall have an initial balance of zero and be
increased by (i) an amount equal to one hundred
twenty-five percent (125%) of each Preference
Contribution made by such Member or Economic
Interest Owner (as of the time of such Preference
Contribution) and (ii) an amount equal to a return
on the balance of such Preference Contribution
Account balance, from time to time, at the rate of
fifteen percent (15%) per annum (the daily portion
of which shall be deemed added to the Preference
Contribution Account on a daily basis); and
decreased (but not below zero) by each distribution
made to such Member or Economic Interest Owner
pursuant to Sections 6.3(c), 8.1 or 12.7(d) hereof
(in each case, as of the time of such
distribution).

(c)  A Non-Contributing Person shall have the
right, at any time, to cure its failure in the
making of a required Capital Contribution by making
a cash Capital Contribution ("Cure Contribution")
to the Company in the amount ("Cure Contribution
Amount") equal to one hundred twenty-five percent
(125%) of each amount of additional Capital
Contribution which it has failed to make plus, in
each case, an amount equal to a return from the
date of such failure at fifteen percent (15%) per
annum on the amount of the balance of each Member's
and Economic Interest Owner's Preference
Contribution Account balance attributable to the
required Capital Contribution being cured. Upon its
receipt of the Cure Contribution, the Company shall
immediately distribute that portion of the Cure
Contribution among the Members and Economic
Interest Owners in such relative amounts as are
necessary in order to cause the balances of the
Preference Contribution Accounts of the Members and
Economic Interest Owners to be in, or as close as
possible to, the same ratio as their relative
Percentage Interests.  For purposes hereof, a Cure
Contribution shall be treated as a "Preference
Contribution" by the Non-Contributing Person.  Only
the amount of the required Capital Contribution
(and not the amount of the Preference Contribution)
shall be credited to the Capital Account of the
Non-Contributing Person.

(d)  None of the terms, covenants, obligations
or rights contained in Section 6.2 and this Section
6.3 are or shall be deemed to be for the benefit of
any Person or entity other than the Members,
Economic Interest Owners, and the Company, and no
such third person shall under any circumstances
have any right to compel any actions or payments by
the Members or Economic Interest Owners.


(e)  Any material breach or violation by a
Member (including a Member possessing only Voting
Rights as provided for under this LLC Agreement) or
Economic Interest Owner of any warranty,
representation, covenant, or indemnification
obligation contained in this LLC Agreement will
result in such Member or Economic Interest Owner
being deemed a Non-Contributing Person by reason of
a failure to make an additional Capital
Contribution in the amount of the damages incurred
by the Company by reason of such breach or
violation.  If the deemed Non-Contributing Person
fails to cure such breach or violation to the
satisfaction of the Management Committee within
thirty (30) days after its receipt of notice of
such breach or violation from the Management
Committee, the deemed Non-Contributing Person shall
relinquish all Voting Rights, and the Preference
Contribution Accounts of the remaining Members and
Economic Interest Owners will be increased (on a
pro rata basis with reference to the relationship
of each respective Member's or Economic Interest
Owner's Percentage Interest to the total of all
such Members and Economic Interest Owner's
Percentage Interests) by (i) an amount equal to one
hundred twenty-five percent (125%) of such damages
as determined by the Management Committee; and (ii)
an amount equal to a return thereon at the rate of
fifteen percent (15%) per annum (the daily portion
of which shall be deemed added to the Preference
Contribution Account on a daily basis).
Thereafter, the deemed Non-Contributing Person may
cure such breach or violation by making a Cure
Contribution, the amount and disposition of which
shall be governed by  Section 6.3 (c) above;
provided, however, that should it ultimately be
determined by the affirmative vote or consent of a
Majority in Interest or by a court of competent
jurisdiction that any such damages were not
attributable to a breach or violation of this LLC
Agreement by such deemed Non-Contributing Person,
such deemed Non-Contributing Person shall
immediately be reinvested with any and all Voting
Rights lost on account the operation of this
subparagraph (e) and any economic consequences of
the tentative operation of this subparagraph (e) on
the Non-Contributing Person (such as a loss of
distributions or payment by such Non-Contributing
Person of any Cure Contribution or other payment in
respect of such alleged breach or violation) shall
be properly reversed.

6.4	CAPITAL ACCOUNTS OF MEMBERS.  The amount of
any additional Capital Contribution made by any Member or
Economic Interest Owner shall be added to the Capital
Account of such contributing Member or Economic Interest
Owner as of the date of expiration of the thirty (30) day
periods and/or ten (10) day period, as the case may be,
set out in Sections 6.2 and  6.3 (a) above.  Any increase
in a Member's or Economic Interest Owner's Preference
Contribution Account pursuant to Section 6.3(e) shall not
be added to such Member's or Economic Interest Owner's
Capital Account.

6.5	ADJUSTMENT OF PERCENTAGE INTERESTS.  If
additional Capital Contributions are made in accordance
with Sections 6.2 and 6.3 above, or in conjunction with
the admission of a new Member pursuant to Article 11 of
this LLC Agreement, the Percentage Interests of each
Member and Economic Interest Owner shall be adjusted to
reflect such additional contributions in accordance with
the following formula:


(a)  Each Member's and Economic Interest
Owner's Percentage Interest shall be adjusted to
the same ratio as the Member's or Economic Interest
Owner's total Capital Contribution (initial Capital
Contribution plus additional Capital Contributions)
bears to the total Capital Contributions of all the
Members and Economic Interest Owners as of the
adjustment date.  The adjustment date shall be the
date of the expiration of the thirty (30) day
period and/or ten (10) day period, as the case may
be, set out in Sections 6.2 and  6.3 (a) above or
the date a new Member is admitted, as the case may
be.

(b)  This Percentage Interest adjustment shall
be made after every additional Capital
Contribution, whether such additional Capital
Contribution is the result of the admission of a
new Member or a call for additional contributions.
 In the event that there is any transfer in whole
or in part, of a Member's or Economic Interest
Owner's Percentage Interest in the Company, then
the transferee of such Member or Economic Interest
Owner shall stand in the same position as the
Member or Economic Interest Owner whose interest
they have acquired, unless all of the Members have
agreed otherwise.

6.6	INTEREST AND OTHER AMOUNTS.  No Member or
Economic Interest Owner shall receive any interest,
salary, or drawing with respect to its Capital
Contributions or its Capital Account or for services
rendered to or on behalf of the Company or otherwise in
its capacity as a Member or Economic Interest Owner,
except as otherwise provided in this LLC Agreement or
other agreement approved and ratified by all of the
Members between the Company and such Member or Economic
Interest Owner.

6.7	AMENDMENT OF DOCUMENTS.  Except as provided
above or pursuant to a Member's or Economic Interest
Owner's acquisition of an additional Economic Interest as
permitted under this LLC Agreement, any adjustments in
Percentage Interests and/or Voting Rights shall be
effectuated by amending this LLC Agreement and the
execution and filing of any other documents required by
the Delaware Act.

6.8	LOANS OF MEMBERS.  A Member or Economic
Interest Owner may loan cash or other property to the
Company, should additional funds be required, upon such
terms as all of the Members with Voting Rights shall
agree by an affirmative and unanimous vote or consent.
Loans by any Member or Economic Interest Owner to the
Company shall not be considered as contributions to the
capital of the Company.  Except as otherwise provided in
this LLC Agreement, none of the Members or Economic
Interest Owners shall be obligated to make any loan or
advance to the Company.

6.9	WITHDRAWAL OF CAPITAL CONTRIBUTION. Except as
otherwise provided in this LLC Agreement, the unanimous
affirmative vote or unanimous consent of all of the
Members with Voting Rights shall be required to modify,
compromise or release the amount and/or character of a
Member's or Economic Interest Owner's Capital
Contribution, or any promise made by a Member as
consideration for the acquisition of an interest in the
Company.  Under circumstances requiring the return of any
Capital Contribution, no Member or Economic Interest
Owner shall have the right to receive any property of the
Company, other than cash, except as may be specifically
provided herein.

6.10	KLT LOAN. KLT will make loans to the Company
from time to time pursuant to this Agreement (each such
loan a "KLT Loan").


The KLT Loans, which shall be drawn upon by the
Company as needed from time to time, shall be in the
principal amount of Nine Million dollars ($9,000,000.00),
shall bear interest at the prime rate as published by the
WALL STREET JOURNAL plus three percent (3%) per annum on
the principal balance outstanding from time to time which
rate shall be adjusted monthly on the first day of each
month (the "KLT Loan Interest"), and shall be evidenced
by and subject to such other terms and conditions as set
forth in a Promissory Note in the form attached hereto as
EXHIBIT B.  The accrued but unpaid KLT Loan Interest and
principal balance of the KLT Loans shall be repaid from
distributions of the Company's Net Cash Flow and/or
distributions of the Company's assets, which such
repayment shall be given priority over any such
distributions to the Members or Economic Interest Owners
on account of their contributions of capital to the
Company.

If KLT fails to make a KLT Loan to the Company as
required hereunder, then, until such time that it makes
such loan: (i) KLT shall relinquish all Voting Rights,
and any right to preferential distributions as described
in 8.1(c) below; and (ii) Dobell shall have the right and
authority to enter into a purchase and sale agreement on
behalf of KLT for the sale of KLT's Economic Interest and
Voting Rights (which may be exercised only if the
transferee is admitted as a Member as provided in this
LLC Agreement); provided, however, that: (A) Dobell shall
provide KLT not less than fifteen (15) days notice of its
exercise of such right and authority; (B) KLT shall be
provided an opportunity to cure such failure to make the
KLT Loan within such fifteen (15) days; and (C) the
purchase price paid to KLT upon the closing of such
purchase and sale agreement shall be payable in cash and
shall be an amount equal to or greater than the sum of
(i) all Capital Contributions made by KLT, less any
previous returns to KLT of its Capital Contributions,
(ii) KLT's share of any undistributed Net Cash Flow,
(iii) the outstanding balance of any KLT Loans, and (iv)
any accrued but unpaid KLT Loan Interest.

Notwithstanding the foregoing, KLT shall not under
any circumstances be required to fund a KLT Loan and it
shall not relinquish any rights or subject its Economic
Interest and Voting Rights to possible sale if, in KLT's
reasonable opinion, it has determined that the
operational and financial objectives of the Company
(and/or its business ventures, as the case may be) as set
forth in EXHIBIT C, attached hereto, as conditions
precedent to such KLT Loan have not been met; PROVIDED,
HOWEVER, that KLT shall be obligated to fund a KLT Loan
for the purpose of the Company fulfilling its obligations
under any severance agreement with a Company employee,
irrespective of whether the objectives in EXHIBIT C have
been met.

The KLT Loans shall be secured by a first
priority lien granted by the Company upon all of its
property pursuant to a Security Agreement in the form
attached hereto as EXHIBIT D.  If KLT so requests, the
Company shall execute and deliver to KLT such further
collateral documents as KLT may reasonably request from
time to time to create and perfect the security interest
contemplated by the Security Agreement.


			SECTION 7

			ALLOCATIONS

7.1	NET PROFITS.  After giving effect to the
special allocations set forth in this Article 7, Net
Profits for any fiscal year shall be allocated among the
Members and Economic Interest Owners as follows and in
the following order of priority:

(a)	First, to the Members and Economic
Interest Owners with negative Adjusted Capital
Account Balances (if any), in the ratio of such
negative Adjusted Capital Account Balances, up to
the amount necessary to restore all such Adjusted
Capital Account Balances to zero;

(b)	Next, to the Members and Economic
Interest Owners with positive Preference
Contributions Account balances, in the ratio of
their respective Preference Contributions Account
balances, up to the aggregate amount (if any)
necessary so that each such Member or Economic
Interest Owner will have a positive Adjusted
Capital Account Balance in an amount which is not
less than its Preference Contributions Account
balance;

(c)	Next, to the Members and Economic
Interest Owners in the relative amounts, and up to
the aggregate amount (if any), necessary so that
the Residual Capital Account Balances of the
Members and Economic Interest Owners will be in the
ratio of their respective Percentage Interests; and

(d)	Then, any additional Net Profits shall be
allocated among the Members and Economic Interest
Owners in proportion to their Percentage Interests.

7.2	NET LOSSES.  Net Losses for any fiscal year
shall be allocated among the Members and Economic
Interest Owners as follows and in the following order of
priority:

(a)	First, to the Members and Economic
Interest Owners, in the relative amounts, and up to
the aggregate amount (if any), necessary so that
their Residual Capital Account Balances (if any)
will be in the ratio of their respective Percentage
Interests;

(b 	Next, to the Members and Economic
Interest Owners, in the ratio of their Residual
Capital Account Balances, up to the aggregate
amount (if any) necessary to reduce such Residual
Capital Account Balances to zero;

(c 	Next, to the Members and Economic
Interest Owners with positive Adjusted Capital
Account Balances, up to the aggregate amount (if
any) necessary to reduce such Adjusted Capital
Account Balances to zero; and

(d 	Then, any remaining Losses shall be
allocated among the Members and Economic Interest
Owners in proportion to their Percentage Interests.


7.3	SPECIAL ALLOCATIONS.  The following special
allocations shall be made in the following order:

(a 	Except as otherwise provided in Section
1.704-2(f) of the Regulations, notwithstanding any
other provision of this Article 7, if there is a
net decrease in Company Minimum Gain during any
Company fiscal year, each Member or Economic
Interest Owner shall be specially allocated items
of Company income and gain for such Fiscal year
(and, if necessary, subsequent Fiscal years) in an
amount equal to such Member's or Economic Interest
Owner's share of the net decrease in Company
Minimum Gain, determined in accordance with
Regulations Section 1.704-2(g).  Allocations
pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be
allocated to each Member or Economic Interest Owner
pursuant thereto.  The items to be so allocated
shall be determined in accordance with Sections
1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations.
 This Section 7.3(a) is intended to comply with the
minimum gain chargeback requirement in Section
1.704-1(f) of the Regulations and shall be
interpreted consistently therewith.

(b 	Except as otherwise provided in Section
1.704-1(i)(4) of the Regulations, notwithstanding
any other provision of this Article 7, if there is
a net decrease in Member Nonrecourse Debt Minimum
Gain attributable to a Member Nonrecourse Debt
during any Company fiscal year, each Member or
Economic Interest Owner who has a share of the
Member Nonrecourse Debt Minimum Gain attributable
to such Member Nonrecourse Debt, determined in
accordance with Section 1.704-2(i)(5) of the
Regulations, shall be specially allocated items of
Company income and gain for such fiscal year (and,
if necessary, subsequent fiscal years) in an amount
equal to such Member's or Economic Interest Owner's
share of the net decrease in Member Nonrecourse
Debt Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(4).  Allocations
pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be
allocated to each Member or Economic Interest Owner
pursuant thereto.  The items to be so allocated
shall be determined in accordance with Sections
1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations.
 This Section 7.3(b) is intended to comply with the
minimum gain chargeback requirement in Section
1.704-2(i)(4) of the Regulations and shall be
interpreted consistently therewith.

(c 	Nonrecourse Deductions for any Fiscal
year shall be specially allocated among the Members
and Economic Interest Owners in proportion to their
Percentage Interests.

(d 	Any Member Nonrecourse Deductions for any
Fiscal year shall be specially allocated to the
Member or Economic Interest Owner who bears the
economic risk of loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse
Deductions are attributable in accordance with
Regulations Section 1.704-2(i)(1).


(e 	To the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to
Code Section 734(b) or Code Section 743(b) is
required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(2) or Regulations Section
1.704-1(b)(2)(iv)(m)(4), to be taken into account
in determining Capital Accounts as the result of a
distribution to a Member or Economic Interest Owner
in complete liquidation of its interest in the
Company, the amount of such adjustment to the
Capital Accounts shall be treated as an item of
gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such
basis) and such gain or loss shall be specially
allocated to the Member or Economic Interest Owners
in accordance with their interests in the Company
in the event Regulations Section
1.704-1(b)(2)(iv)(m)(2) applies, or to the Members
and Economic Interest Owners to whom such
distribution was made in the event Regulations
Section 1.704-1(b)(2)(iv)(m)(4) applies.

7.4	OTHER ALLOCATION RULES.

(a 	The Members and Economic Interest Owners
are aware of the income tax consequences of the
allocations made by this Article 7 and hereby agree
to be bound by the provisions of this Article 7 in
reporting their shares of Company income and loss
for income tax purposes.

(b 	For purposes of determining the Net
Profits, Net Losses, or any other items allocable
to any period, Net Profits, Net Losses, and any
such other items shall be determined on a daily,
monthly, or other basis, as determined by a
Majority in Interest using any permissible method
under Code Section 706 and the Regulations
thereunder.

(c 	Solely for purposes of determining a
Member's or Economic Interest Owner's proportionate
share of the "excess nonrecourse liabilities" of
the Company, within the meaning of Regulations
Section 1.752-3(a)(3), the Members' and Economic
Interest Owners' interests in Company Net Profits
are in proportion to their Percentage Interests.

(d 	To the extent permitted by Section
1.704-2(h)(3) of the Regulations, the Members shall
endeavor not to treat distributions of Net Cash
Flow as having been made from the proceeds of a
Nonrecourse Liability or a Member Nonrecourse Debt.

7.5	TAX ALLOCATIONS:  CODE SECTION 704(C).  In
accordance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the
Company shall, solely for tax purposes, be allocated
among the Members and Economic Interest Owners so as to
take account of any variation between the adjusted basis
of such property to the Company for federal income tax
purposes and its initial Gross Asset Value (computed in
accordance with Section 2.1(j)(i) hereof).  The Members
and Economic Interest Owners hereby agree that the
"REMEDIAL ALLOCATION METHOD" described in Regulation
Section 1.704-3(d) shall be used for allocating the
disparity between the fair market value of a contributed
asset and that asset's adjusted tax basis.


In the event the Gross Asset Value of any Company
asset is adjusted pursuant to Section 2.1(i)(ii) hereof,
subsequent allocations of income, gain, loss, and
deduction with respect to such asset shall take account
of any variation between the adjusted basis of such asset
for federal income tax purposes and its Gross Asset Value
in the same manner as under Code Section 704(c) and the
Regulations thereunder.  The Members and Economic
Interest Owners agree that the remedial allocation method
described in Regulation Section 1.704-3(d) shall be used
for allocating the disparity between the fair market
value and adjusted tax basis.

Other than the mandatory use of the remedial
allocation method as specified above in this Section 7.5,
any elections or other decisions relating to such
allocations shall be made by the Management Committee in
any manner that reasonably reflects the purpose and
intention of this LLC Agreement.  Allocations pursuant to
this Section 7.5 are solely for purposes of federal,
state, and local taxes and shall not affect, or in any
way be taken into account in computing, any Person's
Capital Account or share of Net Profits, Net Losses,
other items, or distributions pursuant to any provisions
of this LLC Agreement.


			ARTICLE 8

	ACCOUNTING, DISTRIBUTIONS AND TAXES

8.1	DISTRIBUTION OF NET CASH FLOW.  Within thirty
(30) days after the close of each fiscal year and with
the affirmative vote or consent of a Majority in
Interest, or more frequently upon the unanimous
affirmative vote or unanimous consent of all Members with
Voting Rights (except for the distribution set forth in
Section 8.1(a), which shall be made without the need for
any vote), the Net Cash Flow of the Company shall be
distributed to the Members and Economic Interest Owners
as follows:

(a 	First, PRO RATA on a quarterly basis to
the Members and Economic Interest Owners, in
accordance with their respective Percentage
Interests, an amount of Net Cash Flow sufficient
for the Members and Economic Interest Owners to
satisfy the aggregate federal, state and local tax
liabilities of the Members and Economic Interest
Owners incurred with respect to the taxable income
of the Company during the preceding calendar
quarter.

(b 	Second, to KLT for repayment of any
accrued but unpaid KLT Loan Interest and then for
repayment of any outstanding principal balance of
the KLT Loans;

(c 	Third, to the Members and Economic
Interest Owners with positive Preference
Contribution Account balances in proportion to
their respective Preference Contribution Accounts
balances, up to the amount necessary to reduce all
such Preference Contribution Account balances to
zero;


(d 	Fourth, to KLT until such distributions,
together with all prior distributions of Net Cash
Flow and/or of the Company's assets, including
amounts distributed as repayments of KLT Loans, KLT
Loan Interest and returns of KLT's Capital
Contributions are such that KLT has received an
Internal Rate of Return of twenty-five percent
(25%) on all of its Capital Contributions and KLT
Loans as such amounts are outstanding from time to
time; and

(e 	The balance, if any, to the Members and
Economic Interest Owners in proportion to their
Percentage Interests; provided, however, that the
amount distributable to KLT under this Section
8.1(e) shall be credited by the amounts distributed
to KLT pursuant to Section 8.1(d).

For purposes of this LLC Agreement, KLT's "Internal
Rate of Return" shall be the pretax annualized percentage
discount rate at which the present value of all of KLT's
Capital Contributions and KLT Loans equal the present
value of the sum of all distributions of Net Cash Flow
and/or of the Company's assets, including amounts
distributed as repayments of KLT Loans, KLT Loan Interest
and returns of KLT's Capital Contributions. The
determination of KLT's Internal Rate of Return shall be
made by KLT at the end of each quarter of the Company's
fiscal year, or more frequently if required to determine
the rights and obligations of the parties under this LLC
Agreement, and certified by KLT to the Manager.

Notwithstanding the foregoing, no distributions
shall be made unless, after distribution is made, the
assets of the Company are in excess of its liabilities,
except amounts payable to Members or Economic Interest
Owners on account of Capital Contributions.

8.2	ACCOUNTING. The fiscal and tax year of the
Company shall be the calendar year. For tax purposes, the
records of the Company shall be maintained on an accrual
method of accounting. The books of account of the Company
shall be kept and maintained at all times at the
principal place of business of the Company. Each Member
shall have the right at all reasonable times during usual
business hours to audit, examine and make copies of or
extracts from the books of account of the Company, and a
list of the names and addresses of all of the Members and
Economic Interest Owners. Such right may be exercised
through any agent of such Member.  Each Member shall bear
all expenses incurred in any examination made for its
account.

As soon as reasonably practicable after the end of
each calendar quarter, the Manager shall furnish each
Member and Economic Interest Owner with an interim
balance sheet, statement of profit and loss, and
statement of cash receipts and disbursements of the
Company, each prepared in accordance with generally
accepted accounting principles and reviewed by the
Company's independent certified public accountants.  As
soon as reasonably practicable after the end of each
fiscal and tax year, the Manager shall furnish each
Member and Economic Interest Owner with: (i) a balance
sheet of the Company as of the last day of such fiscal or
tax year, a statement of profit or loss of the Company
for such year, and a statement of cash receipts and
disbursements, each prepared in accordance with generally
accepted accounting principles and reviewed by the
Company's independent certified public accountants; (ii)
a statement showing the amounts allocated to or allocated
against such Member and Economic Interest Owner pursuant
to Article 7 of this LLC Agreement during or in respect
of such year, and any items of income, deduction, credit,
or loss allocated to them; and (iii) a copy of the
federal income tax return of the Company.


8.3	TAX ELECTIONS.  Upon the affirmative vote or
consent of a Majority in Interest, the Tax Matters Member
shall make any tax election for the Company allowed under
the Internal Revenue Code of 1986, as amended, including,
without limitation, elections to cause the basis of
Company property to be adjusted for federal income tax
purposes as provided by Section 734 and 743 of the
Internal Revenue Code of 1986, as amended, pursuant to
the transfer of an Economic Interest or the death of or
distribution of property to a Member or Economic Interest
Owner.

8.4	TAX MATTERS MEMBER.  KLT is hereby designated
as the Tax Matters Member of the Company pursuant to
applicable provisions of the Internal Revenue Code of
1986, as amended, and the regulations thereunder.  If KLT
ceases to be a Member, its status as Tax Matters Member
shall cease, and a successor Tax Matters Member shall be
as chosen by the affirmative vote or consent of a
Majority in Interest.


			ARTICLE 9

	REPRESENTATIONS AND WARRANTIES

9.1	IN GENERAL.  As of the date hereof, each
Member (each a "Representing Party") makes each of the
following representations and warranties applicable to
such Member:

(a 	If such Representing Party is a
corporation, partnership, trust, limited liability
company, limited liability partnership or any other
legal entity, it is duly organized or duly formed,
validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or
formation and has the power and authority as an
entity to own its property and carry on its
business as owned and carried on at the date hereof
and as contemplated hereby.  Such Representing
Party is duly licensed or qualified to do business
and in good standing in each of the jurisdictions
in which the failure to be so licensed or qualified
would have a material adverse effect on its
financial condition or its ability to perform its
obligations hereunder.  Such Representing Party has
the power and authority as an entity to execute and
deliver this LLC Agreement and to perform its
obligations hereunder and the execution, delivery,
and performance of this LLC Agreement has been duly
authorized by all necessary actions of the
Representing Party entity.  This LLC Agreement
constitutes the legal, valid, and binding
obligation of such Representing Party.


(b 	Neither the execution, delivery, and
performance of this LLC Agreement nor the
consummation by such Representing Party of the
transactions contemplated hereby (i) will conflict
with, violate, or result in a breach of any of the
terms, conditions, or provisions of any law,
regulation, order, writ, injunction, decree,
determination, or award of any court, any
governmental department, board, agency, or
instrumentality, domestic or foreign, or any
arbitrator, applicable to such Representing Party,
(ii) will conflict with, violate, result in a
breach of, or constitute a default under any of the
terms, conditions, or provisions of the articles of
incorporation, bylaws, partnership agreement,
certificate of formation, articles of organization,
or other formation and operating documents of such
Representing Party, or of any material agreement or
instrument to which such Representing Party is a
party or by which such Representing Party is or may
be bound or to which any of its material properties
or assets is subject, (iii) will conflict with,
violate, result in a breach of, constitute a
default under (whether with notice or lapse of time
or both), accelerate or permit the acceleration of
the performance required by, give to others any
material interests or rights, or require any
consent, authorization or approval under any
indenture, mortgage, lease agreement, or instrument
to which such Representing Party is a party or by
which such Representing Party is or may be bound,
or (iv) will result in the creation or imposition
of any lien upon any of the material properties or
assets of such Representing Party.

(c 	Any registration, declaration or filing
with, or consent, approval, license, permit or
other authorization or order by, any governmental
or regulatory authority, domestic or foreign, that
is required in connection with the valid execution,
delivery, acceptance and performance by such
Representing Party under this LLC Agreement or the
consummation by such Representing Party of any
transaction contemplated hereby has been completed,
made or obtained on or before the effective date of
this LLC Agreement.

(d 	There are no actions, suits, proceedings
or investigations pending or, to the knowledge of
such Representing Party, threatened against or
affecting such Representing Party or any of their
properties, assets, or businesses in any court or
before or by any governmental department, board,
agency, or instrumentality, domestic or foreign, or
any arbitrator which could, if adversely determined
(or, in the case of an investigation could lead to
any action, suit, or proceeding, which if adversely
determined could) reasonably be expected to
materially impair such Representing Party's ability
to perform its obligations under this LLC Agreement
or to have a material adverse effect on the
consolidated financial condition of such
Representing Party; and such Representing Party has
not received any currently effective notice of any
default, and such Representing Party is not in
default, under any applicable order, writ,
injunction, decree, permit, determination, or award
of any court, any governmental department, board,
agency or instrumentality, domestic or foreign, or
any arbitrator which could reasonably be expected
to materially impair such Representing Party's
ability to perform its obligations under this LLC
Agreement or to have a material adverse effect on
the consolidated financial condition of such
Representing Party.

(e 	Such Member is acquiring its interest in
the Company based upon its own investigation, and
the exercise by such Member of its rights and the
performance of its obligations under this LLC
Agreement will be based upon its own investigation,
analysis and expertise.  Such Member's acquisition
of its interest in the Company is being made for
its own account for investment, and not with a view
to the sale or distribution thereof.

			ARTICLE 10

			TRANSFERABILITY


10.1	GENERAL.  Except as otherwise specifically
provided in this LLC Agreement, neither a Member nor an
Economic Interest Owner shall have the right without the
unanimous affirmative vote or unanimous consent of all of
the remaining Members with Voting Rights to sell, assign,
encumber, pledge, hypothecate, transfer, exchange,
distribute or otherwise transfer for consideration, gift,
bequeath, distribute or otherwise transfer for no
consideration (whether or not by operation of law, except
in the case of bankruptcy) (each such action a
"Transfer") all or part of its interest in the Company.
 The transfer of the Economic Interest of a Bankrupt
Member or Economic Interest Owner shall be governed by
Sections 12.4 and 12.5 below.

Notwithstanding the foregoing restriction, Dobell,
with the prior written consent of KLT in each instance,
may from time to time: (i) transfer all or a part of his
Economic Interest, but not his Voting Rights, to his
spouse or descendants or a custodian for his spouse or
descendants or to a grantor trust described in Section
676 of the Code; or (ii) grant purchase options in his
Economic Interest, but not his Voting Rights, to one or
more managers or consultants employed or engaged by the
Company or a business venture which the Company has
invested in, upon such terms and conditions as he deems
reasonable; provided, however, that each such option will
provide that the option will lapse upon the manager's or
consultant's termination of employment or engagement with
the Company or such business venture, and that if the
option is exercised Dobell and the transferee of his
Economic Interest will comply with the terms of Section
10.2(c) below with respect to the Economic Interest
transferred. If such terms are not complied with for any
such transfer, Dobell shall relinquish all of his Voting
Rights until such time that he cures such non-compliance
to the reasonable satisfaction of the Manager.  If Dobell
transfers an Economic Interest to or for the benefit of
a spouse or descendants or to a grantor trust, or if an
option granted to a manager or consultant is exercised,
the Economic Interest so transferred will remain subject
to KLT's rights as provided in Sections 10.3 and 10.5
below.

In the event Dobell transfers any part of his
Economic Interest to or for the benefit of a spouse or
descendants or to a grantor trust or grants any purchase
options in compliance with the terms set forth above,
whether or not exercised, except as otherwise provided in
this LLC Agreement, Dobell shall retain all his Voting
Rights.

Any purported Transfer of any interest in the
Company in contravention of this LLC Agreement shall be
null and void and of no force or effect.

10.2	RIGHT OF FIRST OFFER.


(a 	If a Member or Economic Interest Owner
(collectively the "Selling Member") desires to sell
all or any portion of its Economic Interest
(excepting the transfer of the Economic Interest of
a Bankrupt Member or Economic Interest Owner, which
shall be governed by Sections 12.4 and 12.5 below),
the Selling Member shall give written notification
to the remaining Members, by certified mail or
personal delivery, of its intention to so transfer
such Economic Interest.  The notice shall be
accompanied by a description of the amount of the
Selling Member's Economic Interest which it desires
to sell or transfer, described as a percentage
interest of all of the Economic Interests of the
Company, and a cash price at which the Selling
Member is willing to sell such portion of its
Economic Interest.   The Members which elect to
exercise this right of first offer (the "Purchasing
Members") shall have the right to purchase on a pro
rata basis determined with reference to the
relationship of each respective Purchasing Member's
Percentage Interest to the total Percentage
Interests of all of the Purchasing Members, unless
a different allocation is agreed upon by such
Members, all (but not less than all) of the
Economic Interest proposed to be sold by the
Selling Member by giving written notification to
the Selling Member of their intention to do so
within forty-five (45) days after receiving the
Selling Member's written notice. The failure of the
Purchasing Members to so notify the Selling Member
of their desire to exercise this right of first
offer within said forty-five (45) day period shall
result in the termination of the right of first
offer and the Selling Member shall be entitled to
consummate the sale of its Economic Interest in the
Company subject of such notice to any Person at any
time within one hundred eighty (180) days after
such forty-five (45) day period upon such terms as
the Selling Member dictates and at a price which is
not less than the cash price set forth in such
notice.  If the Selling Member fails to consummate
a sale of its Economic Interest subject of such
notice at or above stated cash price within such
one hundred eighty (180) day period, then it must
again comply with all of the terms and provisions
of this Section 10.2 before transferring any
portion of such Economic Interest.

(b 	If the Purchasing Members give written
notice to the Selling Member of their desire to
exercise a right of first offer as provided above,
the Purchasing Members shall have the right to
designate the time, date and place of closing,
provided that the date of closing shall be within
sixty (60) days after the date of the Purchasing
Members' notice of their exercise of the right of
first offer.  At the closing of such purchase, the
Purchasing Members shall pay in cash or cash
equivalents the entire purchase price for such
Economic Interest.

(c   In the event of the Transfer of a Selling
Member's Economic Interest in the Company, and as a
condition to recognizing the effectiveness and
binding nature of any such Transfer, the Manager
may require the Selling Member and the purchaser,
donee or successor-in-interest of such Economic
Interest, as the case may be, to execute,
acknowledge, and deliver to the Manager such
instruments of transfer, assignment, and assumption
and such other certificates, representations, and
documents, and to perform all the other acts that
the Manager may deem necessary or desirable to:

(i)  Constitute such purchaser, donee or
successor-in-interest as an owner of an
Economic Interest in the Company;

(ii)  Confirm that the Person desiring to
acquire an Economic Interest in the Company
has accepted, assumed, and agreed to be
subject and bound by all of the terms,
obligations and conditions of this LLC
Agreement, as the same may have been further
amended;


(iii)  Preserve the Company after the
completion of such Transfer under the laws of
each jurisdiction in which the Company is
qualified, organized, or does business;

(iv)  Maintain the status of the Company
as a partnership for federal and state income
tax purposes; and/or

(v)  Assure compliance with any and all
applicable state and federal laws including
securities laws and regulations.

(d   Any purchaser, donee or successor-in-
interest of an Economic Interest shall be required
to make additional Capital Contributions to the
same extent as its predecessor in interest would
have been required to make.

(e   Any Transfer of an Economic Interest in
the Company shall be deemed effective as of the
last day of the calendar month in which all the
requirements of this Article 10 are complied with.
The Selling Member agrees, upon request of the
Management Committee, to execute such certificates
or other documents and perform such other acts as
may be reasonably requested by the Management
Committee from time to time in connection with such
Transfer.

(f   The Selling Member hereby indemnifies the
Company and the remaining Members against any and
all loss, damage, or expense (including, without
limitation, attorneys' fees and tax liabilities or
loss of tax benefits) arising directly or
indirectly from any transfer or purported transfer
in violation of this Article 10.

(g  	If the Selling Member fails to comply
with any of the terms and conditions set forth
above, including, without limitation assignment of
its Economic Interest to the Purchasing Members
pursuant to their exercise of the right of first
offer as provided above, then such Purchasing
Members may enforce the Selling Member's obligation
by an action for specific performance.

10.3	DOBELL PUT OPTION.

(a 	If after the fifth anniversary date of
this LLC Agreement, Dobell desires to sell all of
his Economic Interest (including the Economic
Interests transferred by Dobell to permitted
transferees under this Agreement), he shall have
the option to submit to KLT a written notice
setting forth his offer to sell for cash all of his
Economic Interest and Voting Rights at a purchase
price determined by multiplying the Fair Market
Value of the Company (determined as provided in
Section 10.3(e) below) by his Percentage Interest.


(b 	KLT shall by written notice to Dobell,
within thirty (30) days of delivery of Dobell's
offer, either accept Dobell's offer to sell all of
his Economic Interest and Voting Rights to KLT, or
alternatively elect to exercise KLT's option to
sell all of KLT's Economic Interest and Voting
Rights, together with those of Dobell (free of any
options therein granted by Dobell) and any manager,
descendant, custodian or trustee to which Dobell
has transferred any  part of his Economic Interest
as provided for in Section 10.1 above,  for a
purchase price determined by multiplying the Fair
Market Value of the Company multiplied by the
Percentage Interests associated with such Economic
Interests and Voting Rights so sold.

(c 	KLT shall make such an election by
providing written notice of such election to Dobell
within thirty (30) days of Dobell's delivery of his
offer as provided in Section 10.3(a).  If KLT
elects to accept Dobell's offer, the closing date
for KLT's purchase of Dobell's Economic Interest
and Voting Rights shall occur on the tenth (10th)
business day following KLT's notice to Dobell of
its election to accept his offer.  At the closing,
Dobell (and his permitted transferees, if any)
shall execute, acknowledge and deliver to KLT such
instruments of transfer, assignment and assumption
and such other certificates, representations and
documents, and perform all other acts that  KLT
deems necessary or desirable to transfer Dobell's
(and his permitted transferees, if any) Economic
Interest and Voting Rights to KLT, free and clear
of all liens, claims and encumbrances, and KLT
shall deliver to Dobell (and to his permitted
transferees in accordance with their respective
Economic Interests) payment in cash of the purchase
price for his Economic Interest and Voting Rights.

(d 	If KLT elects to exercise its option to
sell all of the Economic Interests and Voting
Rights of KLT, Dobell and Dobell's transferees, KLT
shall have the authority to enter into a purchase
and sale agreement on behalf of Dobell and his
permitted transferees either for the sale of such
Persons' Economic Interests and Voting Rights or
for the sale of all of the properties and assets of
the Company, for the Fair Market Value of the
Company and upon such other terms and conditions as
KLT deems appropriate, such agreement to be entered
into not later than one hundred eighty (180) days
after the date of KLT's notice to Dobell electing
such option.  If such agreement is not closed
within two hundred seventy (270) days after the
date of such notice, KLT shall be required to
purchase Dobell's Economic Interest and Voting
Rights pursuant to the Fair Market Value.  If KLT
sells all of such Economic Interests and Voting
Rights or the assets and properties of the Company
pursuant to this Section 10.3, then each of the
Members and Economic Interest Owners will receive a
portion of the sales proceeds, net of costs of
sale, determined with reference to Section 12.7
below.  Each Member and Economic Interest Owner
agrees to execute, acknowledge and deliver such
instruments of transfer, assignment and assumption
and such other certificates, representations and
documents, and perform all other acts that KLT
deems necessary or desirable to transfer the
Member's or Economic Interest Owner's Economic
Interests and Voting Rights or provide for the sale
by the Company of the Company's assets and
properties, pursuant to this Section 10.3.


(e 	For purposes of this Section 10.3 (and,
if necessary, Sections 10.4 and 10.5), the "Fair
Market Value" of the Company shall be the amount
determined in good faith by Dobell and as stated in
his written notice setting forth his offer to sell
his Economic Interest and Voting Rights as provided
in Section 10.3(a); provided, however, that if
within thirty (30) days of Dobell's delivery of
such offer, KLT provides notice to Dobell of its
disagreement with such Fair Market Value, KLT and
Dobell shall, prior to the expiration of such
thirty (30) day period, agree upon a mutually
acceptable Fair Market Value for purposes of this
Section 10.3.  If KLT and Dobell are unable to
agree upon a fair market value within such period
of time, the Fair Market Value shall be determined
by an appraiser ("the "appraiser") agreed to by
parties.  If the parties cannot agree upon an
appraiser, then KLT and Dobell each shall select
one appraiser to perform a separate appraisal of
the Company's fair market value.  If the two
appraisals differ by less than ten percent (10%) of
the lower appraised value, the average of the two
appraisals shall be used as the Fair Market Value.
 If the two appraisals differ by more than ten
percent (10%), the two appraisers selected shall
select a third appraiser, which third appraiser
shall select one of the two previously prepared
appraisals which he or she believes is closest to
the actual fair market value of the Company, which
amount shall thereafter constitute the Fair Market
Value to be used in this Section 10.3.  The costs
of such appraisals shall be shared equally between
the parties.  Any time limitations imposed upon a
party to make any election under this Section 10.3
shall be stayed during such determination.

10.4	CHANGE OF CONTROL.

(a 	Notwithstanding anything to the contrary
herein, if either: (i) a Person not a party to this
Agreement acquires beneficial ownership of more
than fifty percent (50%) of the outstanding shares
of voting stock of Kansas City Power & Light
Company ("KCPL") with the ability to vote such
beneficial ownership to direct the affairs of KCPL;
or (ii) a majority of KCPL management's slate of
candidates for directors of KCPL are not elected at
any KCPL shareholder meeting called for such
purpose; Dobell shall have the option to purchase,
or cause to be purchased, for cash at the closing
KLT's entire Economic Interest and Voting Rights.
 Such option shall be exercised by Dobell's notice
to KLT within nine (9) months following the
completion of any such merger or acquisition of
KCPL or election of directors, with the closing of
such purchase to occur within sixty (60) days after
date of such notice.

(b 	The purchase price for KLT's Economic
Interest and Voting Rights shall be an amount equal
to the higher of:

(1)	The Fair Market Value of the Company
(determined in accordance with Section
10.3(e)) multiplied by KLT's Percentage
Interest; and


(2)	The sum of: (i) all Capital
Contributions made by KLT to the Company, the
accrued but unpaid KLT Loan Interest, the
outstanding principal balance of the KLT
Loans, and the amount of any Net Profits
allocated to KLT's Capital Account; and (ii)
an amount which shall allow KLT to receive an
Internal Rate of Return (determined as
provided in Section 8.1 above) of fifteen
percent (15%) on all of its Capital
Contributions and KLT Loans as such amounts
are outstanding from time to time, if the
closing as provided above occurs before the
first anniversary date of this LLC Agreement.
 If the closing as provided above occurs after
the first anniversary date of this LLC
Agreement, the purchase price shall be
determined as so provided except so as to
allow KLT to receive an Internal Rate of
Return of twenty-five percent (25%) on all of
its Capital Contributions and KLT Loans.

PROVIDED, HOWEVER, that until the second
anniversary of this Agreement, subsection (b)(1),
above, shall not be effective.  At the closing, KLT
shall execute, acknowledge and deliver to Dobell
such instruments of transfer, assignment and
assumption and such other certificates,
representations and documents, and perform all
other acts that Dobell deems necessary or desirable
to transfer KLT's Economic Interest and Voting
Rights to Dobell, free and clear of all liens,
claims and encumbrances and Dobell shall deliver to
KLT payment in cash of the purchase price for KLT's
Economic Interest and Voting Rights as determined
above.  Dobell shall have the right to cause the
incorporation of the Company (with stock in the
corporation issued according to the relative
Economic Interest owned by the Members and Economic
Interest Owners) in conjunction with the closing of
the purchase of KLT's Economic Interest and Voting
Rights pursuant to this Section 10.4; provided,
however, that such incorporation does not cause any
material adverse tax consequences to KLT, such
determination which shall be made by KLT in its
sole and absolute discretion.

10.5	KLT'S OPTION TO PURCHASE.

(a 	KLT and Dobell each acknowledge that on
or after the effective date of this LLC Agreement,
the Company and Dobell will enter into an
employment agreement providing for the Company's
employment of Dobell.  If Dobell's employment with
the Company is terminated for cause or by Dobell's
voluntary act, pursuant to the terms of such
employment agreement,  then KLT shall have the
option to purchase for cash all of Dobell's
Economic Interest and Voting Rights and all of the
Economic Interests (and Voting Rights, if any) of
any permitted transferee to which Dobell has
transferred any part of his Economic Interest as
provided in Section 10.1 above.

(b 	If KLT elects to exercise its option as
provided in this Section 10.5, within thirty (30)
days after the termination of Dobell's employment,
KLT shall provide Dobell notice of such election,
with a copy to each of his transferees, which shall
set forth a cash purchase price for the Economic
Interests and Voting Rights to be purchased
determined by multiplying the fair market value of
the Company by the Percentage Interests to be
purchased, and a date for closing such purchases
which shall not be more than thirty (30) days after
the date of such notice.  If Dobell disagrees with
the fair market value determined by KLT, then
Dobell and KLT shall arrive at a mutually
acceptable Fair Market Value as provided in Section
10.3(e) above.


(c 	At the closing, Dobell and each of his
transferees shall execute, acknowledge and deliver
to KLT such instruments of transfer, assignment and
assumption and such other certificates,
representations and documents, and perform all
other acts that KLT deems necessary or desirable to
transfer his Economic Interest and Voting Rights,
and his transferee's Economic Interests and Voting
Rights, if any, to KLT free and clear of all liens,
claims, options and encumbrances, and KLT shall
deliver to Dobell and his transferees payment in
cash of the purchase price for the Economic
Interests and Voting Rights purchased.

10.6	TRANSFEREE NOT MEMBER IN ABSENCE OF CONSENT.
 Notwithstanding anything contained in this LLC Agreement
to the contrary, if all of the remaining Members with
Voting Rights do not by unanimous affirmative vote or
unanimous consent approve of the proposed Transfer of a
Member's or Economic Interest Owner's Economic Interest
in the Company to a transferee or donee who is not a
Member immediately before the Transfer and the admission
of such transferee as a Member as provided in Article 11
below, the proposed transferee or donee shall have no
right to participate in the management of the business
and affairs of the Company, including, without
limitation, any rights to appoint representatives to the
Management Committee, or to become a Member. Subject to
the satisfaction of the requirements of Section 10.2
above, the transferee or donee shall be merely an
Economic Interest Owner.  Furthermore, except as agreed
upon by all of the remaining Members or as otherwise
provided in this LLC Agreement or the Delaware Act, upon
a Member's transfer of its entire Economic Interest, such
Member's rights to participate in the management and
affairs of the Company, including, without limitation,
its Voting Rights, and any rights to appoint
representatives to the Management Committee, shall cease.

			ARTICLE 11

ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS

11.1	ADMISSION OF SUCCESSOR MEMBERS OR NEW MEMBERS.
 A Person, including a transferee or donee of a Member or
other Person owning an Economic Interest, shall be deemed
admitted as a Member of the Company only upon the
satisfactory completion of the following:

(a)	All of the Members or remaining Members
with Voting Rights, as the case may be, shall have
consented to the admission of the Person as a
Member of the Company and, in the case of a new
Member, all of the Members with Voting Rights shall
have consented to the amount and character of the
proposed Capital Contribution of such new Member.

(b)	The Person shall have accepted and agreed
to be bound by the terms and provisions of this LLC
Agreement and such other documents or instruments
as the Management Committee may require.

(c)	The Person shall have executed a
counterpart of this LLC Agreement to evidence the
consents and agreements above, and any changes in
the Certificate of Formation of the Company and
this LLC Agreement shall have been executed and
filed as deemed necessary by the Management
Committee.


(d)	If the Person is a corporation,
partnership, limited liability company, trust,
association or other entity, the Person shall have
provided the Management Committee with evidence
satisfactory to counsel for the Company of its
authority to become a Member under the terms and
provisions of this LLC Agreement.

(e)	If required by the Management Committee,
counsel for the Company or a qualified counsel for
the transferee or donee or new Member, which
counsel shall have been approved of by the Members,
shall have rendered an opinion to the Members that
the admission of the Person as a Member is in
conformity with the Delaware Act and that none of
the actions in connection with the admission will
cause the termination or dissolution of the Company
or will adversely affect its classification as a
partnership for federal and state income tax
purposes.

(f)	The Person, as required by the Management
Committee, shall have paid all reasonable legal
fees of the Company and the Members and filing
costs in connection with its admission as a Member.

11.2	FINANCIAL ADJUSTMENTS.  No new Members shall
be entitled to any retroactive allocation of losses,
income, or expense deductions incurred by the Company.
The Company may, at its option, at the time a Member is
admitted, close the Company's books (as though the
Company's tax year had ended) or make pro rata
allocations of loss, income, and expense deductions to a
new Member for that portion of the Company's tax year in
which a Member was admitted in accordance with the
provisions of Section 706 of the Internal Revenue Code of
1986, as amended, and the Treasury Regulations
promulgated thereunder.

			ARTICLE 12

TERM. TERMINATION. AND DISTRIBUTION UPON LIQUIDATION

12.1	TERM.  The term of the Company shall commence
on the date the Certificate of Formation for the Company
is filed in the Office of the Delaware Secretary of State
in accordance with the Delaware Act and shall continue
until December 31, 2046, unless earlier dissolved by the
unanimous written consent of all of the Members with
Voting Rights, or the provisions of the Certificate of
Formation, this LLC Agreement or the Delaware Act.

12.2	WITHDRAWAL OF A MEMBER.  A Member may
withdraw, retire or resign from the Company at any time
upon giving ninety (90) days prior written notice of such
withdrawal to the remaining Members; provided, however,
that absent the approval of such withdrawal by the
affirmative vote or consent of a Majority in Interest of
the remaining Members within such ninety (90) day notice
period, such a withdrawal shall be deemed a breach of
this LLC Agreement allowing the Company to recover from
the withdrawing Member damages for such breach as
reasonably determined by the remaining Members,
including, without limitation, attorneys' fees, and
offset such damages against the amounts otherwise
distributable to the withdrawing Member.


Subject to the remaining provisions of this LLC
Agreement, upon the withdrawal of a Member, the
withdrawing Member shall be entitled to the fair market
value of its Economic  Interest, which amount shall be
equal to the sum of the withdrawing Member's Percentage
Interest of both (i) the Company's Net Profits or Net
Losses for the year in which the withdrawal occurs
through the date of the withdrawal (less any
distributions of Net Cash Flow made to the withdrawing
Member through the date of such withdrawal); and (ii) the
value of the Company's assets, net of the Company's
debts, liabilities and obligations; less any deficit
balance in the withdrawing Member's Capital Account, such
consideration which the Company shall pay in cash at the
closing, which closing shall be within thirty (30) days
of the date such purchase price is determined at such
time and place as designated by the Company. For purposes
of this determination, the value of the Company's assets,
other than cash, certificates of deposit and other
instruments the value of which are readily ascertainable,
shall be determined with reference to the fair market
value of such assets as determined by the Company's
regularly employed independent certified public
accountant, which determination shall be final, binding
and conclusive upon all parties.

Notwithstanding the foregoing, if such withdrawal
is deemed to be a breach of this LLC Agreement as
provided above, then the amount to which the withdrawing
Member is entitled for its Economic Interest shall not
include any amount attributable to the goodwill of the
Company and shall be reduced by an amount equal to any
damages attributable to such breach as described above.

12.3	EVENTS OF DISSOLUTION.  Unless the
continuation of the Company's business is approved by the
affirmative vote or consent of a Majority in Interest of
the remaining Members within ninety (90) days of an event
of withdrawal, the Company shall immediately dissolve.
 An event of withdrawal shall include:

(a 	The withdrawal, retirement or resignation
of a Member absent the approval of the remaining
Members and the failure to purchase a withdrawing
Member's Economic Interest as provided in Section
12.2 above;

(b 	In the case of a Member that is a natural
person, the death or insanity of a Member or the
entry by a court of competent jurisdiction
adjudicating a Member incompetent to manage his
person or his estate;

(c 	A Member becoming a Bankrupt Member (as
defined in Section 12.4 below);

(d 	In the case of a Member that is a trust,
the termination of the trust or the distribution of
such trust's entire interest in the Company, but
not merely the substitution of a new trustee;

(e 	In the case of a Member that is a general
or limited partnership, the dissolution and
commencement of winding up of such partnership or a
distribution of its entire interest in the Company;


(f 	In the case of a Member that is a
corporation, the filing of articles of dissolution,
or their equivalent, for the corporation or
revocation of its charter or its distribution of
its entire interest in the Company;

(g 	In the case of a Member that is an
estate, the distribution by the fiduciary of the
estate's entire interest in the Company;

(h 	In the case of a Member that is a limited
liability company, the filing of a certificate of
cancellation or articles of dissolution or
termination, or their equivalent, for the limited
liability company or a distribution of its entire
interest in the Company;

(i 	December 31, 2046;

(j 	The unanimous affirmative vote or
unanimous consent by all of the Members with
Voting Rights to dissolve, wind up and
liquidate the Company;

(k 	The happening of any other event
that makes it unlawful or impossible to carry
on the business of the Company; or

(l 	Any event which causes there to be
only one (1) Member.

Except as otherwise provided in this LLC Agreement or the
Delaware Act, upon the occurrence of an event of
withdrawal as described in subsection (a) through (h)
above, the Member subject of such an event shall cease to
be a Member and shall thereafter be an Economic Interest
Owner.  An event of withdrawal shall not include a
Transfer of a Member's interest pursuant to Article 10
above.

12.4	BANKRUPTCY OF A MEMBER.  A "Bankrupt Member"
shall mean any Member or Economic Interest Owner who:

(a 	makes an assignment for the benefit of
its creditors;

(b 	files a voluntary petition in bankruptcy;

(c 	files a petition or answer seeking for
itself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or
regulation or files an answer or other pleading
admitting or failing to contest the material
allegations of a petition filed against it in any
proceeding of such nature;

(d 	seeks, consents or acquiesces in the
appointment of a trustee, receiver or liquidator of
the Member or Economic Interest Owner or of all or
any substantial part of its property; or


(e 	is the subject of any proceeding seeking
reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, and
one hundred twenty (120) days after commencement of
such proceeding, the proceeding has not been
dismissed; or without the Members' or Economic
Interest Owners' consent or acquiescence has had a
trustee, receiver or liquidator appointed for
itself or for a substantial part of its property
and the appointment is not vacated or stayed, or
within ninety (90) days after the expiration of any
such stay, the appointment is not vacated.

12.5	OPTION TO PURCHASE.  The remaining Members
shall have the option to purchase the Economic Interest
and Voting Rights, if any, of a Bankrupt Member for the
purchase price determined and paid in accordance with the
methodology, terms and conditions provided in Section
12.2 above for the purchase of a withdrawing Member's
interest; provided, however, that no discounts shall be
made to the purchase price for any deemed breach of the
LLC Agreement.  If the remaining Members do not elect to
acquire all of the Bankrupt Member's interest, the
interest shall be transferred in accordance with Article
10 above, or if not transferred, retained by the Bankrupt
Member.  If the remaining Members exercise their option
hereunder and the Bankrupt Member fails to assign its
interest in the Company at the time and place fixed for
closing, then the remaining Members may enforce the
obligation of the Bankrupt Member by an action for
specific performance.

12.6	CESSATION OF BUSINESS.  In the event of the
occurrence of any event effecting the dissolution of the
Company, the Company shall cease to carry on its
business, except insofar as may be necessary for the
winding up of its business, but its separate existence
shall continue until the Manager has filed a certificate
of cancellation in the office of Delaware Secretary of
State or until a decree terminating the Company has been
entered by a court of competent jurisdiction.

12.7	WINDING UP. LIQUIDATION. AND DISTRIBUTION OF
ASSETS.  Upon dissolution, an accounting shall be made of
the accounts of the Company and of the Company's assets,
liabilities and operations, from the date of the last
previous accounting until the date of dissolution and the
Manager shall immediately proceed to wind up the affairs
of the Company.  If the Company is dissolved and its
affairs are to be wound up, the Manager shall:

(a)	Collect and sell or otherwise liquidate
all of the Company's assets as promptly as
practicable (except to the extent all of the
Members by an affirmative and unanimous vote or
consent may determine to distribute any assets to
the Members and Economic Interest Owners in kind);

(b)	Allocate any Net Profits or Net Losses
resulting from such sale or other disposition of
the Company's assets to the Members' and Economic
Interest Owners' Capital Accounts in accordance
with Section 2.1(b) above;


(c)	Discharge all debts, liabilities and
obligations of the Company, including those to
Members and Economic Interest Owners who are
creditors, including KLT to the extent any KLT Loan
Interest or KLT Loan remains unpaid, to the extent
otherwise permitted by law, other than debts,
liabilities and obligations to Members and Economic
Interest Owners for distributions, and establish
such reserves as the Management Committee may deem
reasonably necessary to provide for contingencies
or liabilities of the Company (for purposes of
determining the Capital Accounts of the Members and
Economic Interest Owners, the amounts of such
reserves shall be deemed to be an expense of the
Company);

(d)	Distribute the remaining assets to the
Members and Economic Interest Owners either in cash
or in kind, with any assets distributed in kind
being valued for this purpose at their fair market
value, as follows and in the following order of
priority:

(i) First, to the Members and Economic
Interest Owners with positive Preference
Contribution Account balances, in proportion
to their respective Preference Contribution
Account balances, up to the amount necessary
to reduce all such Preference Contribution
Account balances to zero;

(ii)	Second, to KLT until such
distributions, together with all prior
distributions of Net Cash Flow and/or of the
Company's assets,including amounts distributed
as repayments of KLT Loans, KLT Loan Interest
and returns of KLT's Capital Contributions,
are such that KLT has received an Internal
Rate of Return (determined as provided in
Section 8.1 above) of twenty-five percent
(25%) on all of its Capital Contributions and
KLT Loans as such amounts are outstanding from
time to time; and

(iii) The balance, if any, to the Members
and Economic Interest Owners in proportion to
their Percentage Interests; provided, however,
that the amount distributable to KLT under
this Section 12.7(d)(iii) shall be credited by
the amounts distributed to KLT pursuant to
Section 12.7(d)(ii).

If any assets of the Company are to be distributed
in kind, the fair market value of those assets as
of the date of dissolution, other than cash,
certificates of deposit and other instruments the
value of which are readily ascertainable, shall be
as determined as provided in Section 12.2 above.
Those assets shall be deemed to have been sold as
of the date of dissolution for their fair market
value, and the Capital Accounts of the Members and
Economic Interest Owners shall be adjusted pursuant
to the provisions of this LLC Agreement to reflect
such deemed sale;

(e)	Upon completion of the winding up,
liquidation and distribution of the assets, the
Company shall be deemed terminated; and

(f)	The remaining Members shall comply with
any applicable requirements of the Delaware Act
pertaining to the winding up of the affairs of the
Company and the final distribution of its assets.


12.8	CERTIFICATE OF CANCELLATION.  When all debts,
liabilities, and obligations have been paid and
discharged or adequate provisions have been made therefor
and all of the remaining assets have been distributed to
the Members and Economic Interest Owners, the Manager
shall execute a certificate of cancellation setting forth
the information required by the Delaware Act and shall be
delivered to the Delaware Secretary of State.

12.9	RETURN OF CONTRIBUTION NONRECOURSE TO OTHER
MEMBERS.  Except as provided by law or as expressly
provided in this LLC Agreement, upon dissolution, each
Member and Economic Interest Owner shall look solely to
the assets of the Company for the return of its Capital
Contributions. If the Company assets remaining after the
payment or discharge of the debts and liabilities of the
Company is insufficient to return the Capital
Contributions of the Members and Economic Interest
Owners, the Members and Economic Interest Owners shall
have no recourse against any other Member or Economic
Interest Owner.


			ARTICLE 13

		MISCELLANEOUS PROVISIONS

13.1	WAIVER OF RIGHT OF PARTITION.  It is
specifically agreed that no Member or Economic Interest
Owner shall have the right to ask for partition of the
assets owned or hereafter acquired by the Company, nor
shall any such Member or Economic Interest Owner have the
right to any specific assets of the Company on the
liquidation or winding up of the Company, except as may
be specified by a Majority in Interest.

13.2	NOTICES.  Except as otherwise provided in this
LLC Agreement, any notice required or permitted herein
shall be in writing and shall be deemed to have been
delivered, whether actually received or not, two (2)
calendar days after being deposited in the United States
mail, by registered mail, return receipt requested,
postage prepaid, addressed to the party entitled thereto
at the last address of such party provided by such party
to the Company.  Any notice to the Company shall be sent
to the Company's principal place of business.

13.3	GOVERNING LAW.  This LLC Agreement has been
made and executed in accordance with the Delaware Act and
is to be construed, enforced, and governed in accordance
therewith and with the laws of the State of Delaware.
The parties agree that all actions or proceedings arising
directly or indirectly from this Operation Agreement
shall be commenced and litigated only in the Circuit
Court of Jackson County, Missouri, or the United States
District Court of Missouri, Western District, located in
Kansas City, Missouri.  The parties hereby consent to the
jurisdiction over them of the Circuit Court of Jackson
County, Missouri, or the United States District Court of
Missouri, in all actions or proceedings arising directly
or indirectly from this LLC Agreement.

13.4	ENTIRE AGREEMENT. Except as otherwise provided
herein, this LLC Agreement together with the recitals and
Exhibits hereto, each of which are incorporated herein,
constitutes the entire agreement among the Members on the
subject matter hereof and may not be changed, modified,
amended, or supplemented except in writing, signed by all
of the Members. All other oral or written agreements,
promises, and arrangements in relation to the subject
matter of this LLC Agreement are hereby rescinded.


13.5	BINDING AGREEMENT.  Subject to the
restrictions and encumbrances set forth herein, the terms
and provisions of this LLC Agreement shall be binding
upon, be enforceable by and inure to the benefit of the
Members, Economic Interest Owners and their respective
heirs, executors, administrators, personal
representatives, successors, and assigns.

13.6	INTERPRETATION.  The descriptive headings
contained in this LLC Agreement are for convenience only
and are not intended to define the subject matter of the
provisions of this LLC Agreement and shall not be
resorted to for interpretation thereof.

13.7	SEVERABILITY.  If any provision of this LLC
Agreement or the application thereof to any individual or
entity or circumstance shall be invalid or unenforceable
to any extent, the remainder of this LLC Agreement and
the application of such provisions to other individuals
or entities or circumstances shall not be affected
thereby and shall be enforced to the greatest extent
permitted by law.

13.8	WAIVER.  No consent or waiver, express or
implied, by any Member or Economic Interest Owner to or
of any breach or default by any other Member or Economic
Interest Owner in the performance by such other Member or
Economic Interest Owner of its obligations under this LLC
Agreement shall be deemed or construed to be a consent or
waiver to or of any other breach or default in the
performance by such other Member or Economic Interest
Owner of the same or any other obligations hereunder. The
failure on the part of any Member or Economic Interest
Owner to complain of any act or failure to act of any of
the other Members or Economic Interest Owners or to
declare any of the other Members or Economic Interest
Owners in default, irrespective of how long such failure
continues, shall not constitute a waiver by such Member
or Economic Interest Owner of its rights under this LLC
Agreement.

13.9	EQUITABLE REMEDIES.  The rights and remedies
of any of the Members or Economic Interest Owners
hereunder shall not be mutually exclusive. Each of the
Members and Economic Interest Owners confirms that
damages at law may be an inadequate remedy for a breach
or threatened breach of this LLC Agreement and agrees
that in the event of a breach or threatened breach of any
provision hereof, the respective rights and obligations
hereunder shall be enforceable by specific performance,
injunction or other equitable remedy, but nothing herein
contained is intended to, nor shall it, limit or affect
any right or rights at law or by statute or otherwise of
a Member or Economic Interest Owners aggrieved as against
a party for a breach or threatened breach of any
provision hereof; it being the intention hereof to make
clear the agreement of the Members and Economic Interest
Owners that the respective rights and obligations of the
Members and Economic Interest Owners hereunder shall be
enforceable in equity as well as at law or otherwise.

13.10	ATTORNEY'S FEES.  In the event of a
default by a Member or Economic Interest Owner under this
LLC Agreement, the non-defaulting Members and Economic
Interest Owners shall be entitled to recover all costs
and expenses, including attorney's fees, incurred as a
result of said default or in connection with the
enforcement of this LLC Agreement.


13.11	COUNTERPARTS.   This LLC Agreement may be
executed in two (2) or more counterparts, all of which
taken together shall constitute one (1) instrument.

13.12	GENDER.  Whenever in this LLC Agreement,
words, including pronouns, are used in masculine or
neuter, they shall be read and construed in the
masculine, feminine or neuter, as the case may be,
wherever they would so apply, and wherever in this LLC
Agreement, words, including pronouns, are used in the
singular or plural, they shall be read and construed in
the plural or singular, respectively, wherever they would
so apply.

13.13	SAVING CLAUSE.  In the event any
provision of this LLC Agreement shall be, or shall be
found to be, contrary to the Delaware Act, such provision
shall be deemed amended so as to conform with such Act.

13.14	FURTHER DOCUMENTATION.  Each of the
parties hereto agrees in good faith to execute such
further or additional documents as may be necessary or
appropriate to fully carry out the intent and purpose of
this LLC Agreement.

13.15	INCORPORATION OF RECITALS.   The preamble
and recitals to this LLC Agreement are hereby
incorporated by reference and made an integral part
hereof.


13.16	INDEMNIFICATION. The Company shall
indemnify any Member, Manager or officer of the Company
who was or is a party or is threatened to be made a party
to any threatened, pending or completed action,
arbitration, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by
or in the right of the Company, by reason of the fact
that such Member, Manager or officer is or was a Member,
Manager or officer of the Company or is or was serving at
the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust,
or other enterprise, against liability incurred in
connection with such action, arbitration, suit or
proceeding, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably
incurred by such Member, Manager or officer in connection
with such action, arbitration, suit or proceeding,
including any appeal thereof, if such Member, Manager or
officer acted in good faith and in a manner such Member,
Manager or officer reasonably believed to be in or not
opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe such Member's, Manager's or
officer's conduct was unlawful, except that no
indemnification shall be made in respect of any claim,
issue or matter as to which such Member, Manager, or
officer shall have been adjudged to be liable for gross
negligence or gross misconduct in the performance of such
Member's, Manager's, or officer's duty to the Company
unless and only to the extent that the court or
arbitration in which the action, arbitration or suit was
brought determines upon application that, despite the
adjudication of liability and in view of all the
circumstances of the case, such Member, Manager, or
officer is fairly and reasonably entitled to indemnity
for such expenses which the court or arbitration shall
deem proper.  The termination of any action, arbitration,
suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption
that the Member, Manager or officer did not act in good
faith and in a manner which such Member, Manager or
officer reasonably believed to be in or not opposed to
the best interests of the  Company and, with respect to
any criminal action or proceeding, had reasonable cause
to believe that such Member's, Manager's or officer's
conduct was unlawful.


IN WITNESS WHEREOF, the parties hereto have signed
this LLC Agreement to be effective on the date first
above written.

KLT TELECOM INC.,
a Missouri corporation

By: 	/s/R. G. Wasson
Name:  	R. G. Wasson
Title:  President

COLIN DOBELL

/s/Colin Dobell
Colin Dobell

	EXHIBIT A

LIMITED LIABILITY COMPANY AGREEMENT OF TELEMETRY
	SOLUTIONS, LLC


			Description	Inital		Inital
		   Fair Market Value of	Percentage	Voting
NAME			INITAL CAPITAL	INTEREST	RIGHTS
			CONTRIBUTION

KLT Telecom Inc.	$2,000.00	   67%	 	 80%
FEIN

Colin Dobell		$  500.00	   33%		 20%
SSN:

                                          Exhibit B-122

               Articles of Organization
(Submit in duplicate with filing with filing fee of $105)

1.   The name of the limited liability company is:
     GlobalUtilityExchange.com, LLC

     (Must include "Limited Liability Company,"
     "Limited Company," "LC," "L.L.C.," or "LLC")

2.   The purpose(s) for which the limited liability
     company is organized: to engage in business-
     related electronic commerce ventures, and any
     other lawful activities and purposes

3.   The name and address of the limited liability
     Company's registered agent in Missouri is:

                 Street Address:  May
                 not use P.O. Box
                 unless street address
Name             also provided           City/State/Zip
- ---------------- ---------------------   -------------
Corporation      221 Bolivar Street      Jefferson
Service Company                          City, MO,
d/b/a CSC-                               65101
Lawyers
Incorporating
Service Company

4.   The management of the limited liability Company is
     vested in one or more managers.   (X) Yes   ( ) No

5.   The events, if any, on which the limited liability
     company is to dissolve or the number of years the
     limited liability company is to continue, which
     may be any number or perpetual:  perpetual

6.   The name(s) and address(es) of each organizer:

     Eric Carter
     10740 Nall, Suite 230
     Overland Park, KS 66211

7.   For tax purposes, is the limited liability company
     considered a corporation?   ( ) Yes   (X) No

7.   The effective date of this document is the date it
     is filed by the Secretary of State of Missouri, unless
     you indicate a figure date, as follows:
     ______________________________________________
     (Date may not be more than 90 days after the
     filing date in this office)

In Affirmation thereof, the facts stated above are
true:

/s/  Eric Carter         Eric Carter    Organizer
     (signature)               (Printed Name)

Exhibit b-123





          RESTATED ARTICLES OF INCORPORATION
                          OF
                  DTI HOLDINGS, INC.



              DTI HOLDINGS, INC., a Missouri
corporation (the "Corporation"), hereby certifies to
the Secretary of State of Missouri that the Corporation
desires to restate its Articles of Incorporation as
currently in effect and the following Restated Articles
of Incorporation are all of the provisions of the
Articles of Incorporation of the Corporation as
theretofore amended and that these Restated Articles of
Incorporation correctly set forth without change the
corresponding provisions of such Articles of
Incorporation as theretofore amended. These Restated
Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto.

              These Restated Articles of Incorporation
were duly approved by the directors of the Corporation
and adopted on behalf of the Corporation by written
consent in lieu of a meeting, dated April 8, 1998.

                     ARTICLE ONE

              The name of the corporation (hereinafter
referred to as the "Corporation') is: DTI HOLDINGS,
INC.

                     ARTICLE TWO

              The address, including street and number,
if any, or the corporation's initial registered office
in this state is 11111 Dorsett Road, St. Louis,
Missouri 63043 and the name of its initial agent at
such address is Richard D. Weinstein.

                    ARTICLE THREE

         I.   Authorization of Shares

                   The aggregate number of shares of
capital stock which the Corporation has authority to
issue is 100,050,000 shares, consisting of:

                   A.    100,000,000 shares of common
stock, par value $.01 per share (the "Common Stock");

                   B.    50,000 shares of preferred
stock, par value $.01 per share (the "Preferred
Stock").






        II. Preferred Stock

              A.   General. The Board of Directors of
the Corporation is hereby authorized to determine all
rights, preferences and privileges and qualifications,
limitations and restrictions of the Preferred Stock
(including, without limitation, voting rights and the
limitation and exclusion thereof) granted to or imposed
upon any unissued series of Preferred Stock and the
number of shares constituting any such series and the
designation thereof, and to increase or decrease (but
not below the number of shares of such series then
outstanding) the number of shares of any series
subsequent to the issue of shares of that series then
outstanding. Unless otherwise provided in a particular
certificate of designation relating to a series of
Preferred Stock, in case the number of shares of any
series is so decreased, the shares constituting such
reduction shall resume the status which such shares had
prior to the adoption of the resolution originally
fixing the number of shares of such series.

              B.   Series A Preferred Stock

              1.   Designation. Thirty Thousand
(30,000) shares of the authorized and unissued
Preferred Stock of the Corporation shall be designated
as "Series A Preferred Stock" and shall have the
following rights and limitations.

              2.   Dividends. Upon declaration of any
dividend by the Board of Directors of the Corporation
on the Common Stock, the holder of each share of Series
A Preferred Stock shall be entitled to receive, out of
any funds legally available therefor, as adjusted
appropriately for stock splits, stock dividends,
combinations or similar recapitalizations affecting the
Series A Preferred Stock, such dividends paid in cash
or other assets as would be paid on each share of
Common Stock, or any other equity security, into which
each share of Series A Preferred Stock could be
converted on the applicable record date. The dividends
shall be payable quarterly in arrears from the date on
which a share of the Series A Preferred Stock is first
issued hereunder. The original dates of issuance of the
Series A preferred stock, par value $.01 per share, of
Digital Teleport, Inc. (the "DTI Series A Preferred
Stock") to KLT Telecom Inc. ("KLT") are herein referred
to as the "Original Issue Dates".

              3.   Liquidation. Dissolution or Winding
Up and Voting.

                   (a)   Preference. In the event of
any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation (a "Liquidating
Event"), the holders of the ten outstanding shares of
Series A Preferred Stock shall be entitled to be paid,
prior and in preference to any distribution of any of
the assets or surplus funds of the Corporation to the
holders of the Common Stock of the Corporation by
reason of their ownership thereof, out of the assets of
the Corporation available for distribution to its
shareholders, $1,500 per share of Series A Preferred
Stock, subject to appropriate adjustment in the event
of any stock dividend, stock split, combination or
other similar recapitalization affecting the Series A
Preferred Stock. If upon the occurrence of any
Liquidating Event the remaining assets of the
Corporation available for distribution to its
shareholders shall be insufficient to pay the holders
of shares of Series A Preferred Stock the full amount
to which they shall be entitled, the holders of shares
of Series A Preferred Stock shall share ratably in any
distribution of the remaining assets and funds of the
Corporation in proportion to the respective amounts
which would otherwise be payable in respect of the
shares held by them upon such distribution if all
amounts payable on or with respect to such shares were
paid in full.

                   (b)   Common Stock. If, after the
payment of all preferential amounts required by
subsection 3(a) above to be paid to the holders of
Series A Preferred Stock upon the occurrence of any
Liquidating Event, any assets and funds of the
Corporation are legally available for distribution, a
dividend shall be payable on each share of Common Stock
then outstanding, prior and in preference to any
further distribution of any of the assets or surplus
funds of the Corporation to the holders of the Series A
Preferred Stock by reason of their ownership thereof in
an amount equal to the per share cash consideration
received by the Corporation upon its issuance of Common
Stock to the initial holder of such shares (as adjusted
for any stock dividends, combinations or splits with
respect to such shares). Subject to the payment in full
of the liquidation preferences with respect to the
Series A Preferred Stock as provided in subsection 3(a)
above, if upon the occurrence of such Liquidating
Event, the assets and funds thus distributed among the
holders of the Common Stock shall be insufficient to
permit the payment to such holders of the full
aforesaid preferential amount, then the entire
remaining assets and funds of the Corporation legally
available for distribution shall be distributed among
the holders of the Common Stock in proportion to the
weighted value of shares of Common Stock (as determined
by the per share cash consideration received by the
Corporation upon issuance of the Common Stock to the
original holder thereof) then held by them.

                   (c)   Participation. After payment
to the holders of the Common Stock and the Series A
Preferred Stock of the amounts set forth in subsections
3(a) and (b) above, the entire remaining assets and
funds of the Corporation legally available for
distribution, if any, shall be distributed among the
holders of the Common Stock and the Series A Preferred
Stock in proportion to the shares of Common Stock then
held by them and the shares of Common Stock which they
then have the right to acquire upon conversion of the
shares of Series A Preferred Stock then held by them.

                   (d)   Voting. Each holder of
outstanding shares of Series A Preferred Stock shall be
entitled to the number of votes equal to the number of
whole shares of Common Stock into which the shares of
Series A Preferred Stock held by such holder are
convertible (as adjusted from time to time pursuant to
Section 4 of this Article Three.II.B), at each meeting
of shareholders of the Corporation (and written actions
of shareholders in lieu of meetings) with respect to
any and all matters presented to the shareholders of
the Corporation for their action or consideration.
Except for any amendment affecting the rights and
obligations of holders of Series A Preferred Stock or
as otherwise provided by law, holders of Series A
Preferred Stock shall vote together with the holders of
Common Stock as a single class. The holders of the
Series A Preferred Stock shall vote separately as a
class with respect to any amendment affecting the
rights and obligations of holders of Series A Preferred
Stock and as otherwise required by law.

              4.   Optional Conversion. The holders of
the Series A Preferred Stock shall have conversion
rights as follows (the "Conversion Rights"):
         (a)   Right to Convert. Each share of Series A
Preferred Stock shall be convertible, at the option of
the holder thereof, at any time and from time to time,
into one share of Common Stock (the number and type of
shares into which the Series A Preferred Stock shall be
converted shall be adjusted as described below)
("Conversion Shares"), without any payment of monies by
the holder of Series A Preferred Stock for such
conversion. Upon a Liquidating Event, the Conversion
Rights shall terminate at the close of business on the
first (1st) full day preceding the date fixed for the
payment of any amounts distributable on liquidation to
the holders of Series A Preferred Stock.

                   (b)   Automatic Conversion. Upon the
sale of shares of Common Stock or debt securities of
the Corporation in a public offering (a "Qualified
Public Offering") pursuant to an effective registration
statement under the Securities Act of 1933, as amended,
(i) resulting in at least $100,000,000 of net proceeds
to the Corporation or (ii) (A) resulting in more than
$50,000,000 but less than $100,000,000 in net proceeds
to the Corporation and (B) the offering price for
Common Stock in such offering multiplied by the number
of shares of Common Stock represented by all the shares
of the Series A Preferred Stock issued in exchange for
the DTI Series A Preferred Stock, is greater than the
amount that would provide an IRR (as hereinafter
defined) of at least twenty-five percent (25%) per
annum on a cumulative basis, pre-tax ("Benchmark
Amount") from the date of the first Original Issue Date
("first Issue Date"), then all duly issued and
outstanding shares of the Series A Preferred Stock
shall, as of the date of consummation of such Public
Offering, be converted into the Conversion Shares (as
in effect immediately prior to the date of consummation
of such Public Offering). "IRR" means the discount rate
that equates (i) the present value (to the First Issue
Date) of the Benchmark Amount with (ii) the present
value (to the First Issue Date) of the total
investments made by KLT on the Original Issue Dates.
For purposes of calculating IRR, any antecedent debt
and all property (including without limitation any
antecedent debts or limited liability company
interests) shall be deemed to be contributed on the
First Issue Date in cash at its face value. The
Corporation shall give the holders of the Series A
Preferred Stock notice of the filing with the
Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), of any
registration statement relating to any proposed Public
Offering not less than 30 days prior to such filing.
The holders of shares of Series A Preferred Stock shall
present such shares for surrender to the Corporation in
accordance with the provisions of subsection 4(d)(i)
below on or before the closing date of such Public
Offering and the Corporation shall issue to such
holders a certificate or certificates for shares of
Common Stock in accordance with the provisions of
subsection 4(d)(i) below on such closing date. The term
"Qualified Public Offering" shall be deemed to exclude
any offering (i) pursuant to a registered exchange
offer for debt securities initially sold in a private
placement pursuant to Rule 144A and Regulation S under
the Securities Act and (ii) to the extent such offering
registers securities for any party other than the
Corporation, including pursuant to demand registration
rights or piggy-back registration rights, on a shelf
registration or otherwise.

                   (c)   Fractional Shares. No
fractional shares of Common Stock shall be issued upon
conversion of the Series A Preferred Stock. In lieu of
any fractional shares to which the holder would
otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the fair market
value of such fractional shares of Common Stock as
determined in good faith by the Corporation's Board of
Directors, whose determination shall be conclusive.

                   (d)   Mechanics of Conversion.

          (i) Surrender of Certificates. In order for a
holder of Series A Preferred Stock to convert shares of
Series A Preferred Stock into shares of Common Stock,
such holder shall surrender the certificate or
certificates for such shares of Series A Preferred
Stock, at the office of the transfer agent for the
Series A Preferred Stock (or at the principal office of
the Corporation if the Corporation serves as its own
transfer agent), together with written notice that such
holder elects to convert all or any number of the
shares of the Series A Preferred Stock represented by
such certificate or certificates without any payment to
the Corporation by the holder for such conversion.
Such notice shall state such holder's name or the names
of the nominees in which such holder wishes the
certificate or certificates for shares of Common Stock
to be issued. If required by the Corporation,
certificates surrendered for conversion shall be
endorsed or accompanied by a written instrument or
instruments of transfer, in form satisfactory to the
Corporation, duly executed by the registered holder or
his, her or its attorney duly authorized in writing.
The date of receipt of such certificates and notice by
the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be
the conversion date ("Conversion Date"). The
Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to
such holder of Series A Preferred Stock, or to his, her
or its nominees, a certificate or certificates for the
number of shares of Common Stock to which such holder
shall be entitled, together with cash in lieu of any
fraction of a share.

          (ii)     Reservation of Common Stock. The
Corporation shall at all times when the Series A
Preferred Stock shall be outstanding, reserve and keep
available out of its authorized but unissued stock, for
the purpose of effecting the conversion of the Series A
Preferred Stock, such number of its duly authorized
shares of Common Stock or other securities into which
the Series A Preferred Stock may then be convertible,
as shall from time to time be sufficient to effect the
conversion of all outstanding Series A Preferred Stock.

          (iii) Unpaid Dividends. Upon any conversion,
no adjustment to the Conversion Shares shall be made
for any accrued and unpaid dividends on the Series A
Preferred Stock surrendered for conversion or on the
Common Stock delivered upon conversion.

          (iv) No Rights. All shares of Series A
Preferred Stock that have been surrendered for
conversion as herein provided or are subject to
automatic conversion under subsection 4(b), whether or
not surrendered, shall no longer be deemed to be
outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to
vote, shall immediately cease and terminate on the
Conversion Date, except only the right of the holders
thereof to receive shares of Common Stock in exchange
therefor and payment of any accrued and unpaid
dividends thereon.

                   (e)   Adjustments of Conversion
Shares. In case the Corporation shall hereafter (i)
declare a dividend or a distribution on its Common
Stock payable in shares of its Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii)
combine its outstanding Common Stock into a smaller
number of shares, or (iv) issue other securities of the
Corporation by reclassification of its Common Stock
(including any such reclassification in connection with
a consolidation or merger in which the Corporation is
the continuing corporation), the number and kind of
Conversion Shares at the time of the record date for
such dividend or distribution or the effective date of
such subdivision, combination or reclassification shall
be proportionately adjusted so that the owner of any
Series A Preferred Stock converted after such date
shall be entitled to receive the number and kind of
Conversion Shares which, if such Series A Preferred
Stock had been converted immediately prior to such
time, he would have owned upon such conversion and been
entitled to receive upon such dividend, distribution,
subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any
event listed above shall occur; appropriate adjustment
(as determined in good faith by the Board of Directors
of the Corporation) shall be made to apply the
provisions in this Section 4 to any Conversion Shares
which are not Common Stock in a manner as similar as
possible to that for the Common Stock.
                   (f)   Adjustment for Merger or
Reorganization, Etc. In case of any consolidation or
merger of the Corporation with or into another
corporation or the sale of all or substantially all of
the assets of the Corporation to another corporation,
each share of Series A Preferred Stock shall
automatically convert into the kind and amount of
shares of stock or other securities or property to
which a holder of the number of shares of Common Stock
of the Corporation deliverable upon conversion of such
Series A Preferred Stock would have been entitled upon
such consolidation, merger or sale; appropriate
adjustment (as determined in good faith by the Board of
Directors of the Corporation) shall be made to apply
the provisions in this Section 4 to any Conversion
Shares which are not Common Stock in a manner as
similar as possible to that for the Common Stock.
                   (g)   No Impairment. The Corporation
will not, by amendment of its Articles of Incorporation
or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist
in the carrying out of all the provisions of this
Section 4 and in the taking of all such action as may
be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A
Preferred Stock against impairment.

                   (h) Notice of Record Date. In the
event:

          (i) that the Corporation declares a dividend
(or any other distribution) on its Common Stock payable
in Common Stock or other securities of the Corporation;

          (ii)     that the Corporation subdivides or
combines its outstanding shares of Common Stock;

          (iii) of any reclassification of the Common
Stock of the Corporation (other than a subdivision or
combination of its outstanding shares of Common Stock
or a stock dividend or stock distribution thereon), or
of any consolidation or merger of the Corporation into
or with another corporation, or of the sale of all or
substantially all of the assets of the Corporation; or

          (iv) of the involuntary or voluntary
dissolution, liquidation or winding up of the
Corporation, then the Corporation shall cause to be
filed at its principal office or at the office of the
transfer agent of the Series A Preferred Stock, and
shall cause to be mailed to the holders of the Series A
Preferred Stock at their last addresses as shown on the
records of the Corporation or such transfer agent, at
least 20 days prior to the record date specified below
in subparagraph (A) or 20 days before the date
specified below in subparagraph (B), a notice stating:

          (A) the record date of such dividend,
distribution, subdivision or combination, or, if a
record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to
such dividend, distribution, subdivision or combination
are to be determined; or

          (B) the date on which such reclassification,
consolidation, merger, sale, dissolution, liquidation
or winding up is expected to become effective, and the
date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property
deliverable upon such reclassification, consolidation,
merger, sale, dissolution or winding up.
                   (i)   Special Anti-Dilution. In the
event that the number of shares of Common Stock
issuable upon exercise of the warrant issued by Digital
Teleport, Inc. ("DTI") to Banque IndoSuez would cause a
dilution of the ownership of outstanding Series A
Preferred Stock to less than 49.74874% of the total
outstanding stock of the Corporation, assuming such
warrant had been exercised on the First Issue Date and
all shares of DTI Series A Preferred Stock had been
issued at the First Issue Date, the Conversion Shares
shall be increased to a number which would equal the
number of shares of capital stock of the Corporation
that would have constituted 49.74874% of the total
outstanding stock of DTI at the First Issue Date
assuming such warrant had been exercised at such time.

                     ARTICLE FOUR

              The extent, if any, of the preemptive
right of a shareholder to acquire additional shares is
hereby denied.

                     ARTICLE FIVE

              The name and place of residence of the
incorporator is as follows:
              Richard D. Weinstein
              14222 Kinderhook Drive
              Chesterfield, MO 63017

                     ARTICLE SIX

              The number of directors to constitute the
Board of Directors is six. Thereafter, the number of
directors shall be fixed by, or in the manner provided
in, the Bylaws of the Corporation. Any changes in the
number will be reported to the Secretary of State
within thirty calendar days of such change.




                    ARTICLE SEVEN

              The duration of the corporation is
Perpetual.

                    ARTICLE EIGHT

         The corporation is formed for the following
purposes:

                   1.    To operate a communications
business, providing all other related communications
services as well as a general business.

                   2.    To buy, sell, and deal
generally at retail and wholesale of merchandise and
services.

                   3.    To borrow money, lend money,
invest money, and for such purpose to execute notes,
bonds, debentures, or any other form of evidence of
indebtedness, and to secure the payment of same by
mortgage, deed of trust, or other form of encumbrance,
pledge, or other form of hypothecation.

                   4.    To take, purchase, or
otherwise acquire, and to own and hold such personal
property, chattels real, rights, easements, privileges,
chose in action, notes, bonds, mortgages, and
securities as may be lawfully be acquired, held, or
disposed of by the Corporation under the laws of the
State of Missouri.

                   5.    To sell, assign, convey,
exchange, release, and otherwise deal in, and dispose
of such real and personal property, lands, buildings,
chattels, chattels real, rights, easements, privileges,
chose in action, notes, bonds, mortgages, and
securities as may lawfully be acquired, held, or
disposed of by the Corporation under the laws of the
State of Missouri.

                   6.    To enter into and perform all
manner and kinds of contracts, agreements, and
obligations of any lawful purposes, by or with any
person, firm, association, corporation, or governmental
division or subdivision.

                   7.    To lend and advance money or
to give credit to such persons and on such terms as may
seem expedient, and, in particular, to customers and
others dealing with it;

                   8.    To guarantee or give security
for the loans of its customers and other dealing with
it;

                   9.    In general, to have and
exercise any and all powers that corporations have and
may exercise under the laws of the State of Missouri
and as the same may be amended, except such powers as
are inconsistent with the express provisions of these
articles;

                   10.   To do all and everything
necessary, suitable, or proper for the accomplishment
of any of the purposes, the attainment of any of the
objects, or the exercise of any of the powers herein
set forth, either alone, or in conjunction with other
corporations, firms, individuals, and either as
principals or agents, and to do every other act or
acts, thing or things, incidental or appurtenant to, or
growing out of, or connected with the above mentioned
objects, purposes or powers;

                   11.   To have and to exercise all of
the powers now or hereafter conferred by the laws of
the State of Missouri upon corporations organized
pursuant the laws under which the Corporation is
organized, and any and all acts amendatory thereof and
supplemental thereto;

                   12.   The above enumerated powers
shall not be construed as limiting or restricting in
any manner the powers of this Corporation which shall
always have such incidental powers as may be connected
with or related to any specific power herein
enumerated.

                     ARTICLE NINE



              The Corporation shall not be subject to
the provisions of Section 351.459 of The General and
Business Corporation Law of Missouri.

              IN WITNESS WHEREOF, the undersigned,
Richard D. Weinstein, President, has executed this
instrument and Richard D. Weinstein, its Secretary has
attested thereto on the 14th day of April, 1998.

          DTI HOLDINGS, INC.

          By:/s/Richard D. Weinstein
          Richard D. Weinstein, President


          Attested:

          /s/Richard D. Weinstein
          Richard D. Weinstein, Secretary

         STATE OF MISSOURI              )
                                        ) SS
         CITY OF ST. LOUIS              )

                   I,Connie B. Walsh, a Notary Public,
do hereby certify that on the 14th day of April, 1998,
personally appeared before me Richard D. Weinstein,
and, being first duly sworn by me, acknowledged that he
signed as his free act and deed the foregoing document
in the capacity(ies) therein set forth and declared
that the statements therein contained are true, to his
knowledge and belief.

          /s/Connie B. Walsh
          Notary Public

CONNIE B. WALSH
NOTARY PUBLIC - NOTARY SEAL
STATE OF MISSOURI
ST. LOUIS COUNTY
MY COMMISSION EXPIRES:  JAN. 9, 2000

Exhibit B-124

		BY-LAWS
		  OF
	   DTI HOLDINGS, INC.
	(adopted December 18, 1997)
(restated, with all amendments, through April 19,
  2001)

		ARTICLE I

		SHAREHOLDERS

Section 1.1. ANNUAL MEETINGS. An annual meeting
of shareholders shall be held for the election of
directors at such date, time and place either within
or without the State of Missouri as may be designated
by the Board of Directors from time to time. Any other
proper business may be transacted at the annual
meeting.

Section 1.2. SPECIAL MEETINGS. Special meetings
of shareholders may be called at any time by the
Chairman of the Board, if any, the Vice Chairman of
the Board, if any, the President or the Board of
Directors, to be held at such date, time and place
either within or without the State of Missouri as may
be stated in the notice of the meeting.

Section 1.3. NOTICE OF MEETINGS. Whenever
shareholders are required or
permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state
the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided
by law, the written notice of any meeting shall be
given not less than ten nor more than sixty days
before the date of the meeting to each shareholder
entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to
the shareholder at his address as it appears on the
records of the Corporation.

Section 1.4. ADJOURNMENTS. Any meeting of
shareholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any
business which might have been transacted at the
original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

Section 1.5. QUORUM. At each meeting of
shareholders, except where otherwise provided by law
or the articles of incorporation or these by-laws, the
holders of a majority of the outstanding shares of
each class of stock entitled to vote at the meeting,
present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing,
two or more classes or series of stock shall be
considered a single class if the holders thereof are
entitled to vote together as a single class at the
meeting. In the absence of a quorum, the shareholders
so present may, by majority vote, adjourn the meeting
from time to time in the manner provided by Section
1.4 of these by-laws until a quorum shall attend.
Shares of its own capital stock belonging on the
record date for the meeting to the Corporation or to
another corporation, if a majority of the shares
entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by
the Corporation, shall neither be entitled to vote nor
be counted for quorum purposes; provided, however,
that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.

Section 1.6. ORGANIZATION. Meetings of
shareholders shall be presided over by the Chairman of
the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by
the President, or in his absence by a Vice President,
or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen
at the meeting. The Secretary shall act as secretary
of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of
the meeting.

Section 1.7. VOTING; PROXIES. Except as otherwise
provided by the General and
Business Corporation Law of Missouri or by the
articles of incorporation of the corporation or any
amendments thereto, every shareholder shall at every
meeting of the shareholders be entitled to one vote in
person or by proxy for each share of the capital stock
of the corporation held by such shareholder entitled
to vote thereon, except that no proxy shall be voted
after eleven months from its date unless otherwise
provided in the proxy. All cumulative voting rights of
shareholders are hereby denied so that each holder of
the capital stock shall only be entitled to one vote
per share of capital stock in all elections of
directors. Voting securities in any other corporation
held by the corporation shall be voted by the
president, unless the Board of directors specifically
confers authority to vote with respect thereto, which
may be general or confined to specific instances, upon
some other person or officer. Any person authorized to
vote securities shall have the power to appoint
proxies, with general power of substitution.

Section 1.8. FIXING DATE FOR DETERMINATION OF
SHAREHOLDERS OF RECORD. In order that the Corporation
may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to
corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed: (1) the
record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next
preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;
(2) the record date for determining shareholders
entitled to express consent to corporate action in
writing without a meeting, when no prior action by the
Board is necessary, shall be the day on which the
first written consent is expressed; and (3) the record
date for determining shareholders for any other
purpose shall be at the close of business on the day
on which the Board adopts the resolution relating
thereto. A determination of shareholders of record
entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a
new record date for
the adjourned meeting.

Section 1.9. LIST OF SHAREHOLDERS ENTITLED TO
VOTE. The Secretary shall prepare
and make, at least ten days before every meeting of
shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each
shareholder and the number of shares registered in the
name of each shareholder.  Such list shall be open to
the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the
meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place
of the meeting during the whole time thereof and may
be inspected by any shareholder who is present.

Section 1.10. CONSENT OF SHAREHOLDERS IN LIEU OF
MEETING. Unless otherwise
provided in the articles of incorporation, any action
required by law to be taken at any annual or special
meeting of shareholders of the Corporation, or any
action which may be taken at any annual or special
meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken,
shall be signed by the holders of all outstanding
stock.

		ARTICLE II

		BOARD OF DIRECTORS

Section 2.1. POWERS; NUMBER; QUALIFICATIONS. The
business and affairs of the
Corporation shall be managed by the Board of
Directors, except as may be otherwise provided by law
or in the articles of incorporation. The number of
directors which shall constitute the Board of
directors shall not be less than three and shall be
established from time to time by resolution of the
directors, provided, however, that any change in the
number of directors shall be reported to the Secretary
of State of Missouri within thirty calendar days of
such change. A director shall not be required to be a
resident of the State of Missouri nor a shareholder of
the corporation.

Section 2.2. ELECTION; TERM OF OFFICE;
RESIGNATION; REMOVAL; VACANCIES. Each
director shall hold office until the annual meeting of
shareholders next succeeding his election and until
his successor is elected and qualified or until his
earlier resignation or removal. Any director may
resign at any time upon written notice to the Board of
Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the
time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be
necessary to make it effective.

Section 2.3. REGULAR MEETINGS. Regular meetings
of the Board of Directors will be held quarterly on
such dates and at such places within or without the
State of Missouri as determined by the Board of
Directors, and if so determined, notice thereof need
not be given.

Section 2.4. SPECIAL MEETINGS. Special meetings
of the Board of Directors may
be held at any time or place within or without the
State of Missouri whenever called by the Chairman of
the Board, if any, by the Vice Chairman of the Board,
if any, by the President or by any two directors.
Reasonable notice thereof shall be given by the person
or persons calling the meeting.

Section 2.5. TELEPHONIC MEETINGS PERMITTED.
Unless otherwise restricted by the articles of
incorporation or these by-laws, members of the Board
of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or of
such committee, as the case may be, by means of
conference telephone or similar communications
equipment by means of which all persons participating
in the meeting can hear each other, and participation
in a meeting pursuant to this by-law shall constitute
presence in person at such meeting.

Section 2.6. QUORUM; VOTE REQUIRED FOR ACTION. At
all meetings of the Board of Directors a majority of
the members of the entire Board present in person
shall constitute a quorum for the transaction of
business. The vote of a majority of the directors
present at a meeting in person at which a quorum is
present shall be the act of the Board unless the
articles of incorporation or these by-laws shall
require a vote of a greater number. In case at any
meeting of the Board a quorum shall not be present,
the members of the Board present may adjourn the
meeting from time to time until a quorum shall attend.

Section 2.7. ORGANIZATION. Meetings of the Board
of Directors shall be presided over by the Chairman of
the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by
the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act
as secretary of the meeting.

Section 2.8. INFORMAL ACTION BY DIRECTORS. Any
action required or permitted to be taken at any
meeting of the Board of directors, or of any committee
thereof, may be taken without a meeting if all members
of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are
filed by the secretary with the minutes or proceedings
of the board of committee.


		ARTICLE III

		COMMITTEES

Section 3.1. COMMITTEES. The Board of Directors
may, by resolution passed by a majority of the whole
Board, designate one or more committees, each
committee to consist of one or more of the Directors
of the Corporation. The Board may designate one or
more Directors as alternate members of any committee,
who may replace any absent or disqualified member at
any meeting of the committee. In the absence or
disqualification of a member of a committee, the
member or members thereof present at any meeting and
not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in
place of any such absent or disqualified member. Any
such committee, to the extent provided in the
resolution of the Board, shall have and may exercise
all the powers and authority of the Board in the
management of the business and affairs of the
Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may
require it; but no such committee shall have power or
authority in reference to amending the articles of
incorporation, adopting an agreement of merger or
consolidation, recommending to the shareholders the
sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to
the shareholders a dissolution of the Corporation or a
revocation of dissolution, removing or indemnifying
Directors or amending these by-laws; and, unless the
resolution
expressly so provided, no such committee shall have
the power or authority to declare a dividend or to
authorize the issuance of stock.

Section 3.2. [Reserved]

Section 3.3. COMMITTEE RULES. Unless the Board of
Directors otherwise provides, each committee
designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence
of a provision by the Board or a provision in the
rules of such committee to the contrary, a majority of
the entire authorized number of members of such
committee shall constitute a quorum for the
transaction of business, the vote of a majority of the
members present at a meeting at the time of such vote
if a quorum is then present shall be the act of such
committee, and in other respects each committee shall
conduct its business in the same manner as the Board
conducts its business pursuant to Article II of these
by-laws.

		ARTICLE IV

		OFFICERS

Section 4.1. OFFICERS; ELECTION; QUALIFICATION;
TERM OF OFFICE; RESIGNATION;
REMOVAL; VACANCIES. As soon as practicable after the
annual meeting of shareholders in each year, the Board
of Directors shall elect a President and a Secretary,
and it may, if it so determines, elect from among its
members a Chairman of the Board and a Vice Chairman of
the Board. The Board may also elect one or more Vice
Presidents, one or more Assistant Vice Presidents, one
or more Assistant Secretaries, a Treasurer and one or
more Assistant Treasurers and may give any of them
such further designations or alternate titles as it
considers desirable. Each such officer shall hold
office until the first meeting of the Board after the
annual meeting of shareholders next succeeding his
election, and until his successor is elected and
qualified or until his earlier resignation or removal.
Any officer may resign at any time upon written notice
to the Board or to the President or the Secretary of
the Corporation. Such resignation shall take effect at
the time specified therein, and unless otherwise
specified therein no acceptance of such resignation
shall be necessary to make it effective. The Board may
remove any officer with or without cause at any time.
Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the
Corporation, but the election or appointment of an
officer shall not of itself create contractual rights.
Any number of offices may be held by the same person.
Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the
Board at any regular or special meeting.

Section 4.2. POWERS AND DUTIES OF EXECUTIVE
OFFICERS. The officers of the Corporation shall have
such powers and duties in the management of the
Corporation as may be prescribed by the Board of
Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject
to the control of the Board. The Board may require any
officer, agent or employee to give security for the
faithful performance of his duties.

		ARTICLE V

		STOCK

Section 5.1. CERTIFICATES. Every holder of stock
in the Corporation shall be
entitled to have a certificate signed by or in the
name of the Corporation by the Chairman or Vice
Chairman of the Board of Directors, if any or the
President or a Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an
Assistant Secretary, of the Corporation, certifying
the number of shares owned by him in the Corporation.
If such certificate is manually signed by one officer
or manually countersigned by a transfer agent or by a
registrar, any other signature on the certificate may
be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature
has been placed upon a certificate shall
have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if
he were such officer, transfer agent or registrar at
the date of issue.

Section 5.2. LOST, STOLEN OR DESTROYED STOCK
CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES. The Corporation may issue a new
certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of
the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

		ARTICLE VI

		MISCELLANEOUS

Section 6.1. BY-LAWS SUBJECT TO SHAREHOLDERS'
AGREEMENT. At any time that the Corporation is bound
by the Shareholders' Agreement, dated as of  February
6, 2001, by and among the Corporation (as successor-
in-interest to Digital Teleport, Inc.) and certain
shareholders named therein, as the same may be
modified or amended from time to time (the
"Shareholders' Agreement"), then, whether or not
expressly so stated in these by-laws or such
Shareholders' Agreement, any term or provision of
these by-laws that is modified or superseded by any
term or provision of such Shareholders' Agreement
shall not be deemed contained in these by-laws except
as so modified or superseded, and any term or
provision of such Shareholders' Agreement that is
contrary to or inconsistent with any term or provision
of these by-laws shall, notwithstanding these by-laws,
govern and control the matter subject thereto.

Section 6.2. FISCAL YEAR. The fiscal year of the
Corporation shall be determined by the Board of
Directors.

Section 6.3. SEAL. The Corporation may have a
corporate seal which shall have the name of the
Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board
of Directors. The corporate seal may be used by
causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.

Section 6.4. WAIVER OF NOTICE OF MEETINGS OF
SHAREHOLDERS, DIRECTORS AND
COMMITTEES. Whenever notice is required to be given by
law or under any provision of the certificate of
incorporation or these by-laws, a written waiver
thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall
be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business
because the meeting is not lawfully called or
convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of
the shareholders, directors, or members of a committee
of directors need be specified in any written waiver
of notice unless so required by the articles of
incorporation or these by-laws.

Section 6.5. INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES. The
Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be
made a party to any action, suit or proceeding,
whether criminal, civil, administrative or
investigative, by reason of the fact that he, his
testator or intestate is or was a director or officer
of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise
as a director, officer or employee at the request of
the Corporation or any predecessor of the Corporation.
The Corporation may, in the sole discretion of the
Board of Directors, indemnify to the full extent
authorized by law any person made or threatened to be
made a party to any action, suit or proceeding,
whether criminal, civil, administrative or
investigative, by reason of the fact that he, his
testator or intestate is or was an employee of the
Corporation or any predecessor of
the Corporation.

Section 6.6. INTERESTED DIRECTORS; QUORUM. No
contract or transaction between the Corporation and
one or more of its directors or officers, or between
the Corporation and any other corporation,
partnership, association or other organization in
which one or more of its directors or officers are
directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or
solely because the director or officer is present at
or participates in the meeting of the Board of
Directors or committee thereof which authorizes the
contract or transaction, or solely because his or
their votes are counted for such purpose, if: (1) the
material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are
known to the Board or the committee, and the Board or
committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of
the disinterested directors, even though the
disinterested directors be less than a quorum; or (2)
the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote
thereon, and the contract or transaction is
specifically approved in good faith by majority vote
of the shareholders; or (3) the contract or
transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the
Board, a committee thereof or the shareholders. Common
or interested directors may be counted in determining
the
presence of a quorum at a meeting of the Board or of a
committee which authorizes the contract or
transaction.

Section 6.7. FORM OF RECORDS. Any records
maintained by the Corporation in the regular course of
its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the
form of, punch cards, magnetic tape, photographs,
microphotographs or any other information storage
device, provided that the records so kept can be
converted into clearly legible form within a
reasonable time. The Corporation shall so convert any
records so kept upon the request of any person
entitled to inspect the same.

Section 6.8. [Reserved]

Exhibit b-125 SECOND RESTATED ARTICLES OF INCORPORATION OF DIGITAL TELEPORT, INC. DIGITAL TELEPORT, INC., a Missouri corporation (the "Corporation"), hereby certifies to the Secretary of State of Missouri that the Corporation desires to restate its Articles of Incorporation as currently in effect and the following Restated Articles of Incorporation are all of the provisions of the Articles of Incorporation of the Corporation as theretofore amended and that these Restated Articles of Incorporation correctly set forth without change the corresponding provisions of such Articles of Incorporation as theretofore amended. These Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. These Restated Articles of Incorporation were duly approved by the directors of the Corporation and adopted on behalf of the Corporation by written consent in lieu of a meeting, dated April 8, 1998. ARTICLE ONE The name of the Corporation is: DIGITAL TELEPORT, INC. ARTICLE TWO The address of the corporation's initial registered office in this state is 11111 Dorsett Road, St. Louis, Missouri 63043 and the name of its initial agent at such address is Richard D. Weinstein. ARTICLE THREE A. Authorization of Shares The aggregate number of shares of capital stock which the Corporation has authority to issue is 100,500 shares, consisting of 1. 100,000 shares of common stock, par value $.01 per share (the "Class A Common Stock"); 2. 500 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). B. Preferred Stock The Board of Directors of the Corporation is hereby authorized to determine all rights, preferences and privileges and qualifications, limitations and restrictions of the Preferred Stock (including, without limitation, voting rights and the limitation and exclusion thereof) granted to or imposed upon any unissued series of Preferred Stock and the number of shares constituting any such series and the designation thereof, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series then outstanding. Unless otherwise provided in a particular certificate of designation relating to a series of Preferred Stock, in case the number of shares of any series is so decreased, the shares constituting such reduction shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series. C. Series A Preferred Stock The Corporation is hereby authorized to issue 300 shares of Series A preferred stock, $.01 par value per share ("Preferred Stock") having the preferences, qualifications, limitations, restrictions and special or relative rights set forth on Exhibit A hereto. ARTICLE FOUR The extent, if any, of the preemptive right of a shareholder to acquire additional shares is hereby denied. ARTICLE FIVE The name and place of residence of each incorporator is as follows: Richard D. Weinstein 14222 Kinderhook Drive Chesterfield, MO 63017 Bonnie S. Weinstein 14222 Kinderhook Drive Chesterfield, MO 63017 ARTICLE SIX The number of directors to constitute the Board of Directors is six. Thereafter, the number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. Any changes in the number will be reported to the Secretary of State within thirty calendar days of such change. ARTICLE SEVEN The duration of the corporation is perpetual. ARTICLE EIGHT The corporation is formed for the following purposes: 1. To operate a communications business, providing all other related communications services as well as a general business. 2. To buy, sell, and deal generally at retail and wholesale of merchandise and services. 3. To borrow money, lend money, invest money, and for such purpose to execute notes, bonds, debentures, or any other form of evidence of indebtedness, and to secure the payment of same by mortgage, deed of trust, or other form of encumbrance, pledge, or other form of hypothecation. 4. To take, purchase, or otherwise acquire, and to own and hold such personal property, chattels real, rights, easements, privileges, chose in action, notes, bonds, mortgages, and securities as may be lawfully be acquired, held, or disposed of by the Corporation under the laws of the State of Missouri. 5. To sell, assign, convey, exchange, release, and otherwise deal in, and dispose of such real and personal property, lands, buildings, chattels, chattels real, fights, easements, privileges, chose in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of by the Corporation under the laws of the State Missouri. 6. To enter into and perform all manner and kinds of contracts, agreements, and obligations of any lawful purposes, by or with any person, firm, association, corporation, or governmental division or subdivision. 7. To lend and advance money or to give credit to such persons and on such terms as may seem expedient, and, in particular, to customers and others dealing with it; 8. To guarantee or give security for the loans of its customers and other dealing with it; 9. In general, to have and exercise any and all powers that corporations have and may exercise under the laws of the State of Missouri and as the same may be amended, except such powers as are inconsistent with the express provisions of these articles; 10. To do all and everything necessary, suitable, or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the exercise of any of the powers herein set forth, either alone, or in conjunction with other corporations, firms, individuals, and either as principals or agents, and to do every other act or acts, thing or things, incidental or appurtenant to, or growing out of, or connected with the above mentioned objects, purposes or powers; 11. To have and to exercise all of the powers now or hereafter conferred by the laws of the State of Missouri upon corporations organized pursuant the laws under which the Corporation is organized, and any and all acts amendatory thereof and supplemental thereto; and 12. The above enumerated powers shall not be construed as limiting or restricting in any manner the powers of this Corporation which shall always have such incidental powers as may be connected with or related to any specific power herein enumerated. ARTICLE NINE The Company shall not take any of the following actions without the unanimous affirmative consent of the holder(s) of at least ninety percent (90%) of the outstanding shares of voting capital stock of the Company: (a) to dissolve the Company under applicable law; (b) to approve any acquisition or reorganization of any kind or other transaction involving the sale, exchange, lease, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company; (c) to cause the Company to merge with or into any other corporation or entity; (d) to amend or modify the Articles of Incorporation or By-Laws of the Company; (e) to change the nature of the business of the Company; or (f) issue any type of debt or any type of equity securities of the Company. IN WITNESS WHEREOF, the undersigned, Richard D. Weinstein, President, has executed this instrument and Richard D. Weinstein, its Secretary has attested thereto on the 14th day of April, 1998. DIGITAL TELEPORT, INC. By:/s/Richard D. Weinstein Richard D Weinstein, President Attested /s/Richard D. Weinstein Richard D. Weinstein, Secretary STATE OF MISSOURI ) ) SS CITY OF ST. LOUIS ) I, Connie B. Walsh, a Notary Public, do hereby certify that on the 14th day of April, 1998, personally appeared before me Richard D. Weinstein, and, being first duly sworn by me, acknowledged that he signed as his free act and deed the foregoing document in the capacity(ies) therein set forth and declared that the statements therein contained are true, to his knowledge and belief. /s/Connie B. Walsh Notary Public CONNIE B. WALSH NOTARY PUBLIC - NOTARY SEAL STATE OF MISSOURI ST. LOUIS COUNTY MY COMMISSION EXP. JAN. 9, 2000

EXHIBIT A SERIES A PREFERRED STOCK 1. Designation. Three hundred (300) shares of the authorized and unissued Preferred Stock of the Corporation shall have the following rights and limitations. 2. Dividends. Upon declaration of any dividend by the Board of Directors of the Corporation on the Corporation common stock ("Common Stock") the holder of each share of Preferred Stock shall be entitled to receive, out of any funds legally available therefor, as adjusted appropriately for stock splits, stock dividends, combinations or similar recapitalizations affecting the Preferred Stock, such dividends paid in cash or other assets as would be paid on each share of Common Stock, or any other equity security, into which each share of Preferred Stock could be converted on the applicable record date. The dividends shall be payable quarterly in arrears from the date on which a share of Preferred Stock is first issued by the Corporation (the "Original Issue Date"). 3. Liquidation, Dissolution or Winding Up and Voting. (a) Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a "Liquidating Event"), the holders of the then outstanding shares of Preferred Stock shall be entitled to be paid, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock of the Corporation by reason of their ownership thereof; out of the assets of the Corporation available for distribution to its shareholders, the amount paid per share of Preferred Stock to the Corporation by the purchaser thereof; subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares. If upon the occurrence of any Liquidating Event the remaining assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. (b) Common Stock. If, after the payment of all preferential amounts required by subsection 3(a) above to be paid to the holders of Preferred Stock upon the occurrence of any Liquidating Event, any assets and funds of the Corporation are legally available for distribution, a dividend shall be payable on each share of Common Stock then outstanding, prior and in preference to any further distribution of any of the assets or surplus funds of the Corporation to the holders of the Preferred Stock by reason of their ownership thereof in an amount equal to the per share cash consideration received by the Corporation upon its issuance of Common Stock to the initial holder of such share (as adjusted for any stock dividends, combinations or splits with respect to such shares). Subject to the payment in full of the liquidation preferences with respect to the Preferred Stock as provided in subsection 3(a) above, if upon the occurrence of such Liquidating Event, the assets and funds thus distributed among the holders of the Common Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire remaining assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Common Stock in proportion to the weighted value of shares of Common Stock (as determined by the per share cash consideration received by the Corporation upon issuance of the Common Stock to the original holder thereof) then held by them. (c) Participation. After payment to the holders of the Common Stock and the Preferred Stock of the amounts set forth in subsections 3(a) and (b) above, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Common Stock and the Preferred Stock in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they then have the right to acquire upon conversion of the shares of Preferred Stock then held by them. (d) Voting. Each holder of outstanding shares of Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible (as adjusted from time to time pursuant to Section 4 hereof), at each meeting of shareholders of the Corporation (and written actions of shareholders in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. Except as provided by law, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class. 4. Optional Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (a) Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereto at any time and from time to time, into one share of Common Stock (the number and type of shares into which the Preferred Stock shall be converted shall be adjusted as described below) ("Conversion Shares"), without any payment of monies by the holder of Preferred Stock for such conversion. In the event of a Shareholder Redemption Notice or Corporation Redemption Notice pursuant to Sections 5(a) or 6(a), respectively, the Conversion Rights of the shares designated for redemption shall terminate at the close of business on the thirtieth (30th) day after delivery of such notice. In the event of a liquidation of the Corporation, the Conversion Rights shall terminate at the close of business on the first (1st) full day preceding the date fixed for the payment of any amounts distributable on liquidation to the holders of Preferred Stock. (b) Automatic Conversion. Upon the sale of shares of Common Stock or debt securities of the Corporation in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, (i) resulting in at least $100,000,000 of net proceeds to the Corporation or (ii) resulting in more than $50,000,000 but less than $100,000,000 in net proceeds to the Corporation and the offering price for Common Stock in such offering multiplied by the number of shares of Common Stock represented by all the shares of the Preferred Stock issued on their Original Issue Dates, is greater than the amount that would provide an IRR of at least twenty- five percent (25%) per annum on a cumulative basis, pre- tax ("Benchmark Amount") from the date of the first Original Issue Date ("First Issue Date"), then all duly issued and outstanding shares of the Preferred Stock shall, as of the date of consummation of such Public Offering, be converted into the Conversion Shares (as in effect immediately prior to the date of consummation of such Public Offering). IRR means the discount rate that equates (i) the present value (to the First Issue Date) of the Benchmark Amount with (ii) the present value (to the First Issue Date) of the total investments made by KLT Telecom Inc. ("KLT") on the Original Issue Dates for the Preferred Stock. For purposes of calculating IRR, any antecedent debt and all property (including without limitation any antecedent debts or limited liability company interests) shall be deemed to be contributed on the First Issue Date in cash at its face value. The Corporation shall give the holders of the Preferred Stock notice of the filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of any registration statement relating to any proposed Public Offering not less than 30 days prior to such filing. The holders of shares of Preferred Stock shall present such shares for surrender to the Corporation in accordance with the provisions of subsection 4(d)(i) below on or before the closing date of such Public Offering and the Corporation shall issue to such holders a certificate or certificates for shares of Common Stock in accordance with the provisions of subsection 4(d)(i) below on such closing date. (c) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of such fractional shares of Common Stock as determined in good faith by the Corporation's Board of Directors, whose determination shall be conclusive. (d) Mechanics of Conversion. (i) Surrender of Certificates. In order for a holder of Preferred Stock to convert shares of Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Preferred Stock, at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Preferred Stock represented by such certificate or certificates without any payment to the Company by the holder for such conversion. Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date ("Conversion Date"). The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver at such office to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share. (ii) Reservation of Common Stock. The Corporation shall at all times when the Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock or other securities into which the Preferred Stock may then be convertible, as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock. (iii) Unpaid Dividends. Upon any conversion, no adjustment to the Conversion Shares shall be made for any accrued and unpaid dividends on the Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. (iv) No Rights. All shares of Preferred Stock that have been surrendered for conversion as herein provided or are subject to automatic conversion under subsection 4(b), whether or not surrendered, shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and payment of any accrued and unpaid dividends thereon. (e) Adjustments of Conversion Shares. In case the Company shall hereafter (i) declare a dividend or a distribution on its Common Stock payable in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue other securities of the Company by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number and kind of Conversion Shares at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the owner of any Preferred Stock converted after such date shall be entitled to receive the number and kind of Conversion Shares which, if such Preferred Stock had been converted immediately prior to such time, he would have owned upon such conversion and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur; appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made to apply the provisions in this Section 4 to any Conversion Shares which are not Common Stock in a manner as similar as possible to that for the Common Stock. (f) Adjustment for Merger or Reorganization. Etc. In case of any consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation, each share of Preferred Stock shall automatically convert into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Preferred Stock would have been entitled upon such consolidation, merger or sale;, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made to apply the provisions in this Section 4 to any Conversion Shares which are not Common Stock in a manner as similar as possible to that for the Common Stock. (g) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Stock against impairment. (h) Notice of Record Date. In the event: (i) That the Corporation declares a dividend (or any other distribution) on its Common Stock payable in Common Stock or other securities of the Corporation; (ii) That the Corporation subdivides or combines its outstanding shares of Common Stock; (iii) Of any reclassification of the Common Stock of the Corporation (other than a subdivision or combination of its outstanding shares of Common Stock or a stock dividend or stock distribution thereon), or of any consolidation or merger of the Corporation into or with another corporation, or of the sale of all or substantially all of the assets of the Corporation; or (iv) Of the involuntary or voluntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be filed at its principal office or at the office of the transfer agent of the Preferred Stock, and shall cause to be mailed to the holders of the Preferred Stock at their last addresses as shown on the records of the Corporation or such transfer agent, at least 20 days prior to the record date specified below in subparagraph (A) or 20 days before the date specified below in subparagraph (B), a notice stating: (A) The record date of such dividend, distribution, subdivision or combination, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, subdivision or combination are to be determined; or (B) The date on which such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolution or winding up. (i) Special Anti-Dilution. In the event that the number of shares issuable upon exercise of the warrant issued to Banque IndoSuez would cause a dilution of the ownership of outstanding Preferred Stock to less than 49.74874% of the total outstanding stock of the Corporation had such warrant been exercised at the date of original issuance of the Preferred Stock, the Conversion Shares shall be increased such that the ownership of the Preferred Stock would have constituted 49.74874% of the total outstanding stock of the Corporation at the date of original issuance assuming such warrant had been exercised at such time. 5. Optional Redemption at the Shareholder's Election. (a) Election and Valuation. Commencing January 1, 1999, within 30 days after the end of each fiscal quarter, the Corporation shall provide to each record holder of shares of Preferred Stock a written statement setting forth the actual earnings before interest, taxes, depreciation and amortization of the Corporation ("EBITDA") for such fiscal quarter, the net value of plant, property and equipment of the Corporation ("PP&E") for such fiscal quarter, and the ratio between such EBITDA and PP&E ("EBITDA/PP&E Statement"). Such ratio shall be based on cumulative average results beginning with the calendar quarter beginning July 1, 1999 and rolling forward with each calendar quarter to become a trailing twelve (12) month calculation. EBITDA shall be determined in accordance with Generally Accepted Accounting Principles ("GAAP"). Commencing with the quarter starting July 1, 1999, if the ratio between EBITDA and PP&E as set forth on an EBITDA/PP&E Statement is less than fifty percent (50%) of the projected EBITDA/PP&E ratio calculated by using the projections of the Corporation delivered to the holders of Preferred Stock on December 18, 1996 by the Corporation (as modified in the Stock Purchase Agreement between the Corporation and KLT dated December 31, 1996, to a quarterly basis), then for a period of thirty (30) days following delivery of such EBITDA/PP&E Statement the holders of at least seventy-five percent (75%) of the then outstanding shares of Preferred Stock shall have the option, exercisable by giving a written notice (revocable for a period of thirty (30) days) to the Corporation (a "Shareholder Redemption Notice"), to require the Corporation to redeem all of the shares of Preferred Stock outstanding on the one hundred eightieth (180th) day after delivery of such notice (a "Shareholder Redemption Date") and the holders of Preferred Stock shall be obligated to tender such shares for redemption (other than such shares of Preferred Stock as have been tendered by such shareholders for conversion pursuant to Section 4(a) prior to the close of business on the thirtieth (30th) day after delivery of the Shareholder Redemption Notice). Commencing with the quarter starting July 1, 1999, if the EBITDA and PP&E set forth on any EBITDA/PP&E Statement for a fiscal quarter shall not be materially the same as the EBITDA and PP&E reflected on the annual audited financial statements of the Corporation covering such quarter, then for a period of thirty (30) days following the date such annual audited financial statements are delivered to the holders of Preferred Stock pursuant to Section 6.1 of the Stock Purchase Agreement the holders of at least seventy-five percent (75%) of the then outstanding shares of Preferred Stock shall have the option, exercisable by giving a written notice (revocable for a period of thirty (30) days) to the Corporation (a "Shareholder Redemption Notice"), to require the Corporation to redeem all of the shares of Preferred Stock outstanding on the one hundred eightieth (180th) day after delivery of such notice (a "Shareholder Redemption Date") and the holders of Preferred Stock shall be obligated to tender such shares for redemption (other than such shares of Preferred Stock as have been tendered by such shareholders for conversion pursuant to Section 4(a) prior to the close of business on the thirtieth (30th) day after delivery of the Shareholder Redemption Notice). The Preferred Stock shall be redeemed on a Shareholder Redemption Date for a price per share equal to the Redemption Price (defined in section 5(b)). (b) Redemption Price. The "Redemption Price" for all purposes in this Certificate of Designation shall be equal to the amount that would provide an IRR of at least twenty-five percent (25%) per annum on a cumulative basis, pre-tax from the First Issue Date. IRR means the discount rate that equates (i) the present value (to the First Issue Date) of the aggregate Redemption Price with (ii) the present value (to the First Issue Date) of the total investments made by KLT on the Original Issue Dates for the Preferred Stock. For purposes of calculating IRR, any antecedent debt and all property (including without limitation any antecedent debts or limited liability company interests) shall be deemed to be contributed on the First Issue Date in cash at its face value. (c) Participation by Board. The members of the Corporation's Board of Directors designated or nominated by the holders of shares of Preferred Stock pursuant to the terms of the Shareholder's Agreement between the Corporation and KLT dated December 31, 1996 ("Shareholder's Agreement'), shall recuse themselves from consideration of, and voting upon the subject of the Corporation's financing of any redemption of the shares of Preferred Stock pursuant to this Section 5. (d) Payment and Surrender. At least fifteen (15) days prior to a Shareholder Redemption Date, which shall be no later than one hundred eighty (180) days from the date of a Shareholder Redemption Notice, the Corporation shall mail written notice, by first class or registered mail, postage prepaid, to each holder of record of Preferred Stock, at his, her or its address last shown on the records of the transfer agent of the Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent), notifying such holder of such redemption and specifying the Shareholder Redemption Date, the Redemption Price, and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his or its certificate or certificates representing the shares to be redeemed (such notice, the "Closing Notice"). On or prior to a Shareholder Redemption Date, each holder of shares of Preferred Stock to be redeemed shall surrender his or its certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Closing Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. The Redemption Price due to each holder shall be payable by delivery on the Shareholder Redemption Date of a certified or bank cashier's check in an amount equal to one hundred percent (100%) of the aggregate Redemption Price due to such holder. (e) Termination. Notwithstanding anything contained herein, the provisions contained in this Section 5 shall terminate and be of no further force and effect upon the closing of the sale of shares of Common Stock or debt securities in a Public Offering. 6. Optional Redemption at the Corporation's Election. (a) Election and Valuation. From and after April 1, 1999, the Corporation shall have the option, exercisable by giving a revocable written notice to the holders of shares of Preferred Stock (a "Corporation Redemption Notice"), to require such holders to sell to the Corporation all of the shares of Preferred Stock outstanding on the one hundred fiftieth (150th) day after delivery of such notice (a "Corporation Redemption Date"). On such Corporation Redemption Date all holders of shares of Preferred Stock (other than such shares of Preferred Stock as have been tendered by such shareholders for conversion pursuant to Section 4(a) prior to the close of business on the thirtieth (30th) day after delivery of the such Corporation Redemption Notice) shall be required to sell such shares to the Corporation at the Redemption Price calculated pursuant to Section 5(b). Within forty- five days of delivery of the such Corporation Redemption Notice the Corporation shall give notice of the Corporation's computations of the Redemption Price (the "Valuation Notice") to the holders of the shares of Preferred Stock then outstanding. Such Valuation Notice shall set forth such detail as is reasonably requested. (b) Participation by Board. The members of the Corporation's Board of Directors designated or nominated by the holders of shares of Preferred Stock pursuant to the terms of the Shareholder's Agreement, shall recuse themselves from consideration of, and voting upon the subject of the Corporation's financing of any redemption of the shares of Preferred Stock pursuant to this Section 6. (c) Payment and Surrender. The Corporation Redemption Notice shall be a written notice, mailed by first class or registered mail, postage prepaid, to each holder of record of Preferred Stock, at his, her or its address last shown on the records of the transfer agent of the Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent), notifying such holder of such redemption, specifying the Corporation Redemption Date, the Redemption Price (subject to adjustment for any shares of Preferred Stock converted pursuant to Section 4(a)) and the date on which such holder's Conversion Rights (pursuant to Section 4 hereof) as to such shares terminate and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his or its certificate or certificates representing the shares to be redeemed. On or prior to the Corporation Redemption Date, each holder of shares of Preferred Stock to be redeemed shall surrender his or its certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Corporation Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. The Redemption Price due to each holder shall be payable by delivery on the Corporation Redemption Date of a certified or bank cashier's check in an amount equal to one hundred percent (100%) of the aggregate Redemption Price due to such holder. (d) Termination. Notwithstanding anything contained herein, the provisions contained in this Section 6 shall terminate and be of no further force and effect upon the closing of the sale of shares of Common Stock or debt securities in a Public Offering.

Exhibit B-126

		BY-LAWS
		  OF
	DIGITAL TELEPORT, INC.
	(adopted April 26, 1996)
(restated, with all amendments, through April 19,
  2001)

		ARTICLE I

		SHAREHOLDERS

Section 1.1. ANNUAL MEETINGS. An annual meeting
of shareholders shall be held for the election of
directors at such date, time and place either within
or without the State of Missouri as may be designated
by the Board of Directors from time to time. Any other
proper business may be transacted at the annual
meeting.

Section 1.2. SPECIAL MEETINGS. Special meetings
of shareholders may be called at any time by the
Chairman of the Board, if any, the Vice Chairman of
the Board, if any, the President or the Board of
Directors, to be held at such date, time and place
either within or without the State of Missouri as may
be stated in the notice of the meeting.

Section 1.3. NOTICE OF MEETINGS. Whenever
shareholders are required or
permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state
the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided
by law, the written notice of any meeting shall be
given not less than ten nor more than sixty days
before the date of the meeting to each shareholder
entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to
the shareholder at his address as it appears on the
records of the Corporation.

Section 1.4. ADJOURNMENTS. Any meeting of
shareholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any
business which might have been transacted at the
original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

Section 1.5. QUORUM. At each meeting of
shareholders, except where otherwise provided by law
or the articles of incorporation or these by-laws, the
holders of a majority of the outstanding shares of
each class of stock entitled to vote at the meeting,
present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing,
two or more classes or series of stock shall be
considered a single class if the holders thereof are
entitled to vote together as a single class at the
meeting. In the absence of a quorum, the shareholders
so present may, by majority vote, adjourn the meeting
from time to time in the manner provided by Section
1.4 of these by-laws until a quorum shall attend.
Shares of its own capital stock belonging on the
record date for the meeting to the Corporation or to
another corporation, if a majority of the shares
entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by
the Corporation, shall neither be entitled to vote nor
be counted for quorum purposes; provided, however,
that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.

Section 1.6. ORGANIZATION. Meetings of
shareholders shall be presided over by the Chairman of
the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by
the President, or in his absence by a Vice President,
or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen
at the meeting. The Secretary shall act as secretary
of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of
the meeting.

Section 1.7. VOTING; PROXIES. Except as otherwise
provided by the General and
Business Corporation Law of Missouri or by the
articles of incorporation of the corporation or any
amendments thereto, every shareholder shall at every
meeting of the shareholders be entitled to one vote in
person or by proxy for each share of the capital stock
of the corporation held by such shareholder entitled
to vote thereon, except that no proxy shall be voted
after eleven months from its date unless otherwise
provided in the proxy. All cumulative voting rights of
shareholders are hereby denied so that each holder of
the capital stock shall only be entitled to one vote
per share of capital stock in all elections of
directors. Voting securities in any other corporation
held by the corporation shall be voted by the
president, unless the Board of directors specifically
confers authority to vote with respect thereto, which
may be general or confined to specific instances, upon
some other person or officer. Any person authorized to
vote securities shall have the power to appoint
proxies, with general power of substitution.

Section 1.8. FIXING DATE FOR DETERMINATION OF
SHAREHOLDERS OF RECORD. In order that the Corporation
may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to
corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed: (1) the
record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next
preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;
(2) the record date for determining shareholders
entitled to express consent to corporate action in
writing without a meeting, when no prior action by the
Board is necessary, shall be the day on which the
first written consent is expressed; and (3) the record
date for determining shareholders for any other
purpose shall be at the close of business on the day
on which the Board adopts the resolution relating
thereto. A determination of shareholders of record
entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a
new record date for
the adjourned meeting.

Section 1.9. LIST OF SHAREHOLDERS ENTITLED TO
VOTE. The Secretary shall prepare
and make, at least ten days before every meeting of
shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each
shareholder and the number of shares registered in the
name of each shareholder.  Such list shall be open to
the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the
meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place
of the meeting during the whole time thereof and may
be inspected by any shareholder who is present.

Section 1.10. CONSENT OF SHAREHOLDERS IN LIEU OF
MEETING. Unless otherwise
provided in the articles of incorporation, any action
required by law to be taken at any annual or special
meeting of shareholders of the Corporation, or any
action which may be taken at any annual or special
meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken,
shall be signed by the holders of all outstanding
stock.

		ARTICLE II

		BOARD OF DIRECTORS

Section 2.1. POWERS; NUMBER; QUALIFICATIONS. The
business and affairs of the
Corporation shall be managed by the Board of
Directors, except as may be otherwise provided by law
or in the articles of incorporation. The number of
directors which shall constitute the Board of
directors shall not be less than three and shall be
established from time to time by resolution of the
directors, provided, however, that any change in the
number of directors shall be reported to the Secretary
of State of Missouri within thirty calendar days of
such change. A director shall not be required to be a
resident of the State of Missouri nor a shareholder of
the corporation.

Section 2.2. ELECTION; TERM OF OFFICE;
RESIGNATION; REMOVAL; VACANCIES. Each
director shall hold office until the annual meeting of
shareholders next succeeding his election and until
his successor is elected and qualified or until his
earlier resignation or removal. Any director may
resign at any time upon written notice to the Board of
Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the
time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be
necessary to make it effective.

Section 2.3. REGULAR MEETINGS. Regular meetings
of the Board of Directors will be held quarterly on
such dates and at such places within or without the
State of Missouri as determined by the Board of
Directors, and if so determined, notice thereof need
not be given.

Section 2.4. SPECIAL MEETINGS. Special meetings
of the Board of Directors may
be held at any time or place within or without the
State of Missouri whenever called by the Chairman of
the Board, if any, by the Vice Chairman of the Board,
if any, by the President or by any two directors.
Reasonable notice thereof shall be given by the person
or persons calling the meeting.

Section 2.5. TELEPHONIC MEETINGS PERMITTED.
Unless otherwise restricted by the articles of
incorporation or these by-laws, members of the Board
of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or of
such committee, as the case may be, by means of
conference telephone or similar communications
equipment by means of which all persons participating
in the meeting can hear each other, and participation
in a meeting pursuant to this by-law shall constitute
presence in person at such meeting.

Section 2.6. QUORUM; VOTE REQUIRED FOR ACTION. At
all meetings of the Board of Directors a majority of
the members of the entire Board present in person
shall constitute a quorum for the transaction of
business. The vote of a majority of the directors
present at a meeting in person at which a quorum is
present shall be the act of the Board unless the
articles of incorporation or these by-laws shall
require a vote of a greater number. In case at any
meeting of the Board a quorum shall not be present,
the members of the Board present may adjourn the
meeting from time to time until a quorum shall attend.

Section 2.7. ORGANIZATION. Meetings of the Board
of Directors shall be presided over by the Chairman of
the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by
the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act
as secretary of the meeting.

Section 2.8. INFORMAL ACTION BY DIRECTORS. Any
action required or permitted to be taken at any
meeting of the Board of directors, or of any committee
thereof, may be taken without a meeting if all members
of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are
filed by the secretary with the minutes or proceedings
of the board of committee.

		ARTICLE III

		COMMITTEES

Section 3.1. COMMITTEES. The Board of Directors
may, by resolution passed by a majority of the whole
Board, designate one or more committees, each
committee to consist of one or more of the Directors
of the Corporation. The Board may designate one or
more Directors as alternate members of any committee,
who may replace any absent or disqualified member at
any meeting of the committee. In the absence or
disqualification of a member of a committee, the
member or members thereof present at any meeting and
not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in
place of any such absent or disqualified member. Any
such committee, to the extent provided in the
resolution of the Board, shall have and may exercise
all the powers and authority of the Board in the
management of the business and affairs of the
Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may
require it; but no such committee shall have power or
authority in reference to amending the articles of
incorporation, adopting an agreement of merger or
consolidation, recommending to the shareholders the
sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to
the shareholders a dissolution of the Corporation or a
revocation of dissolution, removing or indemnifying
Directors or amending these by-laws; and, unless the
resolution expressly so provided, no such committee
shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

Section 3.2. [Reserved]

Section 3.3. COMMITTEE RULES. Unless the Board of
Directors otherwise provides, each committee
designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence
of a provision by the Board or a provision in the
rules of such committee to the contrary, a majority of
the entire authorized number of members of such
committee shall constitute a quorum for the
transaction of business, the vote of a majority of the
members present at a meeting at the time of such vote
if a quorum is then present shall be the act of such
committee, and in other respects each committee shall
conduct its business in the same manner as the Board
conducts its business pursuant to Article II of these
by-laws.

		ARTICLE IV

		OFFICERS

Section 4.1. OFFICERS; ELECTION; QUALIFICATION;
TERM OF OFFICE; RESIGNATION;
REMOVAL; VACANCIES. As soon as practicable after the
annual meeting of shareholders in each year, the Board
of Directors shall elect a President and a Secretary,
and it may, if it so determines, elect from among its
members a Chairman of the Board and a Vice Chairman of
the Board. The Board may also elect one or more Vice
Presidents, one or more Assistant Vice Presidents, one
or more Assistant Secretaries, a Treasurer and one or
more Assistant Treasurers and may give any of them
such further designations or alternate titles as it
considers desirable. Each such officer shall hold
office until the first meeting of the Board after the
annual meeting of shareholders next succeeding his
election, and until his successor is elected and
qualified or until his earlier resignation or removal.
Any officer may resign at any time upon written notice
to the Board or to the President or the Secretary of
the Corporation. Such resignation shall take effect at
the time specified therein, and unless otherwise
specified therein no acceptance of such resignation
shall be necessary to make it effective. The Board may
remove any officer with or without cause at any time.
Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the
Corporation, but the election or appointment of an
officer shall not of itself create contractual rights.
Any number of offices may be held by the same person.
Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the
Board at any regular or special meeting.

Section 4.2. POWERS AND DUTIES OF EXECUTIVE
OFFICERS. The officers of the Corporation shall have
such powers and duties in the management of the
Corporation as may be prescribed by the Board of
Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject
to the control of the Board. The Board may require any
officer, agent or employee to give security for the
faithful performance of his duties.

		ARTICLE V

		STOCK

Section 5.1. CERTIFICATES. Every holder of stock
in the Corporation shall be
entitled to have a certificate signed by or in the
name of the Corporation by the Chairman or Vice
Chairman of the Board of Directors, if any or the
President or a Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an
Assistant Secretary, of the Corporation, certifying
the number of shares owned by him in the Corporation.
If such certificate is manually signed by one officer
or manually countersigned by a transfer agent or by a
registrar, any other signature on the certificate may
be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature
has been placed upon a certificate shall
have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if
he were such officer, transfer agent or registrar at
the date of issue.

Section 5.2. LOST, STOLEN OR DESTROYED STOCK
CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES. The Corporation may issue a new
certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of
the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

		ARTICLE VI

		MISCELLANEOUS

Section 6.1. BY-LAWS SUBJECT TO SHAREHOLDERS'
AGREEMENT. At any time that the Corporation is bound
by the Shareholders' Agreement, dated as of  February
6, 2001, by and among the Corporation (as successor-
in-interest to Digital Teleport, Inc.) and certain
shareholders named therein, as the same may be
modified or amended from time to time (the
"Shareholders' Agreement"), then, whether or not
expressly so stated in these by-laws or such
Shareholders' Agreement, any term or provision of
these by-laws that is modified or superseded by any
term or provision of such Shareholders' Agreement
shall not be deemed contained in these by-laws except
as so modified or superseded, and any term or
provision of such Shareholders' Agreement that is
contrary to or inconsistent with any term or provision
of these by-laws shall, notwithstanding these by-laws,
govern and control the matter subject thereto.

Section 6.2. FISCAL YEAR. The fiscal year of the
Corporation shall be determined by the Board of
Directors.

Section 6.3. SEAL. The Corporation may have a
corporate seal which shall have the name of the
Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board
of Directors. The corporate seal may be used by
causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.

Section 6.4. WAIVER OF NOTICE OF MEETINGS OF
SHAREHOLDERS, DIRECTORS AND
COMMITTEES. Whenever notice is required to be given by
law or under any provision of the certificate of
incorporation or these by-laws, a written waiver
thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall
be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business
because the meeting is not lawfully called or
convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of
the shareholders, directors, or members of a committee
of directors need be specified in any written waiver
of notice unless so required by the articles of
incorporation or these by-laws.

Section 6.5. INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES. The
Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be
made a party to any action, suit or proceeding,
whether criminal, civil, administrative or
investigative, by reason of the fact that he, his
testator or intestate is or was a director or officer
of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise
as a director, officer or employee at the request of
the Corporation or any predecessor of the Corporation.
The Corporation may, in the sole discretion of the
Board of Directors, indemnify to the full extent
authorized by law any person made or threatened to be
made a party to any action, suit or proceeding,
whether criminal, civil, administrative or
investigative, by reason of the fact that he, his
testator or intestate is or was an employee of the
Corporation or any predecessor of
the Corporation.

Section 6.6. INTERESTED DIRECTORS; QUORUM. No
contract or transaction between the Corporation and
one or more of its directors or officers, or between
the Corporation and any other corporation,
partnership, association or other organization in
which one or more of its directors or officers are
directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or
solely because the director or officer is present at
or participates in the meeting of the Board of
Directors or committee thereof which authorizes the
contract or transaction, or solely because his or
their votes are counted for such purpose, if: (1) the
material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are
known to the Board or the committee, and the Board or
committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of
the disinterested directors, even though the
disinterested directors be less than a quorum; or (2)
the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote
thereon, and the contract or transaction is
specifically approved in good faith by majority vote
of the shareholders; or (3) the contract or
transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the
Board, a committee thereof or the shareholders. Common
or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board or
of a committee which authorizes the contract or
transaction.

Section 6.7. FORM OF RECORDS. Any records
maintained by the Corporation in the regular course of
its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the
form of, punch cards, magnetic tape, photographs,
microphotographs or any other information storage
device, provided that the records so kept can be
converted into clearly legible form within a
reasonable time. The Corporation shall so convert any
records so kept upon the request of any person
entitled to inspect the same.

Section 6.8. [Reserved]

                                                    Exhibit B-127

                    Articles of Organization
                               Of
                 Digital Teleport Nationwide LLC


  1.   The name of the limited liability company is:  Digital
     Teleport Nationwide LLC.

  2.   The purpose for which the limited liability company is
     organized is the transaction of any and all lawful business for
     which limited liability companies may be organized.

  3.   The name and address of the limited liability company's
     registered agent in Missouri is:  Digital Teleport, Inc. 8112
     Maryland Avenue, 4th Floor, St. Louis, MO 63105.

  4.   The Management of the limited liability company is not
     vested in one or more managers.

  5.   The number of years the limited liability company is to
     continue shall be perpetual.

  6.   The name and street address of the organizer is:  David J.
     Haydon, 10740 Nall, Suite 230, Overland Park, Kansas 66211.

  7.   For tax purposes, the limited liability company shall not be
     considered a corporation.



     In affirmation thereof, the facts stated above are true.

     /s/David J. Haydon

Exhibit b-128





              ARTICLES OF INCORPORATION
                          OF
          DIGITAL TELEPORT OF VIRGINIA, INC.

     The undersigned, being an individual, does hereby
act as incorporator in adopting the following Articles
of Incorporation for the purpose of organizing a
corporation authorized by law to issue shares, pursuant
to the provisions of the Virginia Stock Corporation
Act, Chapter 9 of Title 13.1 of the Code of Virginia.

     FIRST:  The corporate name for the corporation
(hereinafter called the "corporation") is Digital
Teleport of Virginia, Inc.

     SECOND:  The total number of shares of capital
stock which the corporation shall have authority to
issue is 1,000 shares of common stock, par value $.0l
per share.

     THIRD:  The post office address with street and
number of the initial registered office of the
corporation in the Commonwealth of Virginia is c/o
McSweeney Burtch & Crump, P.C., 11 South 12th Street,
Richmond, Virginia 23219. The county or city in the
Commonwealth of Virginia in which the said registered
office of the corporation is located is the City of
Richmond.

     The name of the initial registered agent of the
corporation at the said registered office is Beverly L.
Crump. The said initial registered agent meets with the
requirements of Section 13.1-619 of the Virginia Stock
Corporation Act, inasmuch as he is a resident of the
Commonwealth of Virginia and a member of the Virginia
State Bar. The business office of the said registered
agent of the corporation is identical with the said
registered office of the corporation.

     FOURTH: No holder of any of the said shares of any
class of the corporation shall be entitled as of right
to subscribe for, purchase, or otherwise acquire any
shares of any class of the corporation which the
corporation proposes to issue or any rights or options
which the corporation proposes to grant for the
purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or
obligations of the corporation which are convertible
into or exchangeable for, or which carry any rights, to
subscribe for, purchase, or otherwise acquire shares of
any class of the corporation; and any and all of such
shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or
created, may be issued, or may be reissued if the same
have been reacquired and if their reissue is not
prohibited, and any and all of such rights and options
may be granted by the Board of Directors to such
individuals and entities, and for such lawful
consideration, and on such terms, as the Board of
Directors in its discretion may determine, without
first offering the same, or any thereof, to any said
holder.


         FIFTH:   The purposes or purposes for which
the corporation is organized are to conduct business as
a public service company for the purpose of providing
telephony service in the Commonwealth of Virginia. The
corporation shall not conduct any other kind of public
service business in the Commonwealth of Virginia and
shall not have general business powers in the
Commonwealth of Virginia provided, however, that the
corporation may conduct in the Commonwealth of Virginia
such other public service business or nonpublic service
business so far as may be related to or incidental to
its public service business described above, and
provided, further, that the corporation may conduct in
any other state any such business as may be authorized
or permitted by the laws thereof

     SIXTH:  The names and the addresses of the
individuals who are to serve as the initial directors
of the corporation are:

Richard D. Weinstein          Jerome W. Sheehy
8112 Maryland Ave.            8112 Maryland Ave.
4th floor                     4th floor
St. Louis, MO 63105           St. Louis, MO 63105


     SEVENTH: Regarding the management of the business
and the regulation of the affairs of the corporation,
and for defining, limiting, and regulating the powers
of the corporation, its directors, and shareholders, it
is further provided:

              The corporation shall, to the fullest
extent permitted by the provisions of the Virginia
Stock Corporation Act, as the same may be amended and
supplemented, indemnify, any and all persons whom it
shall have power to indemnify under said provisions
from and against any and all of the expenses,
liabilities, or other matters referred to in or covered
by said provisions, and the indemnification provided
for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under
any Bylaw, vote of shareholders or disinterested
directors, or otherwise, both as to action in his
official capacity as to action in another capacity
while holding such office, and shall continue as to a
person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a
person.

                   EIGHTH: The duration of the
corporation shall be perpetual.


         Signed on September 14, 1998.


          /s/Connie B. Walsh
          Connie B. Walsh, Incorporator

Exhibit b-129












                      BY-LAWS

                        OF

         DIGITAL TELEPORT OF VIRGINIA, INC.



                       BY-LAWS
                          OF
          DIGITAL TELEPORT OF VIRGINIA, INC.

                      ARTICLE 1

                SHAREHOLDERS' MEETINGS

                   Section 1.1 Annual Meetings. An
annual meeting of shareholders shall be held during the
month of April on such date and at such time as
determined by the board of directors and as indicated
in the notice of such meeting. Every meeting of the
shareholders shall be convened at the hour stated in
the notice for said meeting and continue until declared
adjourned by a vote of the shareholders present or
declared adjourned by the presiding officer. At such
meeting, a board of directors shall be elected and such
other business shall be transacted as may properly be
brought before the meeting.

                   Section 1.2 Notice of Annual
Meeting. Written or printed notice of the annual
meeting stating the place, day and hour of the meeting
shall be delivered or given, either personally or by
mail, to each shareholder of record entitled to vote
thereat at such address as appears on the books of the
corporation, not less than ten or more than sixty days
before the date of the meeting except that notice of a
shareholders' meeting to act on an amendment of the
articles of incorporation, a plan of merger or share
exchange, a proposed sale of assets pursuant to Section
13.1-724 of the Virginia Stock Corporation Act, or the
dissolution of the corporation shall be given not less
than twenty-five nor more than sixty days before the
meeting date.

                   Section 1.3 Special Meetings.
Special meetings of the shareholders or of the holders
of any special class of stock of the corporation may be
called by the chairman of the board or the president at
any time unless otherwise provided by law, and shall be
directed to do so by resolution of the board of
directors or whenever shareholders owning not less than
one-fifth of all the shares issued and outstanding and
entitled to vote at the particular meeting shall
request such a meeting in writing. Such request shall
be delivered to the president of the corporation and
shall state the purpose or purposes of the proposed
meeting. Upon such direction or request, it shall be
the duty of the president to call a special meeting of
the shareholders to be held at anytime, not less than
ten (10) nor more than sixty (60) days thereafter, as
the president may fix except that notice of a
shareholders' meeting to act on an amendment of the
articles of incorporation, a plan of merger or share
exchange, a proposed sale of assets pursuant to Section
13.1-724 of the Virginia Stock Corporation Act, or the
dissolution of the corporation shall be given not less
than twenty-five nor more than sixty days before the
meeting date. If the president shall neglect to issue
such call, the person or persons making such direction
or request may issue the call. The business transacted
at any special meeting of shareholders shall be
confined to the purposes stated in the notice.

                   Section 1.4 Notice of Special
Meeting. Written or printed notice of a special meeting
of shareholders, stating the place, day, hour and
purpose or purposes thereof, shall be delivered or
given, either personally or by mail, to each
shareholder of record entitled to vote thereat at such
address as appears on the books of the corporation, not
less than ten or more than seventy days before the date
of the meeting.

                   Section 1.5 Place of Meetings. All
meetings of the shareholders shall be held at the
principal business office of the corporation or at such
other place as the board of directors may specify in
the notice of such meeting.

                   Section 1.6 Quorum: Adjournment. A
majority of the shares issued and outstanding and
entitled to vote thereat, represented in person or by
proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as
otherwise provided by statute. If, however, such quorum
shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote
thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to
time for successive periods of not more than ninety
days, without notice other than announcement at the
meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a
quorum shall be present or represented, any business
may be transacted which might have been transacted at
the meeting as originally scheduled.

                   Section 1.7 Voting. When a quorum is
present at any meeting, the vote of the holders of a
majority of the shares having voting power represented
in person or by proxy shall decide any question brought
before such meeting, unless the question is one upon
which, by express provision of the statutes, the
articles of incorporation, or these by-laws, a
different vote is required, in which case such express
provision shall govern and control the decision of such
questions.

                   At any meeting of the shareholders,
every shareholder having the right to vote shall be
entitled to vote in person, or by proxy appointed by a
proper instrument in writing subscribed by the
shareholder or by his/her duly authorized attorney-in-
fact. Each shareholder shall have one vote for each
share having voting power, registered in his/her name
on the books of the corporation.

                   Section 1.8 Action by Consent. Any
action which may be taken at any meeting of the
shareholders may be taken without a meeting if consent
in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.

                   Section 1.9 Waiver of Notice .
Whenever any notice is required to be given, a waiver
thereof in writing signed by the person or persons
entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent
thereto.

                      ARTICLE 2

                      DIRECTORS

                   Section 2.1 Number. Election and
Term. Unless and until changed by the board of
directors by amendment to this by-law, the number of
directors to constitute the board of directors shall be
two.

                   The directors, other than the first
board of directors, shall be elected at the annual
meeting of the shareholders, and each director shall
serve until the next succeeding annual meeting of
shareholders and until his/her successor shall have
been elected and qualified. The first board of
directors shall hold office until the first annual
meeting of the shareholders.

                   Section 2.2 Resignation: Vacancy.
Any director of the corporation may resign at any time
by giving written notice of such resignation to the
board of directors, the chairman of the board, the
president, any vice president or the secretary of the
corporation. Any such resignation shall take effect at
the time specified therein or, if no time be specified,
upon receipt thereof by the board of directors or one
of the above-named officers; and, unless specified
therein, the acceptance of such resignation shall not
be necessary to make it effective.

                   If the office of a director becomes
vacant for any reason, the remaining directors shall
choose a successor or successors who shall hold office
for the unexpired term in respect of which such vacancy
occurred or until the next election of directors.

                   Section 2.3 First Meeting of Newly
Elected Board. The first meeting of each newly elected
board shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual
meeting and no notice of such meeting shall be
necessary to the newly elected directors in order
legally to constitute the meeting provided a quorum
shall be present, or they may meet at such place and
time as shall be fixed by the consent in writing of all
the directors.

                   Section 2.4 Regular Meetings.
Regular meetings of the board of directors shall be
held at such places, within or without the Commonwealth
of Virginia, and on such days and at such times as
shall be fixed from time to time by the board of
directors. Notice of such regular meetings need not be
given.

                   Section 2.5 Special Meetings.
Special meetings of the board may be held at any time
and place, within or without the Commonwealth of
Virginia, upon the call of the chairman of the board,
the president or secretary of the corporation by oral,
written, telegraphic, facsimile transmission or any
other mode of notice duly given, sent or mailed to each
director, at such director's last known address, not
less than two (2) days before such meeting provided.

                   Section 2.6 Quorum: Adjournment. At
all meetings of the board, a majority of the directors
shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a
majority of the directors present at any meeting at
which there is a quorum shall be the act of the board
of directors, except as may be otherwise specifically
provided by statute. If a quorum shall not be present
at any meeting of directors, the directors present
thereat may adjourn the meeting, from time to time,
without notice other than announcement at the meeting,
until a quorum shall be present.

                   Section 2.7 Place of Meetings. The
directors may hold their meetings at the principal
business office of the corporation or at such other
place as they may determine.

                   Section 2.8 Board Committees. The
board may designate an executive committee and one or
more other committees, each committee to consist of one
or more directors of the corporation. Any such
committee, to the extent provided in any such
resolution, shall have and may exercise all the powers
and authority of the board in the management of the
business and affairs of the corporation.

                   Section 2.9 Participation via
Conference Telephone. Members of the board of directors
or of any committee designated by the board of
directors may participate in a meeting of the board or
committee by means of conference telephone or similar
communications equipment whereby all persons
participating in the meeting can hear each other, and
participation in a meeting in this manner shall
constitute presence in person at the meeting.

                   Section 2.10 Waiver of Notice .
Whenever any notice is required to be given, a waiver
thereof in writing, by telegram or facsimile
transmission from the person or persons entitled to
said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

                   Section 2.11 Attendance Constitutes
Waiver of Notice. Attendance of a director at any
meeting shall constitute a waiver of notice of the
meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called
or convened.

                   Section 2.12 Action by Consent. Any
action which is required to be or may be taken at a
meeting of the directors may be taken without a meeting
if consents in writing, setting forth the action so
taken, are signed by all the directors.

                   Section 2.13 Compensation of
Directors . Directors, as such, shall not receive any
stated salary for their services, but by resolution of
the board a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or
special meeting of the board; provided that nothing
herein contained shall be construed to preclude any
director from serving the corporation in any other
capacity and receiving compensation therefor.

                      ARTICLE 3

                       OFFICERS

                   Section 3.1 Number. Election. Salary
and Term. The officers of the corporation shall be a
president and a secretary who shall be chosen by the
board of directors at its first meeting after each
annual meeting of shareholders. The board of directors
may also choose a chairman of the board, one or more
vice chairman, one or more vice presidents, one or more
of which may be designated as senior vice presidents or
executive vice presidents, a treasurer, and one or more
assistant secretaries and assistant treasurers.

                   The board may appoint such other
officers and agents as it shall deem necessary, who
shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall
be determined from time to time by the board.

                   The salaries of all officers and
agents of the corporation shall be fixed by the board
of directors.

                   The officers of the corporation
shall hold office until their successors are chosen.

         Any officer elected or appointed by the board
of directors may be removed at any time by the
affirmative vote of a majority of the whole board of
directors. If the office of any officer becomes vacant
for any reason, the vacancy shall be filled by the
board of directors.

                   Section 3.2 Chief Executive Officer.
The chief executive officer shall have general and
active management of the affairs of the corporation.

                   Section 3.3 Chairman of the Board.
The chairman of the board, if any, shall preside at all
meetings of the shareholders and directors at which
he/she is present and shall perform such other duties
as the board of directors or these by-laws may
prescribe.

                   Section 3.4  Vice Chairmen. In the
absence of the chairman of the board, the vice
chairmen, if any, in order of their seniority, shall
perform the duties and exercise the powers of the
chairman of the board, preside at all meetings of the
shareholders and directors at which any are present and
perform such other duties as the board of directors may
prescribe.

                   Section 3.5 President/Chief
Executive Officer. In the absence of the chairman of
the board and any vice chairmen, the president shall
preside at all meetings of the shareholders and
directors at which he/she is present. If no officer has
been expressly designated as chief executive officer by
the board of directors, the president shall be chief
executive officer of the corporation, with the powers
and duties which attach to such position. He/she shall
perform such duties as the board of directors may
prescribe and shall see that all orders and resolutions
of the board are carried into effect.

                   The president shall execute bonds,
mortgages and other contracts requiring a seal, under
the seal of the corporation, except where permitted by
law to be otherwise signed and executed and except
where the signing and execution thereof shall be
expressly delegated by the board of directors to some
other officer or agent of the corporation.

                   Section 3.6 Senior Vice Presidents
and Executive Vice Presidents. Senior vice  presidents
and executive vice presidents shall perform such duties
and exercise such powers as shall be delegated by the
chief executive officer or as shall be designated by
the board of directors.

                   Section 3.7 Vice Presidents. Vice
presidents shall perform such duties and exercise such
powers as shall be delegated by the chief executive
officer or as shall be designated by the board of
directors.

                   Section 3.8 Secretary and Assistant
Secretaries . The secretary shall keep or cause to be
kept a record of all meetings of the shareholders and
the board of directors and record all votes and the
minutes of all proceedings in a book to be kept for
that purpose. He/she shall give, or cause to be given,
notice of all meetings of the shareholders and special
meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of
directors or chief executive officer, under whose
supervision he/she shall be. He/she shall keep in safe
custody the seal of the corporation and shall affix the
same to any instrument requiring it.

                   The assistant secretaries, if any,
in order of their seniority shall, in the absence or
disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform
such other duties as the board of directors may
prescribe.

                   Section 3.9 Treasurer and Assistant
Treasurers. The treasurer, if any, shall have the
custody of the corporate funds and securities, shall
keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation,
shall deposit all moneys 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 and shall perform such other duties as the
board of directors may prescribe.

                   The treasurer shall disburse the
funds of the corporation as may be ordered by the
board, taking proper vouchers for such disbursements,
and shall render to the chairman of the board, chief
executive officer, president and directors, at the
regular meetings of the board, or whenever they may
require it, an account of all his/her transactions as
treasurer and of the financial condition of the
corporation.

                   If required by the board of
directors, the treasurer shall give the corporation a
bond in such sum and with such surety or sureties as
shall be satisfactory to the board for the faithful
performance of the duties of his/her office and for the
restoration to the corporation, in case of his/her
death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other
property of whatever kind in his/her possession or
under his/her control belonging to the corporation.

                   The assistant treasurers, if any, in
the order of their seniority shall, in the absence or
disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform
such other duties as the board of directors may
prescribe.



                      ARTICLE 4

                    CAPITAL STOCK

                   Section 4.1 Share Certificates. The
certificates representing shares of the corporation
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 number of shares and shall be
signed by the president and the secretary or by such
other officers authorized so to do by law and shall
bear the corporate seal or a facsimile thereof.

                   Section 4.2 Transfer of Stock. Upon
surrender to the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the
old certificate, and record the transaction upon its
books.

                   Section 4.3 Registered Shareholders.
The corporation shall be entitled to treat the holder
of record of any share or shares as the holder in fact
thereof and, accordingly, shall not be bound to
recognize any 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 thereon except as otherwise provided by law.

                   Section 4.4 Closing of Transfer
Books and Fixing of Record Date. The board of directors
shall have the power to close the transfer books of the
corporation for a period not exceeding fifty (50) days
preceding the date of any meeting of shareholders, 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 shares shall go into effect;
provided, however, that in lieu of closing the transfer
books as aforesaid, the board of directors may fix in
advance a date, 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 shares shall go into effect,
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 entitled to exercise the rights
in respect of any such change, conversion or exchange
of shares. In such case only the shareholders who are
shareholders of record on the record 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 as the case may
be, notwithstanding any transfer of any shares on the
books of the corporation after the date of closing of
the transfer books or the record date fixed as
aforesaid.

     Section 4.5 Lost Certificate. The holder of any
shares of stock of the corporation shall immediately
notify the corporation and its transfer agents and
registrars, if any, of any loss or destruction of the
certificates representing the same. The corporation may
issue a new certificate in the place of any certificate
theretofore issued by it which is alleged to have been
lost or destroyed and the board of directors may
require the owner of the lost or destroyed certificate
or such owner's legal representative to give the
corporation a bond in such sum and in such form as the
board of directors may direct or approve, and with such
surety or sureties as may be satisfactory to the board
of directors, to indemnify the corporation and its
transfer agents and registrars, if any, against any
claim or liability that may be asserted against or
incurred by it or any transfer agent or registrar on
account of the alleged loss or destruction of any such
certificate or the issuance of such new certificate. A
new certificate may be issued without requiring any
bond when, in the judgment of the board of directors,
it is proper so to do. The board of directors may
delegate to any officer or officers of the corporation
any of the powers and authorities contained in this
section.

                      ARTICLE 5

                      DIVTDENDS

                   Dividends upon the issued shares of
the corporation may be declared by the board of
directors at any regular or special meeting pursuant to
law.

                   Before payment of any dividend,
there may be set aside out of any funds of the
corporation available for dividends such sum or sums as
the directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the
corporation, or for such other purpose as the directors
shall think conducive to the interest of the
corporation, and the directors may modify or abolish
any such reserve in the manner in which it was created.

                      ARTICLE 6

                     FISCAL YEAR

                   The fiscal year of the corporation
shall begin the 1st day of January in each year.

                      ARTICLE 7

          SEAL

                   The corporate seal shall have
inscribed thereon the name of the corporation, the
state of incorporation, the words, Corporate Seal, and
such other inscriptions as the board of directors may
deem appropriate. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.



                      ARTICLE 8

         INDEMNIFICATION OF AND INSURANCE ON
      DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

                   Section 8.1 Indemnification. The
corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he/she is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent
provided by law.

                   Section 8.2 Insurance. The directors
shall have the power to cause the corporation to
purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or
agent of another corporation, partnership, joint
venture, trust or other enterprise against any
liability against him and incurred by him in any such
capacity, arising out of his/her status as such,
whether or not the corporation would have the power to
indemnify him against such liability under the
provisions of this Article.

                      ARTICLE 9

                ALTERATION, AMENDMENT
                 OR REPEAL OF BY-LAWS

                   All by-laws of the corporation may
be amended, altered or repealed, and new by-laws may be
made, by the affirmative vote of a majority of the
directors cast at any regular or special meeting at
which a quorum is present provided that such authority
has been delegated to the board of directors by the
Articles of Incorporation; subject to the right of the
shareholders to amend, alter or repeal those by-laws by
the affirmative vote of the holders of record of a
majority of the outstanding shares of stock of the
corporation entitled to vote cast at any annual or
special meeting.

Exhibit b-131

                     STOCKHOLDERS AGREEMENT

     THIS STOCKHOLDERS AGREEMENT is made and entered into this
29th day of May, 1998, by and among R. S. Andrews Enterprises,
Inc., a Delaware corporation (the "Company"), Home Services
Solutions Inc., a Missouri corporation ("Home Service") and R.
Stephen Andrews ("Andrews"), a Georgia resident, individually and
in his capacity as Voting Trustee and shareholder's
representative under the Voting Trust (as defined below).  For
purposes of this Agreement, Home Service and Andrews shall
hereinafter individually be referred to as a "Stockholder" and
collectively be referred to as the "Stockholders."

RECITALS

     A.   Home Service currently owns 15,000,000 shares of the
Company's Series A Convertible Preferred Stock, par value $0.001
per share, and Andrews owns, individually and in his capacity as
Voting Trustee, 15,000,000 shares of the Company's Common Stock,
par value $0.001 per share;

     B.   Andrews is the Voting Trustee and shareholder's
representative under a Voting Trust Agreement dated May 22, 1998,
a copy of which is attached hereto as Exhibit A, concerning
certain shares of Common Stock of the Company ("Voting Trust")
under which Andrews solely controls the voting of such shares for
a period of ten (10) years and which results in Andrews currently
being able to vote all of the issued and outstanding shares of
Common Stock of the Company.

     C.   The shares of capital stock that can be voted by Home
Service and Andrews (either individually or under the Voting
Trust) constitute one hundred percent (100%) of the issued and
outstanding capital stock of the Company, and shall hereinafter
be referred to as the "Shares."

     D.   The Company, Home Service and Andrews believe it is in
the best interests of the Company that the management of the
Company be conducted in an orderly manner as hereinafter
provided.

     E.   The Company, Home Service and Andrews further believe
it is in the best interests of the Company and the Stockholders
to make provision for the future disposition of the shares of
capital stock of the Company which the Stockholders now own or
may hereafter acquire.

     NOW, THEREFORE, for and in consideration of the mutual
covenants and promises contained herein, and other good and
valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the Stockholders and the Company
agree as follows:

     1.   Scope of Agreement.  This Agreement shall apply to all
Shares and to all other shares of capital stock of the Company
that become issued and outstanding in the future (the "Future
Shares").  Each Stockholder covenants, promises and agrees that
he or it will not, voluntarily or involuntarily, by operation of
law or otherwise, whether outright or as security, sell, assign,
transfer, mortgage, pledge, hypothecate or otherwise encumber or
dispose of (hereinafter collectively referred to as a
"Transfer"), with or without consideration, any or all of the
Shares or Future Shares, except for the deposit by Andrews of
certain Shares in escrow pursuant to the Escrow Agreement of even
date herewith between Home Service, Andrews and SunTrust Bank,
Atlanta, a Georgia banking corporation, as escrow agent (the
"Escrow Agreement"), and except as permitted by this Agreement
and in accordance with its terms.  Any Transfer of a
Stockholder's Shares or Future Shares, or any part thereof,
although permitted under this Agreement, shall be deemed invalid,
null and void, and of no force or effect, unless and until the
transferee of such Shares or Future Shares shall have agreed in
writing to the provisions of this Agreement, or unless such
Transfer is permitted free and clear of restrictions pursuant to
a separate written agreement of all Stockholders.  The Company
shall not permit the Transfer of any Shares or Future Shares to
be made on the books of the Company unless the Transfer is
permitted by this Agreement and is made in accordance with its
terms, and any Transfer not permitted by this Agreement or not
made in accordance with its terms shall be deemed invalid, null
and void, and of no force or effect.  The restrictions on
Transfer of any Shares or Future Shares shall not be applicable
to any Transfer expressly permitted under the Escrow Agreement or
under that certain Employment Agreement of even date herewith
between the Company and Andrews (the "Employment Agreement"), or
to any Transfer resulting from the Stockholders' exercise of
their respective rights under the Registration Rights Agreement
(defined below).

     2.   Board of Directors.

          (a)  Board Composition.  During the term of this
Agreement, the Stockholders hereby agree that the Board of
Directors of the Company shall initially be composed of five (5)
members.  Further, the Stockholders agree that the Board of
Directors will always consist of an odd number of Directors and
that the size of the Board of Directors shall not be changed
without the express written consent of both Home Service and
Andrews.

          (b)  Home Service Board Representation.  Home Service
shall have the right, power and authority to nominate for
election two (2) members (the "Home Service Directors") to the
Company's Board of Directors at any annual or special meeting of
the Stockholders, and Andrews (and any other Stockholders) hereby
agree to take such action as may be necessary to cause the
election of the Home Service Directors in accordance with the
terms of this Agreement.

          (c)  Andrews Board Representation.  Andrews shall have
the right, power and authority to nominate for election two (2)
members (the "Andrews Directors") to the Company's Board of
Directors at any annual or special meeting of the Stockholders,
and Home Service (and any other Stockholders) hereby agree to
take such action as may be necessary to cause the election of the
Andrews Directors in accordance with the terms of this Agreement.

          (d)  Independent Director.  Andrews shall have the sole
right, power and authority to nominate for election one (1)
member (the "Independent Director") to the Company's Board of
Directors at any annual or special meeting of the Stockholders.
If Home Service does not agree to such nomination, Andrews shall
continue to nominate one (1) member until such member is approved
by Home Service.  The parties agree that once such member's
nomination is approved by Home Service, the Stockholders shall
take such action as may be necessary to cause the election of
such member.

          (e)  Procedure for Election.  The Company shall provide
to each party entitled to nominate for election members of the
Board of Directors under Sections 2(b)-(d) prior written notice
of any intended mailing of notice to Stockholders for a meeting
at which Directors are to be elected, and any party entitled to
nominate for election Directors under Sections 2(b)-(d) shall
notify the Company in writing, prior to such mailing, of the
person(s) designated by it or them as its or their nominee(s) for
election as Director(s).  At each annual meeting of the
Stockholders, at each special meeting of the Stockholders
involving the election of Directors of the Company, and at each
other time at which the Stockholders will have the right to, or
will, vote for or render consent in writing regarding the
election of Directors of the Company, then and in each such
event, the Stockholders covenant and agree to vote all of the
Shares and Future Shares to cause and maintain the election to
the Board of Directors of the Company of the Home Service
Directors, the Andrews Directors, the Independent Director, and
no others.

          (f)  Change in Number of Directors.  If the number of
members of the Board of Directors of the Company is changed,
then, notwithstanding the provisions of Sections 2(b) and 2(c)
above, each of Home Service and Andrews shall have the right,
power and authority to nominate for election an equal number of
members of the Board of Directors (totaling one (1) less than the
number of Directors, as changed), pursuant to the terms of this
Section 2, and Andrews shall have the sole right, power and
authority to nominate for election the other member of the Board
of Directors.

          (g)  Removal, Resignation and Vacancy of Directors.  No
Stockholder shall vote or take any other action to remove any
Director that was nominated for election by the other
Stockholders, except as provided below.  In the event either Home
Service or Andrews desires to remove a Director that has been
elected as its own nominee to the Board of Directors of the
Company, the other Stockholders shall vote for or consent to such
removal.  In the event a vacancy in the office of a Director is
caused by death, resignation, retirement or removal of a
Director, the vacancy shall be filled by appointing or electing
the nominee of the Stockholder who had nominated for election the
Director whose death, resignation, retirement or removal caused
such vacancy, all in accordance with the terms of this Agreement,
and the other Stockholders shall take such action as may be
necessary to cause the election of such new number.

          (h)  Required Votes; Location of Meetings.  Except as
otherwise required by this Agreement, or applicable law, all
actions of the Board of Directors shall be accomplished by the
vote of at least a simple majority of all of the members of the
Board of Directors.  All meetings of the Board of Directors shall
take place at a location mutually agreeable to the Stockholders.

          (i)  Expense Reimbursement and D&O Insurance.  The
Company hereby agrees to reimburse all reasonable expenses
incurred by the members of the Board of Directors for expenses
related to attendance and participation at meetings of the Board
of Directors, but only upon due verification and documentation of
such expenses.  The Company shall also provide, if reasonably
available, and at no cost to the individuals serving on its Board
of Directors, directors and officers liability insurance.

     3.   Super-Majority Vote.  The Stockholders and the Company
agree that, except as otherwise provided in Section 7 below, the
Company shall not take any of the following actions without the
affirmative vote or consent of at least eighty percent (80%) of
the members of the Board of Directors (and, to the extent
Delaware law requires stockholder approval to take such action,
without affirmative vote or consent of at least eighty percent
(80%) of the issued and outstanding capital stock of the
Company):

          (a)  amend, repeal or alter in any way the Certificate
of Incorporation or Bylaws of the Company or any of its
subsidiaries;

          (b)  merge or consolidate or agree to merge or
consolidate the Company with or into any other legal entity, or
convert the Company into any other legal entity, or authorize a
share exchange;

          (c)  liquidate, dissolve, reorganize or recapitalize
the Company or adopt any plan to do so;

          (d)  issue, sell or seek to register for a public
offering any shares of capital stock of the Company or any
options or rights to purchase any shares of capital stock of the
Company, whether or not such shares have been previously
authorized or issued, except for performing its obligations under
Section 1.2(b) of the Stock Purchase Agreement by and among
Company, Home Service and Andrews dated May 29, 1998 ("Stock
Purchase Agreement"), and performing its obligations under that
certain Registration Rights Agreement (the "Registration Rights
Agreement") of even date herewith by and between the Company,
Andrews and Home Service;

          (e)  declare or pay any dividends on, or make any other
distributions upon or in respect of, or purchase, retire or
retain any shares of the capital stock of the Company, or set
aside any funds for such purposes except as otherwise set forth
in the Employment Agreement between the Company and Andrews, or
in Section 1.3(a) of the Stock Purchase Agreement;

          (f)  except as provided in the annual capital budget of
the Company approved by the Board of Directors, make any capital
expenditures or any capital additions or improvements requiring
the payment of more than an agreed to amount for any one capital
addition or improvement, or an aggregate of more than an agreed
to amount in any 12-month period for all capital additions and
improvements, except as may be involved in ordinary repairs,
maintenance and replacement and minor plant and equipment
additions;

          (g)  acquire any stock or assets of any legal entity or
invest in or acquire any interest in any business enterprise;

          (h)  sell, lease, exchange, transfer or otherwise
dispose of (1) all or substantially all the tangible, intangible
or other assets of the Company or of any of its subsidiaries, or
(2) all or substantially all of the trademarks, trade names,
licenses, copyrights, patents, patent applications and other
intellectual property owned or used by the Company or any of its
subsidiaries, or (3) any stock of any other corporation or any
investment or interest in any business enterprise, or (4) any
other asset of the Company except in the ordinary course of
business;

          (i)  approve or ratify the initial operating budget of
the Company, including, without limitation, appropriations for
advertising and promotional expenses;

          (j)  approve payment of the salary to be paid to each
member of the Board of Directors or executive officer directly
involved in operations, marketing, finance or acquisitions for
the Company except for Andrews' salary and compensation, as
agreed to in the Employment Agreement;

          (k)  agree to pay, conditionally or otherwise, any
bonus, extra compensation, pension or any severance pay to any
directors or executive officers directly involved in operations,
marketing, finance or acquisitions for the Company or increase
the compensation paid by the Company to any of its executive
officers directly involved in operations, marketing, finance or
acquisitions for the Company except for Andrews' salary and
compensation, as agreed to in the Employment Agreement;

          (l)  increase or decrease, by resolution or otherwise,
the number of directors constituting the entire Board of
Directors;

          (m)  hire any professionals, including investment
bankers, accountants or attorneys other than professionals needed
only for the day to day operations of the business of the
Company;

          (n)  request any additional capital contribution from
its stockholders; or

          (o)  form an executive committee under the Bylaws of
the Company.

     4.   Right of First Refusal.

          (a)  If any Stockholder shall make or receive a bona
fide written offer (the "Transferee Offer"), to or from a third
party (the "Transferee") for the purchase of all of the Shares or
Future Shares owned by him or it (the "Offered Shares"), which
such Stockholders (hereinafter referred to as the "Selling
Stockholder") or the Transferee desires to accept, the Company
and the other Stockholders (the "Non-Offering Stockholders")
shall have the option (the "Option"), as hereinafter described,
to collectively purchase all of the Offered Shares.  The Selling
Stockholder shall not be eligible to vote his or its Shares or
Future Shares, or to cause the Directors nominated for election
by him or it to vote, in favor of or against the exercise by the
Company of its Option to purchase the Offered Shares.

          (b)  The Option price for the Offered Shares shall be
the price contained in the Transferee Offer and shall be paid in
cash.

          (c)  The Company shall have the initial opportunity to
purchase all, but not less than all, of the Offered Shares.  The
Selling Stockholder shall give the Company and the Non-Offering
Stockholders written notice (the "Notice") within thirty (30)
days after the making or receipt by him or it of the Transferee
Offer, together with a complete copy of said Transferee Offer and
a statement as to the identity of the Transferee.  The Company
shall have a period of thirty (30) days from the receipt of such
Notice (the "Notice Period"), to exercise in writing its Option
to purchase all of the Offered Shares, by written notice to the
Selling Stockholder (the "Exercise Notice").

          (d)  If the Company elects to exercise the Option
herein granted as to all of the Offered Shares, the Exercise
Notice shall fix a closing date for such purchase (the
"Closing"), which shall be within sixty (60) days after the
expiration of the Notice Period, and shall state the number of
the Offered Shares to be purchased.  The purchase price shall be
payable in cash only.

          (e)  If the Company rejects or fails to exercise the
Option herein granted as to all of the Offered Shares, the Non-
Offering Stockholders shall have the opportunity to collectively
purchase all of the Offered Shares.  Not earlier than the
expiration of the Notice Period, nor later than thirty (30) days
after the expiration of the Notice Period, the Non-Offering
Stockholders shall have the Option to collectively purchase all
of the Offered Shares.  Each Non-Offering Stockholder shall have
the Option to purchase his or its "Proportion" of the Offered
Shares, which is defined as a fraction, the numerator of which is
equal to the total number of Shares and Future Shares owned by
such Non-Offering Stockholder, and the denominator of which is
the total number of Shares and Future Shares owned by all Non-
Offering Stockholders.  Each Non-Offering Stockholder who
exercises his or its Option to purchase his or its Proportion of
the Offered Shares shall do so by giving an Exercise Notice.  In
the event that any such Non-Offering Stockholder elects to
purchase less than his or its Proportion, each of the remaining
Non-Offering Stockholders shall be entitled to purchase a pro
rata portion of such unpurchased Offered Shares.  If the Non-
Offering Stockholders elect to exercise the Option herein granted
as to any of the Offered Shares, the purchase shall be within
ninety (90) days after the expiration of the Notice Period and
the purchase price shall be payable in cash only.

          (f)  If and to the extent the Company and the Non-
Offering Stockholders collectively reject or fail to exercise the
Option herein granted as to all of the Offered Shares, or if the
exercise or purchase by the Company and the Non-Offering
Stockholders is not made within the time periods specified
herein, then the Selling Stockholder shall be free, for a period
of thirty (30) days from the date of such failure to exercise or
purchase, to Transfer all of the Offered Shares to the Transferee
for the same price and on the same terms and conditions as set
forth in the Notice, subject only to any additional restriction
on such Transfer that may be imposed by any other agreement
between the parties hereto, by statute, law, ordinance, rule or
regulation, or by the Certificate of Incorporation or Bylaws of
the Company.  If the Selling Stockholder does not Transfer the
Offered Shares to the Transferee within such thirty (30) day
period, his or its right to Transfer the Offered Shares pursuant
to this Section 4 with respect to the Transfer then under
consideration shall cease and terminate.  Any Transfer by a
Selling Stockholder after the last day of such thirty (30) day
period made without compliance with the terms, provisions and
conditions of this Section 4 shall be absolutely null and void.

     5.   Option Upon Death. Except as otherwise set forth in the
Employment Agreement, upon the death of any Stockholder, the
Company shall have an irrevocable option to purchase any or all
the Shares and Future Shares owned by him or her immediately
prior to his or her death, his or her estate, or by any trust
established by the deceased shareholder.  The Company may
exercise this option at any time within sixty (60) days after the
Stockholder's death by delivering notice thereof in compliance
with this Agreement.  The purchase price of such Shares and
Future Shares shall be mutually agreed by the parties and shall
be based upon an independent appraiser valuation as chosen by the
Company in its sold discretion.

     6.   Co-Sale Rights.  If any of the Stockholders (the
"Selling Stockholders") proposes to sell any portion of his or
its Shares or Future Shares (the "Third Party Sale") to a third
party (the "Third Party") who is not an affiliate or relative of
the Selling Stockholder, such Selling Stockholder shall first
give written notice of the Third Party Sale to each other
Stockholder, and each other Stockholder separately may elect to
sell a portion of the Shares or Future Shares then owned by such
other Stockholder to the same Third Party on the same terms and
conditions as the Selling Stockholder (the "Co-Sale Right').  The
number of Shares or Future Shares owned by each other Stockholder
which shall be entitled to the Co-Sale Right in any instance (the
"Offered Shares") shall be determined by multiplying the total
number of Shares or Future Shares subject to the Third Party Sale
by a fraction:  (i) the numerator of which shall be the number of
Shares and Future Shares then owned by such other Stockholder,
and (ii) the denominator of which shall be the sum of all Shares
and Future Shares then owned by all Stockholders.  The Offered
Shares shall be rounded down to the nearest whole number of
shares and the total number of Shares and Future Shares the
Selling Stockholder may convey pursuant to such Third Party Sale
shall be reduced by the number of Offered Shares.  Each other
Stockholder shall notify the Selling Stockholder within thirty
(30) days of receipt of the notice of the Third Party Sale,
whether such other Stockholder wishes to exercise its Co-Sale
Right, and if such other Stockholder does not give such notice in
a timely manner, such right shall expire with respect to such
instance.  Upon the consummation of a sale pursuant to a Third
Party Sale each other Stockholder exercising its Co-Sale Right
shall make available for transfer its Offered Shares and shall be
entitled to receive its pro rata share of the proceeds of such
sale.  The Co-Sale Right may be exercised any number of times but
may not be transferred by a Stockholder under any circumstances.
To the extent the Third Party refuses to purchase the Offered
Shares, or any part thereof, from any Stockholder exercising its
Co-Sale Right hereunder, the Selling Stockholder shall not sell
to such Third Party any Shares or Future Shares, unless and
until, simultaneously with such sale, the Selling Stockholder
shall purchase such refused Offered Shares from the other
Stockholder(s) on the same terms and conditions as the Selling
Stockholder sells its or his Shares or Future Shares to the Third
Party.

     7.   Condition to Exercise of Certain Rights.
Notwithstanding any provision in this Agreement to the contrary,
Home Service shall not be entitled to enforce or exercise its
rights under the terms and conditions of Sections 2 and 3 of this
Agreement unless Home Service makes all of the capital
contributions described in, and otherwise complies with all of
its obligations set forth in, Sections 1.2 and 1.3 of that
certain Stock Purchase Agreement of even date herewith by and
between Home Service, Andrews and the Company.

     8.   Limitation on Liquidation Preference.  Notwithstanding
anything in Section IV(C)(1)(a) of the Company's Certificate of
Incorporation to the contrary, if the amount paid by Home Service
to the Company to purchase its shares of Series A Convertible
Preferred Stock is less than Fifteen Million Dollars
($15,000,000), the Liquidation Preference (as such term is
defined in the Certificate of Incorporation) shall be modified to
be equal to the amount determine by dividing the actual amount
paid by Home Service for such shares by three (3).

     9.   Additional Capital Contributions.  From time to time,
the Company may request each of the Stockholders to make
additional capital contributions to the Company for working
capital purposes or to assist the Company for acquisition
activities.  The Company shall make any such capital contribution
requests to each of the Stockholders by delivering a notice by
certified mail to each Stockholder setting forth the aggregate
amount of said capital contribution and the pro-rata portion that
each Stockholder is requested to make of such capital
contribution.  Within sixty (60) days of receipt of such notice,
each of the Stockholders shall be entitled to make his or its pro-
rata capital contribution by delivering to the Company a
certified check in the amount of the contribution.  Thereafter,
the Company shall issue to each Stockholder making the
contribution such Future Shares of Common Stock (except for Home
Service, who shall be issued shares of Series A Convertible
Preferred Stock of the Company) as are calculated by dividing the
capital contribution made by each Stockholder by the fair market
value of each of the Future Shares at the time of the
contribution.  The parties agree that the fair market value of
the Future Shares shall be determined by agreement of the parties
hereto, or, if the parties cannot agree upon such value, by
appraisal by one or more third party appraisers with significant
experience in valuing entities like the Company.  In the event
that any Stockholder fails to make the capital contribution, the
remaining Stockholders may elect to make such capital
contribution on a pro-rata basis.

     10.  Transferees Bound.  Each subscriber to issuances of
Future Shares and each Transferee of any Shares or Future Shares,
or any interest therein, including any interest in the Voting
Trust, shall own such Shares of Future Shares, or such interest,
subject to all of the terms and provisions of this Agreement
including the restrictions on Transfer as provided in this
Agreement.  Each certificate representing any of the Shares or
Future Shares, when issued shall bear a legend to the following
effect in addition to such other legends as may be appropriate to
reflect certain restrictions on transferability imposed under
federal and state securities laws:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
     MAY NOT BE PLEDGED, SOLD, ASSIGNED, OR OTHERWISE
     TRANSFERRED OR DISPOSED OF WITHOUT REGISTRATION UNDER
     SAID ACT AND LAWS OR AN AVAILABLE EXEMPTION THEREFORM.

     THE SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF
     SHARES REPRESENTED BY THIS CERTIFICATE IS FURTHER
     RESTRICTED BY THE TERMS OF THAT CERTAIN STOCKHOLDERS
     AGREEMENT DATED THE 29th DAY OF MAY, 1998, BETWEEN THE
     COMPANY AND ALL ITS STOCKHOLDERS AND CERTAIN TERMS OF
     THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
     COMPANY, WHICH INSTRUMENTS AND/OR AGREEMENTS MAY BE
     EXAMINED AT THE PRINCIPAL OFFICES OF THE COMPANY.

     11.  Termination.

          (a)  This Agreement and all restrictions on the
Transfer of Shares and Future Shares created hereby shall
terminate on the occurrence of any of the following events:  (i)
the bankruptcy or dissolution of the Company; (ii) a single
Stockholder becoming the owner of all of the Shares and Future
Shares, which are then subject to this Agreement; (iii) the
execution of a written instrument by the persons or entities who
are parties to this Agreement at such time which terminates the
same; or (iv) upon the sale of shares of capital stock or
convertible debt securities of the Company in an initial public
offering pursuant to an effective registration statement under
the Securities Act of 1933, as amended, resulting in at least
$25,000,000 or net proceeds actually received by Target.

          (b)  Upon termination of this Agreement, by reason of
the occurrence of any of the foregoing events, each Stockholder
shall have the right within thirty (30) days after termination to
purchase from the Company all insurance policies on his life
owned by the Company for cash in the amount of the cash surrender
value thereof and the unearned net premiums thereon, both amounts
as of the date of the termination of the Agreement.

          (c)  The termination of this Agreement for any reason
shall not affect any right or remedy existing hereunder prior to
the effective date of its termination.

     12.  General Provisions.

          (a)  Governing Law.  This Agreement shall be construed
pursuant to the laws of the State of Delaware with reference to
conflicts of laws principles.

          (b)  Definitions.  Unless the context otherwise
requires, the words "Stockholder" and "Stockholders" shall for
all purposes of this Agreement mean and include (1) all of the
parties hereto other than the Company; and (2) all persons to
whom Shares or Future Shares may hereafter be issued or
transferred.

          (c)  Remedies for Breach.  The Stockholders expressly
recognize and agree that violation of the terms and provisions of
this Agreement, including without limitation, those relating to
the restrictions on Transfer of Shares and Future Shares, may
cause irreparable damage to Company or the other Stockholders,
which may not be adequately compensated by monetary damages.  In
the event of a breach or threatened breach by any Stockholders of
the provisions of this Agreement, the Company and the other
Stockholders, in addition to and not in limitation of any other
rights, remedies, or damages available to the Company or other
Stockholders at law or in equity, shall be entitled to a
permanent injunction in order to prevent or to restrain any such
breach by a Stockholder or by such Stockholder's partners,
agents, representatives, servants, employees or transferees.  The
Stockholders expressly recognize and agree that such injunctive
relief shall be in addition to all other rights and remedies
available under applicable law.

          (d)  Notices.  All notices and other communications
required or permitted to be given hereunder shall be in writing
and shall be deemed to have fully given if delivered personally
or sent by certified mail, postage prepaid, to the following
addresses:

                    If to Home Service:

                    Home Service Solutions Inc.
                    John J. DeStefano, President
                    1201 Walnut
                    Kansas City, Missouri 64141-9679

                    with copies to:

                    Ms. Jeanie Latz
                    Senior Vice President
                    Chief Legal Officer
                    1201 Walnut
                    Kansas City, Missouri 64141-9679

                    and

                    Shughart Thomson & Kilroy, P.C.
                    120 West 12th Street, Suite 1800
                    Kansas City, Missouri 64105
                    Attn:  Robert E. Fitzgerald, Jr., Esq.

                    If to the Company:

                    R.S. Andrews Enterprises, Inc.
                    Attn:  R. Stephen Andrews
                    President and Chief Executive Officer
                    1800 Montreal Circle
                    Tucker, Georgia 30084

                    with copies to:

                    Chorey, Taylor & Feil
                    Attn:  David A. Flanigan
                    The Lenox Building, Suite 1700
                    3399 Peachtree Road, N.E.
                    Atlanta, Georgia 30326-1148

                    If to Andrews:

                    R. Stephen Andrews
                    1800 Montreal Circle
                    Tucker, Georgia 30084

or to any other address or addresses as may hereafter be
specified by notice given by any of the above for itself to the
others.  Additionally, notices and other communications required
or permitted to be given hereunder may be sent using any other
means (including expedited courier, messenger service, facsimile
transmission or electronic mail), but no such notices or other
communications shall be deemed to have been given unless and
until they are actually received by the intended recipient.

          (e)  Amendment.  This Agreement may be amended or
altered only by the execution of a written instrument by the
Company and all the Stockholders who then own Shares or Future
Shares of the Company.

          (f)  Descriptive Headings.  Titles to paragraphs are
for information purposes only.

          (g)  Binding Effect.  This Agreement is binding upon
and inures to the benefit of the Company, its successors,
permitted assigns, and transferees, and to the Stockholders and
their respective heirs, personal representatives, successors and
permitted assigns and transferees.

          (h)  Facsimile Signatures.  The parties hereby agree
that, for purposes of the execution of this Agreement, facsimile
signatures shall constitute original signatures.

          (i)  Entire Agreement.  Each Stockholder represents
that he or it has not granted, and is not a party to, any proxy,
voting trust (other than the Voting Trust) or other agreement
which is inconsistent with or conflicts with the provisions of
this Agreement.  Except for the Voting Trust, and applicable
provisions of the Employment Agreement, the Escrow Agreement, the
Stock Purchase Agreement, and the Registration Rights Agreement,
this Agreement contains the entire agreement among the parties
with respect to the subject matter hereof, and to such extent
supersedes all prior oral or written agreements, commitments or
understandings with respect to the subject matter hereof.

          (j)  Assignment.  This Agreement and the rights and
obligations of any party hereunder are not assignable by any of
the parties hereto without the written consent of the others.

          (k)  Rules of Construction.  Notwithstanding any
provision in the Certificate of Incorporation and the Bylaws of
the Company, if there is any conflict or inconsistency between
the terms of this Agreement shall govern and control.
Furthermore, the terms of this Agreement shall supersede the
provisions of Article IV(C)(4)-(6) of the Company's Certificate
of Incorporation during the term of this Agreement.

                          [END OF PAGE]

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



     IN WITNESS WHREOF, the Company and the Stockholders have
executed this Agreement on the day and year above written.


                              HOME SERVICE SOLUTIONS INC.,
                              A Missouri corporation

                              By:  /s/ John J. DeStefano
                              Name: John J. DeStefano
                              Title: President

                              R.S. ANDREWS ENTERPRISES, INC.,
                              a Delaware corporation

                              By:  /s/ R. S. Andrews
                              R. Stephen Andrews, Chief
                              Executive Officer

                              /s/ R. S. Andrews
                              R. Stephen Andrews, individually
                              and as Voting Trustee and
                              Shareholder's Representative under
                              that certain Voting Trust Agreement
                              dated the 22nd  day of May, 1998


            FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT

          THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this
"First Amendment") is made and entered into as of April 1, 1999,
by and among R. S. Andrews Enterprises, Inc., a Delaware
corporation (the "Company"), and the stockholders of the Company
set forth on the signature pages to this First Amendment, being
all of the stockholders of the Company (individually, a
"Stockholder" and collectively, the "Stockholders").

          WHEREAS, the Company and its then current Stockholders
as of May 29, 1998, entered into a certain Stockholders Agreement
dated May 29, 1998, a copy of which is attached hereto as Exhibit
A (the "Stockholders Agreement"), pursuant to which the parties
thereto set forth certain provisions relating to the ownership
and governance of the Company, and entered into an agreement
relating to other corporate affairs; and

          WHEREAS, pursuant to Section 12(e) of the Stockholders
Agreement, the parties hereto wish to amend the Stockholders
Agreement in accordance with the provisions hereof.

          NOW, THEREFORE, for and in consideration of the
premises, the mutual covenants contained herein, and other good
and valuable considerations, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:

     1.   Permitted Transfers.  Current Section 1 of the
Stockholders Agreement is hereby renumbered as Section 1(a) of
the Stockholders Agreement, and the following is hereby added as
new Section 1(b) of the Stockholders Agreement:

          (b)  The restrictions on Transfer of any Shares or
     Future Shares set forth in this Agreement shall not be
     applicable to any of the following Transfers:

               (1)  The pledge by any Stockholder of Shares or
          Future Shares to the Company or to any of its
          subsidiaries or other affiliates to secure any
          obligations of such Stockholder to any such entity;

               (2)  The Transfer by R. Stephen Andrews of up to
          Two Hundred Fifty Thousand (250,000) of his Shares or
          Future Shares per calendar year, but only if:  (I) R.
          Stephen Andrews gives Home Service Solutions, Inc.
          written notice of any such transfer and (II) such
          transferee(s) shall have contemporaneously with the
          consummation of such Transfer executed and delivered to
          R. Stephen Andrews and the Company an agreement
          substantially in the form of Exhibit B attached hereto;
          or

               (3)  Any Transfer approved in writing by both R.
          Stephen Andrews and Home Service Solutions Inc., but
          only if such transferee(s) shall have contemporaneously
          with the consummation of such Transfer executed and
          delivered to the transferor and the Company an
          agreement substantially in the form of Exhibit B
          attached hereto.

     2.   Notices.  The following sentence shall be added at the
end of Section 12(d) of the Stockholders Agreement:

          The addresses of all future parties to this Agreement
     shall be determined from the Company's books and records.
     All parties hereto shall keep a current address on file with
     the Company for purposes of this Section 12(d).

     3.   No Other Amendments.  Except as otherwise provided in
Sections 1 and 2 above, the Stockholders Agreement, as amended to
date, shall remain in full force and effect with no further
amendments pursuant to this First Amendment.

     4.   Counterparts.  This First Amendment may be executed
simultaneously in multiple counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall
constitute one and the same document.  The signature of any party
to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

     5.   Consent to Certain Prior and Future Transfers.

     (a)  The Stockholders and the Company hereby acknowledge and
understand that (1) effective on November 15, 1998, R. Stephen
Andrews transferred 240,000 shares of the capital stock of the
Company owned by him to five key employees of the Company and/or
its subsidiaries without first obtaining the written consent of
the Stockholders and the Company is required by the Stockholders
Agreement; and (2) all such transferees have executed and
delivered to R. Stephen Andrews and the Company an agreement
substantially in the form of Exhibit B attached hereto and have
entered into voting trust agreements naming R. Stephen Andrews as
voting trustee.  The Stockholders and the Company hereby consent
to and ratify all such transfers, waive all claims they may
otherwise have against R. Stephen Andrews under the Stockholders
Agreement or otherwise in connection with all such transfers, and
agree that the transferees are and shall be parties to the
Stockholders Agreement as stockholders of the Company.

     (b)  The Stockholders hereby acknowledge and understand that
(1) William D. Meadows desires to transfer up to 80,000 shares of
the capital stock of the Company owned by him to one or more
former key employees of Mead-Royal, Inc.; and (2) William D.
Meadows has agreed that he will only make such transfers if the
transferees shall contemporaneously with the consummation of such
transfers execute and deliver to William D. Meadows and the
Company an agreement substantially in the form of Exhibit B
attached hereto.  Based upon William D. Meadows' covenant set
forth above, the Stockholders and the Company hereby consent to
all such transfers and waive all claims they may otherwise have
against William D. Meadows under the Stockholders Agreement or
otherwise in connection with all such transfers, and agree that
upon such transfers the transferees shall be parties to the
Stockholders Agreement as stockholders of the Company.

     (c)  The Stockholders hereby acknowledge and understand that
(1) Robert S. Davis desires to transfer up to 15,000 shares of
the capital stock of the Company beneficially owned by him to Dr.
Leslie A. Andrews, and up to 15,000 shares of the capital stock
of the Company beneficially owned by him to James A. Tramonte;
and (2) Robert S. Davis has agreed that he will only make such
transfers if the transferees shall contemporaneously with the
consummation of such transfers execute and deliver to Robert S.
Davis and the Company an agreement substantially in the form of
Exhibit B attached hereto.  Based upon Robert S. Davis' covenant
set forth above, the Stockholders and the Company hereby consent
to all such transfers and waive all claims they may otherwise
have against Robert S. Davis under the Stockholders Agreement or
otherwise in connection with all such transfers, and agree that
upon such transfers the transferees shall be parties to the
Stockholders Agreement as stockholders of the Company.

     (d)  The Stockholders hereby acknowledge and understand that
(1) Allan L. Holthaus and Vickie A. Holthaus each desires to
transfer up to 42,000 shares of the capital stock of the Company
owned by him or her to one or more direct family members; and (2)
Allan L. Holthaus and Vickie A. Holthaus each has agreed that he
or she will only make such transfers if the transferees shall
contemporaneously with the consummation of such transfers execute
and deliver to Allan L. Holthaus or Vickie A. Holthaus, as the
case may be, and the Company an agreement substantially in the
form of Exhibit B attached hereto.  Based upon the covenants of
Allan L. Holthaus and Vickie A. Holthaus set forth above, the
Stockholders and the Company hereby consent to all such transfers
and waive all claims they may otherwise have against Allan L.
Holthaus and Vickie A. Holthaus under the Stockholders Agreement
or otherwise in connection with all such transfers, and agree
that upon such transfers the transferees shall be parties to the
Stockholders Agreement as stockholders of the Company.

     IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the date first above written.

                              STOCKHOLDERS:


                              /s/ R. S. Andrews
                              R. Stephen Andrews, individually
                              and as voting trustee

                              HOME SERVICE SOLUTIONS INC.


                              By: /s/ John J. DeStefano
                                   John J. DeStefano, President


                              /s/ Jeffrey W. King
                              Jeffrey W. King


                              /s/ James J. Hamilton
                              James J. Hamilton


                              /s/ William H. Posladek
                              William H. Posladek


                              /s/ Roger N. Daviston
                              Roger N. Daviston


                              J. Grant Huneycutt


                              /s/ Richard Dumont
                              Richard Dumont


                              /s/ Earl Houghton
                              Earl Houghton


                              /s/ Michael R. Davis
                              Michael R. Davis


                              /s/ William D. Meadows
                              William D. Meadows


                              /s/ Randy A. Edmonds
                              Randy A. Edmonds


                              /s/ Carlton A. Brown
                              Carlton A. Brown


                              /s/ Allan L. Holthaus
                              Allan L. Holthaus


                              /s/ Vickie A. Holthaus
                              Vickie A. Holthaus


                              /s/ Fred C. Holt
                              Fred C. Holt


                              /s/ Sue E. Holt
                              Sue E. Holt


                              /s/ Timothy E. Powers
                              Timothy E. Powers


                              /s/ Joe E. Lucas
                              Joe E. Lucas


                              COMPANY:


                              R.S. Andrews Enterprises, Inc.


                              By: /s/ R. S. Andrews
                              R. Stephen Andrews, Chief Executive
                              Officer

Exhibit c-21





              NEGOTIABLE PROMISSORY NOTE
$4, 113,163.00                   as of November 4,1994


              FOR VALUE RECEIVED, the undersigned
("Maker") hereby unconditionally promises to pay to the
order of NDH CAPITAL CORPORATION, a New York
corporation ("Payee") the amount of four million one
hundred thirteen thousand one hundred sixty three and
00/100 Dollars ($4,113,163.00) at the offices of the
Payee, or at such other place as the Payee may
designate in writing to the Maker. This amount shall be
payable in installments as follows:

               $300,000.00 on May 15, 1996
               $475,000.00 on May 15, 1997
               $565,000.00 on May 15, 1998
               $555,000.00 on May 15, 1999
               $545,000.00 on May 15, 2000
               $530,000.00 on May 15, 2001
               $495,000.00 on May 15, 2002
               $480,000.00 on May 15, 2003
               $168,163.00 on May 15, 2004

              This Note is secured by an assignment (as
set forth in a security Agreement between the Maker and
Payee) of certain Collateral (as such term is defined
in the Security Agreement between Payee and Maker) .and
may be negotiated, endorsed, assigned, transferred,
pledged, or hypothecated by Payee and shall constitute
a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred,
hypothecated and/or pledged, all references to Payee
shall apply to the holder, pledgee or transferee as if
names as original Payee under this Note.

              The Maker hereby waives presentment,
demand for payment, notice of dishonor, notice of
protest, and protest, and all other notices or demands
in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this
instrument.

              The obligation to make payments to the
Payee hereunder is absolute and unconditional and the
rights of said Payee shall not be subject to any
defense, set-off, counterclaim or recoupment which the
Maker may have against any person or entity, including,
but not limited to the Payee.

              Any of the following shall constitute an
Event of Default ("Event of Default") hereunder: (a)
the Maker shall fail to make any payment due hereunder
as and when due and such failure shall continue for one
day following Maker's receipt of notice thereof; (b)
the Maker has made any material misrepresentation in or
with respect to, or has breached or does breach any
provision of, the Security Agreement or any other
document or instrument delivered to Payee, which
misrepresentation or breach is not cured to Payee's or
any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the
Maker shall become insolvent or any proceeding shall be
instituted by the Maker seeking relief on its behalf as
a debtor, or to adjudicate it a bankrupt, or insolvent,
or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee,
custodian or other similar official for it or any
substantial part of its property or the Maker shall
consent by answer or otherwise to the institution of
any such proceeding against it; (d) any proceeding is
instituted against the Maker seeking to have an order
for relief entered against it as debtor or to
adjudicate it a bankrupt or insolvent or seeking
reorganization, arrangement, adjustment or composition
of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or
seeking the appointment of a trustee, custodian or
other similar official for it or any. substantial part
of its property which either (i) results in any such
entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any
other order having a similar effect or (ii) remains
undismissed for a period of 60 days; (e) a receiver,
trustee or other custodian is appointed for any
substantial part of the Maker's assets; (f) any
assignment is made for the benefit of Maker's
creditors; or (g) any of the collateral delivered under
the Security Agreement is attached or distrained at any
time pursuant to any court order or other legal
process.

                 If an Event of Default shall occur by
reason of the failure of Maker to make any payment when
due hereunder on the due date, the Maker shall have the
right to cure such Event of Default by paying, on or
before the tenth day following the due date, the amount
that was due on the due date and interest accrued from
the due date at an annual rate equal to the lesser of
12% per annum and the highest amount permitted by
applicable law.

                 In addition, upon such Event of
Default, the Payee shall have the option to declare the
entire outstanding principal balance and all accrued
but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or
demand, all of which are expressly waived by the Maker
and shall have such other rights as set forth in the
Security Agreement. Notwithstanding the foregoing,
nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted
by law.

                 In the event that the Maker's limited
partnership interest in National Corporate Tax Credit
Fund III, a California Limited Partnership (the
"Partnership") is liquidated, the entire outstanding
principal balance and all accrued by unpaid interest on
this Note shall become due and payable, with out
presentment or notice or protest or demand, all of
which are expressly waived by the Maker, not later than
the later of (i) the last day of the Partnership's
taxable year in which such liquidation occurs and (ii)
90 days after the date of such liquidation.

                 Should this Note, or any part of the
indebtedness evidenced hereby, be collected by law or
through an attorney-at-law, the Payee shall be entitled
to collect all costs of collection, including but not
limited to, reasonable attorneys' fees.

                 All or any portion of this Note may be
prepaid by the Maker without prepayment premium or
penalty, provided that the amount due under this Note
is paid without discount or setoff.

                 This Note shall be construed and
enforced in accordance with the laws of the State of
Missouri. For any dispute arising under or relating to
this Note, the Maker hereby irrevocably submits to the
jurisdiction of the Courts, Federal or State, of the
State of Missouri.

                 WITNESS the execution hereof as of the
4th day of November, 1994.

               KLT INVESTMENTS INC.


               By:  /s/John J. DeStefano
                      Signature of Authorized Officer

                      John J. DeStefano. President
                      Name and Title of Authorized
                     Officer


            ACKNOWLEDGEMENT

            STATE OF MISSOURI)
                          )ss.
            COUNTY OF JACKSON)

                 On the 4th day of November, 1994
before me came John J. DeStefano to me known, being by
me duly sworn, did depose and say that he resides at
1201 Walnut, Kansas City, MO, 64106; that he is the
President of KLT Investments, Inc., the corporation
described in and which executed the foregoing
instrument; that he signed his name thereto by order of
the board of directors of said corporation.




                         /s/Janee C. Rosenthal
                      Notary Public

Exhibit c-22





              NEGOTIABLE PROMISSORY NOTE
$4,314,704.00                      as of June 30, 1995


              FOR VALUE RECEIVED, the undersigned
("Maker") hereby unconditionally promises to pay to the
order of NDH CAPITAL CORPORATION, a New York
corporation ("Payee") the amount of four million three
hundred fourteen thousand seven hundred four and 00/100
Dollars ($4,314,704.00) at the offices of the Payee, or
at such other place as the Payee may designate in
writing to the Maker. This amount shall be payable in
installments as follows:

               $535,000.00 on May 15, 1997
               $585,000.00 on May 15, 1998
               $565,000.00 on May 15, 1999
               $555,000.00 on May 15, 2000
               $540,000.00 on May 15, 2001
               $515,000.00 on May 15, 2002
               $500,000.00 on May 15, 2003
               $519,704.00 on May 15, 2004

              This Note is secured by an assignment (as
set forth in a Security Agreement between the Maker and
Payee) of certain Collateral (as such term is defined
in the Security Agreement between Payee and Maker) and
may be negotiated, endorsed, assigned, transferred,
pledged, or hypothecated by Payee and shall constitute
a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred,
hypothecated and/or pledged, all references to Payee
shall apply to the holder, pledgee or transferee as if
named as original Payee under this Note.

              The Maker hereby waives presentment,
demand for payment, notice of dishonor, notice of
protest, and protest, and all other notices or demands
in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this
instrument.

              The obligation to make payments to the
Payee hereunder is absolute and unconditional and the
rights of said Payee shall not be subject to any
defense, set-off, counterclaim or recoupment which the
Maker may have against any person or entity, including,
but not limited to the Payee.

              Any of the following shall constitute an
Event of Default ("Event of Default") hereunder: (a)
the Maker shall fail to make any payment due hereunder
as and when due and such failure shall continue for one
day following Maker's receipt of notice thereof; (b)
the Maker has made any material misrepresentation in or
with respect to, or has breached or does breach any
provision of, the security Agreement or any other
document or instrument delivered to Payee, which
misrepresentation or breach is not cured to Payee's or
any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the
Maker shall become insolvent or any proceeding shall be
instituted by the Maker seeking relief on its behalf as
a debtor, or to adjudicate it a bankrupt, or insolvent,
or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee,
custodian or other similar official for it or any
substantial part of its property or the Maker shall
consent by answer or otherwise to the institution of
any such proceeding against it; (d) any proceeding is
instituted against the Maker seeking to have an order
for relief entered against it as debtor or to
adjudicate it a bankrupt or insolvent or seeking
reorganization, arrangement, adjustment or composition
of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or
seeking the appointment of a trustee, custodian or
other similar official for it or any substantial part
of its property which either (i) results in any such
entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any
other order having a similar effect or (ii) remains
undismissed for a period of 60 days; (e) a receiver,
trustee or other custodian is appointed for any
substantial part of the Maker's assets; (f) any
assignment is made for the benefit of Maker's
creditors; or (g) any of the collateral delivered under
the Security Agreement is attached or distrained at any
time pursuant to any court order or other legal
process.

              If an Event of Default shall occur by
reason of the failure of Maker to make any payment when
due hereunder on the due date, the Maker shall have the
right to cure such Event of Default by paying, on or
before the tenth day following the due date, the amount
that was due on the due date and interest accrued from
the due date at an annual rate equal to the lesser of
12% per annum and the highest amount permitted by
applicable law.

              In addition, upon such Event of Default,
the Payee shall have the option to declare the entire
outstanding principal balance and all accrued but
unpaid interest on this Note immediately due and
payable without presentment or protest or notice or
demand, all of which are expressly waived by the Maker
and shall have such other rights as set forth in the
Security Agreement. Notwithstanding the foregoing,
nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted
by law.

              In the event that the Maker's limited
partnership interest in National Corporate Tax Credit
Fund III, a California Limited Partnership (the
"Partnership") is liquidated, the entire outstanding
principal balance and all accrued by unpaid interest on
this Note shall become due and payable, with out
presentment or notice or protest or demand, all of
which are expressly waived by the Maker, not later than
the later of (i) the last day of the Partnership's
taxable year in which such liquidation occurs and (ii)
90 days after the date of such liquidation.

              Should this Note, or any part of the
indebtedness evidenced hereby, be collected by law or
through an attorney-at-law, the Payee shall be entitled
to collect all costs of collection, including but not
limited to, reasonable attorneys' fees.

              All or any portion of this Note may be
prepaid by the Maker without prepayment premium or
penalty, provided that the amount due under this Note
is paid without discount or setoff.

              This Note shall be construed and enforced
in accordance with the laws of the State of Missouri.
For any dispute arising under or relating to this Note,
the Maker hereby irrevocably submits to the
jurisdiction of the Courts, Federal or State, of the
State of Missouri.

             WITNESS the execution hereof as of the
30th day of June, 1995.

               KLT INVESTMENTS INC.


               By:/s/John J. DeStefano
               Signature of authorized officer

               John J. DeStefano, President
               Name and Title of Authorized Officer


ACKNOWLEDGEMENT

STATE OF MISSOURI)
                )ss.
COUNTY OF JACKSON)
              On the 4th day of November, 1994 before
me came John J. DeStefano to me known, being by me duly
sworn, did depose and say that he resides at 1201
Walnut , Kansas City , MO , 64106; that he is the
President of KLT Investments, Inc., the corporation
described in and which executed the foregoing
instrument; that he signed his name thereto by order of
the board of directors of said corporation.

               /s/Janee C. Rosenthal
               Notary Public

JANEE C. ROSENTHAL
Notary Public STATE OF MISSOURI
CLAY COUNTY
MY COMMISSION EXP. FEB 25, 1995

Exhibit c-23





              NEGOTIABLE PROMISSORY NOTE
$3,970,378.00                        November 3, 1994


              FOR VALUE RECEIVED, the undersigned
("Maker") hereby unconditionally promises to pay to the
order of CORPORATE CREDIT, INC., a New York Corporation
(together with its successors and assigns, the
"Payee"), the amount of Three Million Nine Hundred
Seventy Thousand Three Hundred Seventy-Eight and 00/100
Dollars ($3,970,378.00) at the offices of the Payee, or
at such other place as the Payee may designate in
writing to the Maker. This amount shall be payable in
installments as follows:

          $473,459.00 on May 15, 1996
          $565,294.00 on May 15, 1997
          $608,047.00 on May 15, 1998
          $587,349.00 on May 17, 1999
          $573,776.00 on May 15, 2000
          $551,043.00 on May 15, 2001
          $336,791.00 on May 15, 2002
          $274,619.90 on May 15, 2003

              This Note is secured by an assignment (as
set forth in a Security Agreement between the Maker and
Payee) of certain Collateral (as such term is defined
in the Security  Agreement between Payee and Maker) and
may be negotiated, endorsed, assigned, transferred,
pledged, or hypothecated by Payee and shall constitute
a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred,
hypothecated and/or pledged, all references to Payee
shall apply to the holder, pledgee or transferee as if
named as original Payee under this Note.

              The Maker hereby waives presentment,
demand for payment, notice or dishonor, notice of
protest, and protest, and all other notices or demands
in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this
instrument.

              The obligation to make payments to the
Payee hereunder is absolute and unconditional and the
rights of said Payee shall not be subject to any
defense, set-off, counterclaim or recoupment which the
Maker may have against any person or entity, including,
but not limited to, the Payee. If this Note is held by
a commercial bank or a lending or financing
institution, such holder, its successor, assigns and
endorsees, shall in all respects be deemed a holder-in-
due course, and the Maker expressly waives any rights
it may have to assert that such holder or subsequent
holder is not a holder-in-due course.

              Any of the following shall constitute an
Event of Default ("Event of Default") hereunder: (a)
the Maker shall fail to make any payment due hereunder
as and when due and such failure shall continue for one
day following Maker's receipt of notice thereof; (b)
the Maker has made any material misrepresentation in or
with respect to, or has breached or does breach any
provision of, the Security Agreement or any other
document or instrument delivered to Payee, which
misrepresentation or breach is not cured to Payee's or
any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the
Maker shall become insolvent or any proceeding shall be
instituted by the Maker seeking relief on its behalf as
a debtor, or to adjudicate it a bankrupt, or insolvent,
or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a receiver,
trustee, custodian or other similar official for it or
any substantial part of its property or the Maker shall
consent by answer or otherwise to the institution of
any such proceeding against it; (d) any proceeding is
instituted against the Maker seeking to have an order
for relief entered against it as debtor or to
adjudicate it a bankrupt or insolvent or seeking
reorganization, arrangement, adjustment or composition
of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or
seeking the appointment of a receiver, trustee,
custodian or other similar official for it or any
substantial part of its property which either (i)
results in any such entry of an order for relief,
adjudication or bankruptcy or insolvency or issuance or
entry of any other order having a similar effect or
(ii) remains undismissed for a period of 60 days; (e) a
receiver, trustee or other custodian is appointed for
any substantial part of the Maker's assets; (if) any
assignment is made for the benefit of Maker's
creditors; or (g) any of the collateral delivered under
the Security Agreement is attached or distrained at any
time pursuant to any court order or other legal
process.

              If an Event of Default shall occur by
reason of the failure of Maker to make any payment when
due hereunder on the due date, the Maker shall have the
right to cure such Event of Default by paying, on or
before the tenth day following the due date the amount
that was due on the due date and interest accrued from
the due date at an annual rate equal to the lesser of
12% per annum and the highest amount permitted by
applicable law.

              In addition, upon such event of Default,
the Payee shall have the option to declare the entire
outstanding principal balance and all accrued but
unpaid interest on this Note immediately due and
payable without presentment or protest or notice or
demand, all of which are expressly waived by the Maker
and shall have such other rights as set forth in the
Security Agreement. Notwithstanding the foregoing,
nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted
by law.


              In the event that the Maker's limited
partnership interest in Columbia Housing Partners
Corporate Tax Credit III Limited Partnership (the
"Partnership") is liquidated, the entire outstanding
principal balance and all accrued by unpaid interest on
this Note shall become due and payable, without
presentment or notice or protest or demand, all of
which are expressly waived by the Maker, not later than
the later of (i) the last day of the partnership's
taxable year in which such liquidation occurs and (ii)
90 days after the date of such liquidation.

              Should this Note, or any part of the
indebtedness evidenced hereby, be collected by law or
through an attorney-at-law, the Payee shall be entitled
to collect all costs of collection, including but not
limited to, reasonable attorneys' fees

              All or any portion of this Note may be
prepaid by the Maker without prepayment premium or
penalty, provided that the amount due under the Note is
paid without discount or set-off.

              This Note shall be construed and enforced
in accordance with the laws of the State of Missouri.
For any dispute arising under or relating to this Note,
the Maker hereby irrevocably submits to the
jurisdiction of the Courts, Federal or State, of the
State of Missouri

              WITNESS the execution hereof as of the
3rd day of November, 1994.

               KLT INVESTMENTS INC.


               By:/s/John J. DeStefano
               Signature or Authorized Officer

               John J. DeStefano, President
                  Name and Title of Authorized Officer

               By:/s/Janee C. Rosenthal
               Signature of other Authority Officer
               (If necessary)

               Janee C. Rosenthal, Corp. Secretary
&Treasurer
               Name and Title of Authorized Officer






         ACKNOWLEDGEMENT

         STATE OF MISSOURI )
                          ) ss:
         COUNTY OF JACKSON )

              On the 3rd day of November , 1994, before
me came John J. DeStefano to me known, being by me duly
sworn, who did depose and say that he resides at 1201
Walnut, Kansas City, Missouri 64106; that he is the
President of KLT Investments, Inc., the corporation
described in and which executed the foregoing
instrument; that he signed his name thereto by order of
the board of directors of said corporation.

               /s/Janee C. Rosenthal
               Notary Public

Janee C. Rosenthal
NOTARY PUBLIC STATE OF MISSOURI
CLAY COUNTY
MY COMMISSION EXP. FEB 25, 1995

Exhibit c-24








	         NEGOTIABLE PROMISSORY NOTE
$4,180,451.00		                   April 1, 1995


                FOR VALUE RECEIVED, the undersigned ("Maker")
hereby unconditionally promises to pay to the order of CORPORATE
CREDIT, INC., a New York Corporation (together with its
successors and assigns, the "Payee"), the amount of Four Million
One Hundred Eighty Thousand Four Hundred Fifty- One and 00/100
Dollars ($4,180,451.00) at the offices of the Payee, or at such
other place as the Payee may designate in writing to the Maker.
This amount shall be payable in installments as follows:

	      $ 65,000.00 on May 15, 1996
	      $549,507.00 on May 15, 1997
	      $591,066.00 on May 15, 1998
	      $570,946.00 on May 17, 1999
	      $557,753.00 on May 15, 2000
	      $535,654.00 on May 15, 2001
	      $621,800.00 on May 15, 2002
	      $688,725.00 on May 15, 2003

                This Note is secured by an assignment (as set
forth in a Security Agreement between the Maker and Payee) of
certain Collateral (as such term is defined in the Security
Agreement between Payee and Maker) and may be negotiated,
endorsed, assigned, transferred, pledged, or hypothecated by
Payee and shall constitute a negotiable instrument. In the event
that this Note is negotiated, endorsed, assigned, transferred,
hypothecated and/or pledged, all references to Payee shall apply
to the holder, pledgee or transferee as if named as original
Payee under this Note.


                The Maker hereby waives presentment, demand for
payment, notice or dishonor, notice of protest, and protest, and
all other notices or demands in connection with the delivery,
acceptance, performance, default, endorsement or guaranty of this
instrument.

                The obligation to make payments to the Payee
hereunder is absolute and unconditional and the rights of said
Payee shall not be subject to any defense, set-off, counterclaim
or recoupment which the Maker may have against any person or
entity, including, but not limited to, the Payee. If this Note is
held by a commercial bank or a lending or financing institution,
such holder, its successor, assigns and endorsees, shall in all
respects be deemed a holder-in-due course, and the Maker
expressly waives any rights it may have to assert that such
holder or subsequent holder is not a holder-in-due course.

         Any of the following shall constitute an Event of
Default ("Event of Default") hereunder: (a) the Maker shall fail
to make any payment due hereunder as and when due and such
failure shall continue for one day following Maker's receipt of
notice thereof; (b) the Maker has made any material
misrepresentation in or with respect to, or has breached or does
breach any provision of, the Security Agreement or any other
document or instrument delivered to Payee, which
misrepresentation or breach is not cured to Payee's or any
successor's or assign's complete satisfaction 10 days after
notice to the Maker by the Payee; (c) the Maker shall become
insolvent or any proceeding shall be instituted by the Maker
seeking relief on its behalf as a debtor, or to adjudicate it a
bankrupt, or insolvent, or seeking reorganization, arrangement,
adjustment or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the appointment of a receiver, trustee, custodian or
other similar official for it or any substantial part of its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (d) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a
bankrupt or insolvent or seeking reorganization, arrangement,
adjustment or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the appointment of a receiver, trustee, custodian or
other similar official for it or any substantial part of its
property which either (i) results in any such entry of an order
for relief, adjudication or bankruptcy or insolvency or issuance
or entry of any other order having a similar effect or (ii)
remains undismissed for a period of 60 days; (e) a receiver,
trustee or other custodian is appointed for any substantial part
of the Maker's assets; (f) any assignment is made for the benefit
of Maker's creditors; or (g) any of the collateral delivered
under the Security Agreement is attached or distrained at any
time pursuant to any court order or other legal process.

                If an Event of Default shall occur by reason of
the failure of Maker to make any payment when due hereunder on
the due date, the Maker shall have the right to cure such Event
of Default by paying, on or before the tenth day following the
due date the amount that was due on the due date and interest
accrued from the due date at an annual rate equal to the lesser
of 12% per annum and the highest amount permitted by applicable
law.

                In addition, upon such event of Default, the
Payee shall have the option to declare the entire outstanding
principal balance and all accrued but unpaid interest on this
Note immediately due and payable without presentment or protest
or notice or demand, all of which are expressly waived by the
Maker and shall have such other rights as set forth in the
Security Agreement. Notwithstanding the foregoing, nothing herein
is intended to result in interest being charged which would
exceed the maximum rate permitted by law.

               In the event that the Maker's limited partnership
interest in Columbia Housing Partners Corporate Tax Credit III
Limited Partnership (the "Partnership") is liquidated, the entire
outstanding principal balance and all accrued by unpaid interest
on this Note shall become due and payable, without presentment or
notice or protest or demand, all of which are expressly waived by
the Maker, not later than the later of (i) the last day of the
partnership's taxable year in which such liquidation occurs and
(ii) 90 days after the date of such liquidation.

               Should this Note, or any part of the indebtedness
evidenced hereby, be collected by law or through an attorney-at-
law, the Payee shall be entitled to collect all costs of
collection, including but not limited to, reasonable attorneys'
fees.
               All or any portion of this Note may be prepaid by
the Maker without prepayment premium or penalty, provided that
the amount due under the Note is paid without discount or set-
off.

               This Note shall be construed and enforced in
accordance with the laws of the State of Missouri. For any
dispute arising under or relating to this Note, the Maker hereby
irrevocably submits to the jurisdiction of the Courts, Federal or
State, of the State of Missouri.

              WITNESS the execution hereof as of the 3rd day of
November, 1994.

			KLT INVESTMENTS INC.

			By:/s/John J. DeStefano
			Signature or Authorized Officer

			John J. DeStefano, President
			Name and Title of Authorized Officer

		By:/s/Janee C. Rosenthal
			Signature of other Authority Officer
			(If necessary)

		Janee C. Rosenthal, Corp. Secretary and
Treasurer
         		Name and Title of Authorized Officer




ACKNOWLEDGEMENT

STATE OF MISSOURI )
		      )ss:
COUNTY OF JACKSON )

              On the 3rd day of November, 1994, before me came
John J. DeStefano to me known, being by me duly sworn, who did
depose and say that he resides at 1201 Walnut, Kansas City,
Missouri 64106; that he is the President of KLT Investments,
Inc., the corporation described in and which executed the
foregoing instrument; that he signed his name thereto by order of
the board of directors of said corporation.

			/s/Janee C. Rosenthal
Notary Public

JANEE C. ROSENTHAL
NOTARY PUBLIC STATE OF MISSOURI
CLAY COUNTY
MY COMMISSION EXP. FEB 25, 1995

Exhibit c-25





	         NEGOTIABLE PROMISSORY NOTE
$3,955,768.00		                 October 1, 1995


               FOR VALUE RECEIVED, the undersigned ("Maker")
hereby unconditionally promises to pay to the order of CORPORATE
CREDIT, INC., a New York Corporation (together with its
successors and assigns, the "Payee"), the amount of Three Million
Nine Hundred Fifty-Five Thousand Seven Hundred Sixty-Eight and
00/100 Dollars ($3,955,768.00) at the offices of the Payee, or at
such other place as the Payee may designate in writing to the
Maker. This amount shall be payable in installments as follows:

	      $154,950.00 on May 15, 1996
	      $529,378.00 on May 15, 1997
	      $569,416.00 on May 15, 1998
	      $550,033.00 on May 17, 1999
	      $537,323.00 on May 15, 2000
	      $516,033.00 on May 15, 2001
	      $502,687.00 on May 15, 2002
	      $595,948.00 on May 15, 2003

               This Note is secured by an assignment (as set
forth in a Security Agreement between the Maker and Payee) of
certain Collateral (as such term is defined in the Security
Agreement between Payee and Maker) and may be negotiated,
endorsed, assigned, transferred, pledged, or hypothecated by
Payee and shall constitute a negotiable instrument. In the event
that this Note is negotiated, endorsed, assigned, transferred,
hypothecated and/or pledged, all references to Payee shall apply
to the holder, pledgee or transferee as if named as original
Payee under this Note.

               The Maker hereby waives presentment, demand for
payment, notice or dishonor, notice of protest, and protest, and
all other notices or demands in connection with the delivery,
acceptance, performance, default, endorsement or guaranty of this
instrument.

               The obligation to make payments to the Payee
hereunder is absolute and unconditional and the rights of said
Payee shall not be subject to any defense, set-off, counterclaim
or recoupment which the Maker may have against any person or
entity, including, but not limited to, the Payee. If this Note is
held by a commercial bank or a lending or financing institution,
such holder, its successor, assigns and endorsees, shall in all
respects be deemed a holder-in-due course, and the Maker
expressly waives any rights it may have to assert that such
holder or subsequent holder is not a holder-in-due course.


         Any of the following shall constitute an Event of
Default ("Event of Default") hereunder: (a) the Maker shall fail
to make any payment due hereunder as and when due and such
failure shall continue for one day following Maker's receipt of
notice thereof; (b) the Maker has made any material
misrepresentation in or with respect to, or has breached or does
breach any provision of, the Security Agreement or any other
document or instrument delivered to Payee, which
misrepresentation or breach is not cured to Payee's or any
successor's or assign's complete satisfaction 10 days after
notice to the Maker by the Payee; (c) the Maker shall become
insolvent or any proceeding shall be instituted by the Maker
seeking relief on its behalf as a debtor, or to adjudicate it a
bankrupt, or insolvent, or seeking reorganization, arrangement,
adjustment or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the appointment of a receiver, trustee, custodian or
other similar official for it or any substantial part of its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (d) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a
bankrupt or insolvent or seeking reorganization, arrangement,
adjustment or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the appointment of a receiver, trustee, custodian or
other similar official for it or any substantial part of its
property which either (i) results in any such entry of an order
for relief, adjudication or bankruptcy or insolvency or issuance
or entry of any other order having a similar effect or (ii)
remains undismissed for a period of 60 days; (e) a receiver,
trustee or other custodian is appointed for any substantial part
of the Maker's assets; (f) any assignment is made for the benefit
of Maker's creditors; or (g) any of the collateral delivered
under the Security Agreement is attached or distrained at any
time pursuant to any court order or other legal process.

               If an Event of Default shall occur by reason of
the failure of Maker to make any payment when due hereunder on
the due date, the Maker shall have the right to cure such Event
of Default by paying, on or before the tenth day following the
due date the amount that was due on the due date and interest
accrued from the due date at an annual rate equal to the lesser
of 12% per annum and the highest amount permitted by applicable
law.

               In addition, upon such event of Default, the Payee
shall have the option to declare the entire outstanding principal
balance and all accrued but unpaid interest on this Note
immediately due and payable without presentment or protest or
notice or demand, all of which are expressly waived by the Maker
and shall have such other rights as set forth in the Security
Agreement. Notwithstanding the foregoing, nothing herein is
intended to result in interest being charged which would exceed
the maximum rate permitted by law.

               In the event that the Maker's limited partnership
interest in Columbia Housing Partners Corporate Tax Credit III
Limited Partnership (the "Partnership") is liquidated, the entire
outstanding principal balance and all accrued by unpaid interest
on this Note shall become due and payable, without presentment or
notice or protest or demand, all of which are expressly waived by
the Maker, not later than the later of (i) the last day of the
partnership's taxable year in which such liquidation occurs and
(ii) 90 days after the date of such liquidation.

               Should this Note, or any part of the indebtedness
evidenced hereby, be collected by law or through an attorney-at-
law, the Payee shall be entitled to collect all costs of
collection, including but not limited to, reasonable attorneys'
fees.

               All or any portion of this Note may be prepaid by
the Maker without prepayment premium or penalty, provided that
the amount due under the Note is paid without discount or set-
off.

               This Note shall be construed and enforced in
accordance with the laws of the State of Missouri. For any
dispute arising under or relating to this Note, the Maker hereby
irrevocably submits to the jurisdiction of the Courts, Federal or
State, of the State of Missouri

               WITNESS the execution hereof as of the 3rd day of
November, 1994.

			KLT INVESTMENTS INC.


			By:/s/John J. DeStefano
			Signature of Authorized Officer

			John J. DeStefano, President
			Name and Title of Authorized Officer

			By:/s/Janee C. Rosenthal
			Signature of other Authority Officer
			(If necessary)

			Janee C. Rosenthal, Corp. Secretary & Treasurer
			Name and Title of Authorized Officer




ACKNOWLEDGEMENT

STATE OF MISSOURI )
		      )ss:
COUNTY OF JACKSON )

                On the 3rd day of November, 1994, before me came
John J. DeStefano to me known, being by me duly sworn, who did
depose and say that he resides at 1201 Walnut, Kansas City,
Missouri 64106; that he is the President of KLT Investments,
Inc., the corporation described in and which executed the
foregoing instrument; that he signed his name thereto by order of
the board of directors of said corporation.

			/s/Janee C. Rosenthal
			Notary Public

JANEE C. ROSENTHAL
NOTARY PUBLIC STATE OF MISSOURI
CLAY COUNTY
MY COMMISSION EXP. FEB 25, 1995

                                                      Exhibit C-26


                    NEGOTIABLE PROMISSORY NOTE

$6,159,643.00                      as of December 9, 1994


     FOR VALUE RECEIVED, the undersigned ("Maker") hereby
unconditionally promises to pay to the order of NDH CAPITAL
CORPORATION, a New York corporation ("Payee") the amount of six
million one hundred fifty nine thousand six hundred forty three
and 00/100 Dollars ($6,159,643.00) at the offices of the Payee, or
at such other place as the Payee may designate in writing to the
Maker.  This amount shall be payable in installments as follows:

          $765,000.00 on May 15, 1996
          $875,000.00 on May 15, 1997
          $855,000.00 on May 15, 1998
          $820,000.00 on May 15, 1999
          $795,000.00 on May 15, 2000
          $760,000.00 on May 15, 2001
          $730,000.00 on May 15, 2002
          $559,643.00 on May 15, 2003

     This Note is secured by an assignment (as set forth in a
Security Agreement between the Maker and Payee) of certain
Collateral (as such term is defined in the Security Agreement
between Payee and Maker) and may be negotiated, endorsed,
assigned, transferred, pledged, or hypothecated by Payee and shall
constitute a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred, hypothecated and/or
pledged, all references to Payee shall apply to the holder,
pledgee or transferee as if named as original Payee under this
Note.

     The Maker hereby waives presentment, demand for payment,
notice of dishonor, notice of protest, and protest, and all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this instrument.

     The obligation to make payments to the Payee hereunder is
absolute and unconditional and the rights of said Payee shall not
be subject to any .defense, set-off, counterclaim or recoupment
which the Maker may have against any person or entity, including,
but not limited to the Payee.

     Any of the following shall constitute an Event of Default
("Event of Default") hereunder: (a) the Maker shall fail to make
any payment due hereunder as and when due and such failure shall
continue for one day following Maker's receipt of notice thereof;
(b) the Maker has made any material misrepresentation in or with
respect to, or has breached or does breach any provision of, the
Security Agreement or any other document or instrument delivered
to Payee, which misrepresentation or breach is not cured to
Payee's or any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the Maker shall
become insolvent or any proceeding shall be instituted by the
Maker seeking relief on its behalf as a debtor, or to adjudicate
it a bankrupt, or insolvent, or seeking reorganization,
arrangement, adjustment or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee, custodian or
other similar official for it or any substantial part of its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (d.) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the
appointment of a trustee, custodian or other similar official for
it or any substantial part of its property which either (i)
results in any such entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any other order
having a similar effect or (ii) remains undismissed for a period
of 60 days; (e) a receiver, trustee or other custodian is
appointed for any substantial part of the Maker's assets; (f) any
assignment is made for the benefit of Maker's creditors; or (g)
any of the collateral delivered under the Security Agreement is
attached or distrained at any time pursuant to any court order or
other legal process.

     If an Event of Default shall occur by reason of the failure
of Maker  to make any parent when due hereunder on he due date,
the Maker shall have the right to cure such Event of Default by
paying, on or before the tenth day following the due date, the
amount that was due on the due date and interest accrued from the
due date at an annual rate equal to the lesser of 12% per annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all accrued but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or demand, all of
which are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
Boston Financial Institutional Tax Credits IV, A Limited
Partnership (the "Partnership") is liquidated, the entire
outstanding principal balance and all accrued by unpaid interest
on this Note shall become due and payable, with out presentment or
notice or protest or demand, all of which are expressly waived by
the Maker, not later than the later of (i) the last day of the
partnership's taxable year in which such liquidation occurs and
(ii) 90 days after the date of such liquidation.

     Should this Note, or any part of the indebtedness evidenced
hereby, be collected by law or through an attorney-at-law, the
Payee shall be entitled to collect all costs of collection,
including but not limited to, reasonable attorneys' fees.

     All or any portion of this Note may be prepaid by the Maker
without prepayment premium or penalty, provided that the amount
due under this Note is paid without discount or setoff.

     This Note shall be construed and enforced in accordance with
the laws of the State of Missouri. For any dispute arising under
or relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State of
Missouri.

     WITNESS the execution hereof as of the 9th day of December,
1994.

                         KLT INVESTMENTS INC.

                         By: /s/John J. DeStefano
                         Signature of Authorized Officer

                         John J. DeStefano, President
                         Name and Title of Authorized
                         Officer

ACKNOWLEDGEMENT

STATE OF MISSOURI         )
                          )  ss.
COUNTY OF JACKSON         )

     On the 9th day of December, 1994 before me came John J.
DeStefano to me known, being by me duly sworn, did depose and say
that he resides at 1201 Walnut, Kansas City, MO, 64106; that he is
the president of KLT Investments, Inc., the corporation described
in and which executed the foregoing instrument; that he signed his
name thereto by order of the board of directors of said
corporation.


                                   /s/Janee C. Rosenthal
                                   Notary public

                                                      Exhibit C-27

                    NEGOTIABLE PROMISSORY NOTE

$2,090 419.00                           as of March 30, 1999

     FOR VALUE RECEIVED, the undersigned ("Maker") hereby
unconditionally promises to pay to the order of NDH CAPITAL
CORPORATION, a New York corporation ("Payee") the amount of two
million ninety thousand four hundred nineteen and 00/100
$2,090,419.00) at the offices of the Payee, or at such other place
as the Payee may designate in writing to the Maker. This amount
shall be payable in installments as follows:

                    $160,000.00 on October 1, 2000
                    $320,000.00 on October 1, 2001
                    $320,000.00 on October 1, 2002
                    $320,000.00 on October 1, 2003
                    $320,000.00 on October 1, 2004
                    $320,000.00 on October 1, 2005
                    $330,419.00 on October 1, 2006

     This Note is secured by an assignment (as set forth in a
Security Agreement between the Maker and Payee date of even date
herewith (the "Security Agreement")) of certain Collateral (as
such term is defined in the Security Agreement) and may be
negotiated, endorsed, assigned, transferred, pledged, or
hypothecated by Payee and shall constitute a negotiable
instrument. In the event that this Note is negotiated, endorsed,
assigned, transferred, hypothecated and/or pledged, all references
to Payee shall apply to the holder, pledgee or transferee as if
named as original Payee under this Note.

     The Maker hereby waives presentment, demand for payment,
notice of dishonor, notice of protest, and protest, and all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this instrument.

     The obligation to make payments to the Payee hereunder is
absolute and unconditional and the rights of said Payee shall not
be subject to any defense, set-off, counterclaim or recoupment
which the Maker may have against any person or entity, including,
but not limited to the Payee.

     Any of the following shall constitute an Event of Default
("Event-of Default") hereunder: (a)-the-Maker shall fail to make
any payment due hereunder as and when due and such failure shall
continue for one day following Maker's receipt of notice thereof;
(b) the Maker has made any material misrepresentation in or with
respect to, or has breached or does breach any provision of, the
Security Agreement or any other document or instrument delivered
to Payee, which misrepresentation or breach is not cured to
Payee's or any successors's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the Maker shall
become insolvent or any proceeding shall be instituted by the
Maker seeking relief on its behalf as a debtor, or to adjudicate
it a bankrupt, or insolvent, or seeking reorganization,
arrangement, adjustment or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee, custodian or
other similar official for it or any substantial part of its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (ci) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the
appointment of a trustee, custodian or other similar official for
it or any substantial part of its property which either (i)
results in any such entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any other order
having a similar effect or (ii) remains undismissed for a period
of 60 days; (e) a receiver, trustee or other custodian is
appointed for any substantial part of the Maker's assets; (f) any
assignment is made for the benefit of Maker's creditors; or (g)
any of the Collateral delivered under the Security Agreement is
attached or distrained at any time pursuant to any court order or
other legal process.

     If an Event of Default shall occur by reason of the failure
of Maker to make any payment when due hereunder on the due date,
the Maker shall have the right to cure such Event of Default by
paying, on or before the tenth day following the due date, the
amount that was due on the due date and interest accrued from the
due date at an annual rate equal to the lesser of 12% per annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all accrued but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or demand, all of
which are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's member interest in BOSTON
FINANCIAL MISSOURI TAX CREDITS FUND I, LLC (the "LLC") is
liquidated, the entire outstanding principal balance and all
accrued but unpaid interest on this Note shall become due and
payable, with out presentment or notice or protest or demand, all
of which are expressly waived by the Maker, riot later than the
later of (i) the last day of the LLC's taxable year in which such
liquidation occurs and (ii) 90 days after the date of such
liquidation.

     Should this Note, or any part of the indebtedness evidenced
hereby, be collected by law or through an attorney-at-law, the
Payee shall be entitled to collect all costs of collection,
including but not limited to, reasonable attorneys' fees.

     All or any portion of this Note may be prepaid by the Maker
without prepayment premium or penalty, provided that the amount
due under this Note is paid without discount or setoff.

     This Note shall be construed and enforced in accordance with
the laws of the State of Missouri. For any dispute arising under
or relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State of
Missouri.

     WITNESS the execution hereof as of the 30th day of March,
1999.

                         KLT INVESTMENTS INC.

                         By:  /s/John J. DeStefano
                         John J. DeStefano, President

ACKNOWLEDGMENT

STATE OF MISSOURI           )
                            )  ss.
COUNTY OF CLAY              )

     On the 29th day of March, 1999 before me came John J.
DeStefano to me known, being by me duly sworn, did depose and say
that he resides at 1201 Walnut, Kansas City, MO, 64105; that he is
the President of KLT Investments Inc., the corporation described
in and which executed the foregoing instrument; that he signed his
name thereto by order of the board of directors of said
corporation.

                         /s/VICKIE L FLORES
                         Notary Public

                                                      Exhibit C-28

                    NEGOTIABLE PROMISSORY NOTE


$3,863,290.00                                August 18, 1995

FOR VALUE RECEIVED, the undersigned ("Maker") hereby
unconditionally promises to pay to the order of CORPORATE CREDIT,
INC., a New York Corporation (together with its successors and
assigns, the "Payee"), the amount of Three Million Eight Hundred
Sixty-Three Thousand Two Hundred Ninety and 00/100 Dollars
$3,863,290.00) at the offices of the Payee, or at such other place
as the Payee may designate in writing to the Maker. This amount
shall be payable in installments as follows:

               $ 90,292.00 on May 15, 1996
               $417,134.00 on May 15, 1997
               $591,877.00 on May 15, 1998
               $570,088.00 on May 17, 1999
               $551,466.00 on May 15, 2000
               $537,788.00 on May 15, 2001
               $523,796.00 on May 15, 2002
               $505,790.00 on May 15, 2003
               $ 75,059.00 on May 17, 2004

     This Note is secured by an assignment (as set forth in a
Security Agreement between the Maker and Payee) of certain
Collateral (as such term is defined in the Security Agreement
between Payee and Maker) and may be negotiated, endorsed,
assigned, transferred, pledged, or hypothecated by Payee and shall
constitute a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred, hypothecated and/or
pledged, all references to Payee shall apply to the holder,
pledgee or transferee as if named as original Payee under this
Note.

     The Maker hereby waives presentment, demand for payment,
notice or dishonor, notice of protest, and protest, and all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this instrument.

     The obligation to make payments to the Payee hereunder is
absolute and unconditional and the rights of said Payee shall not
be subject to any defense, set-off, counterclaim or recoupment
which the Maker may have against any person or entity, including,
but not limited to, the Payee. If this Note is held by a
commercial bank or a lending or financing institution, such
holder, its successor, assigns and endorsees, shall in all
respects be deemed a holder-in-due course, and the Maker expressly
waives any rights it may have to assert that such holder or
subsequent holder is not a holder-in-due course.

     Any of the following shall constitute an Event of Default
"Event of Default") hereunder: (a) the Maker shall fail to make
any payment due hereunder as and when due and such failure shall
continue for one day following Maker's receipt of notice thereof;
(b) the Maker has made any material misrepresentation in or with
respect to, or has breached or does breach any provision of, the
Security Agreement or any other document or instrument delivered
to Payee, which misrepresentation or breach is not cured to
Payee's or any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the Maker shall
become insolvent or any proceeding shall be instituted by the
Maker seeking relief on its behalf as a debtor, or to adjudicate
it a bankrupt, or insolvent, or seeking reorganization,
arrangement, adjustment or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a receiver, trustee,
custodian or other similar official for it or any substantial part
of its property or the Maker shall consent by answer or otherwise
to the institution of any such proceeding against it; (d) any
proceeding is instituted against the Maker seeking to have an
order for relief entered against it as debtor or to adjudicate it
a bankrupt or insolvent or seeking reorganization, arrangement,
adjustment or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the appointment of a receiver, trustee, custodian or other
similar official for it or any substantial part of its property
which either (i) results in any such entry of an order for relief,
adjudication or bankruptcy or insolvency or issuance or entry of
any other order having a similar effect or (ii) remains
undismissed for a period of 60 days; (e) a receiver, trustee or
other custodian is appointed for any substantial part of the
Maker's assets; (f)any assignment is made far the benefit of
Maker's creditors; or (g) any of the collateral delivered under
the Security Agreement is attached or distrained at any time
pursuant to any court order or other legal process.

     If an Event of Default shall occur by reason of the failure
of Maker to make any payment when due hereunder on the due date,
the Maker shall have the right to cure such Event of Default by
paying, on or before the tenth day following the due date the
amount that was due on the due date and interest accrued from the
due date at an annual rate equal to the lesser of 12% per annum
and the highest amount permitted by applicable law.

     In addition, upon such event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all accrued but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or demand, all of
which are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
Corporations for Affordable Housing Limited Partnership (the
"Partnership") is liquidated, the entire outstanding principal
balance and all accrued by unpaid interest on this Note shall
become due and payable, without presentment or notice or protest
or demand, all of which are expressly waived by the Maker, not
later than the later of (i) the last day of the partnership's
taxable year in which such liquidation occurs and (ii) 90 days
after the date of such liquidation.

     Should this Note, or any part of the indebtedness evidenced
hereby, be collected by law or through an attorney-at-law, the
Payee shall be entitled to collect all costs of collection,
including but not limited to, reasonable attorneys' fees.

     All or any portion of this Note may be prepaid by the Maker
without prepayment premium or penalty, provided that the amount
due under the Note is paid without discount or set-off.

     This Note shall be construed and enforced in accordance with
the laws of the State of Missouri. For any dispute arising under
or relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State of
Missouri.

     WITNESS the execution hereof as of the 18th day of August
1995.

                         KLT INVESTMENTS INC.

                         By:  s/John J. DeStefano
                              Signature of Authorized Officer

                              John J. DeStefano, President
                              Name and Title of Authorized Officer

                         By:  _________________________________
                              Signature of other Authority Officer
                              (If necessary)

                              __________________________________
                              Name and Title of Authorized Officer

ACKNOWLEDGEMENT

STATE OF MISSOURI          )
                           ) ss:
COUNTY OF JACKSON          )

     On the 18th day of August, 1995, before me came John J.
DeStefano to me known, being by me duly sworn, who did depose and
say that he resides at 1201 Walnut, Kansas City MO 64106,; that he
is the President of KLT Investments, Inc., the corporation
described in and which executed the foregoing instrument; that he
signed his name thereto by order of the board of directors of said
corporation.

                                   /s/Janee C. Rosenthal
                                   Notary Public

                                                      Exhibit C-29

                    NEGOTIABLE PROMISSORY NOTE


$3,113,439.00                                as of July 1, 1995


     FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises
to pay to the order of NDH CAPITAL, a New York corporation
("Payee") the amount of three one hundred thirteen thousand four
hundred thirty nine and 00/100 Dollars ($3,113,439.00) at the
offices of the Payee, or at other place as the Payee may designate
in writing to the Maker. This amount shall be payable in
installments as follows:

                    $320,000.00 on May 15, 1997
                    $390,000.00 on May 15, 1998
                    $345,000.00 on May 15, 1999
                    $365,000.00 on May 15, 2000
                    $385,000.00 on May 15, 2001
                    $350,000.00 on May 15, 2002
                    $470,000.00 on May 15, 2003
                    $488,439.00 on May 15, 2004

     This Note is secured by an assignment (as set forth in a
Security Agreement between the Maker and Payee) of certain
Collateral (as such term is defined in the Security Agreement
between Payee and Maker) and may be negotiated, endorsed,
assigned, transferred, pledged, or hypothecated by Payee and shall
constitute a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred, hypothecated and/or
pledged, all references to Payee shall apply to the holder,
pledgee or transferee as if named as original Payee under this
Note.

     The Maker hereby waives presentment, demand for payment,
notice of dishonor, notice of protest, and protest, and all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this instrument.

     The obligation to make payments to the Payee hereunder is
absolute and unconditional and the rights of said Payee shall not
be subject to any defense, set-off, counterclaim or recoupment
which the Maker may have against any person or entity, including,
but not limited to the Payee.

     Any of the following shall constitute an Event of Default
("Event of Default") hereunder: (a) the Maker shall fail to make
any payment due hereunder as and when due and such failure shall
continue for one day following Maker's receipt of notice thereof;
(b) the Maker has made any material misrepresentation in or with
respect to, or has breached or does breach any provision of, the
Security Agreement or any other document or instrument delivered
to Payee, which misrepresentation or breach is not cured to
Payee's or any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the Maker shall
become insolvent or any proceeding shall be instituted by the
Maker seeking relief on its behalf as a debtor, or to adjudicate
it a bankrupt, or insolvent, or seeking reorganization,
arrangement, adjustment or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee, custodian or
other similar official for it or any substantial part off its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (d) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the
appointment of a trustee, custodian or other similar official for
it or any substantial part of its property which either (i)
results in any such entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any other order
having a similar effect or (ii) remains undismissed for a period
of 60 days; (e) a receiver, trustee or other custodian is
appointed for any substantial part of the Maker's assets; (f) any
assignment is made for the benefit of Maker's creditors; or (g)
any of the collateral delivered under the Security Agreement is
attached or distrained at any time pursuant to any court order or
other legal process.

     If an Event of Default shall occur by reason of the failure
of Maker to make any payment when due hereunder on the due date,
the Maker shall have the right to cure such Event of Default by
paying, on or before the tenth day following the due date, the
amount that was due on the due date and interest accrued from the
due date at an annual rate equal to the lesser of 12% per annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all accrued but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or demand, all of
which are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
U.S.A. Metropolitan Tax Credit Fund II, L.P. (the "Partnership")
is liquidated, the entire outstanding principal balance and all
accrued but unpaid interest on this Note shall become due and
payable, without presentment or notice or protest or demand, all
of which are expressly waived by the Maker, not later than the
later of (i) the last day of the Partnership's taxable year in
which such liquidation occurs and (ii) 90 days after the date of
such liquidation.

     Should this Note, or any part of the indebtedness evidenced
hereby, be collected by law or through an attorney-at-law, the
Payee shall be entitled to collect all costs of collection,
including but not limited to, reasonable attorneys' fees.

     All or any portion of this Note may be prepaid by the Maker
without prepayment premium or penalty, provided that the amount
due under this Note is paid without discount or setoff.

     This Note shall be construed and enforced in accordance with
the laws of the State of Missouri. For any dispute arising under
or relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State of
Missouri.

WITNESS the execution hereof as of the 1st day of July, 1995.


                              KLT INVESTMENTS INC.

                              By:/s/ John J. DeStefano
                              Signature of Authorized Officer

                              John J. DeStefano, President
                              Name and Title of Authorized Officer

ACKNOWLEDGEMENT

STATE OF MISSOURI   )
                    )    ss.
COUNTY OF JACKSON   )

     On the 25th day of October, 1994  before me came John J.
DeStefano to me known, being by me duly sworn, did depose and say
that he resides at 1201 Walnut, Kansas City , MO, 64106; that he
is the President of KLT Investments, Inc., the corporation
described in and which executed the foregoing instrument; that he
signed his name thereto by order of the board of directors of said
corporation.


                              /s/Janee C. Rosenthal
                              Notary Public

                                                      Exhibit C-30

                    NEGOTIABLE PROMISSORY NOTE
$5,318,971.00                                as of May 12, 1995


     FOR VALUE RECEIVED, the undersigned ("Maker") hereby
unconditionally promises to pay to the order of NDH CAPITAL
CORPORATION, a New York corporation ("Payee") the amount of five
million three hundred eighteen thousand nine hundred seventy one
and 00/100 Dollars ($5,318,971.00) at the offices of the Payee, or
at such other place as the Payee may designate in writing to the
Maker.  This amount shall be payable in installments as follows:

               $ 62,000.00 on May 15, 1996
               $600,000.00 on May 15, 1997
               $806,000.00 on May 15, 1998
               $790,000.00 on May 15, 1999
               $774,000.00 on May 15, 2000
               $759,000.00 on May 15, 2OOl
               $741,000.00 on May 15, 2002
               $722,000.00 on May 151 2003
               $ 64,971.00 on May 15, 2004

     This Note is secured by an assignment (as set forth in a
Security Agreement between the Maker and Payee) of certain
Collateral (as such term is defined in the Security Agreement
between Payee and Maker) and may be negotiated, endorsed,
assigned, transferred, pledged, or hypothecated by Payee and shall
constitute a negotiable instrument. In the event that this Note is
negotiated, endorsed, assigned, transferred, hypothecated and/or
pledged, all references to Payee shall apply to the holder,
pledgee or transferee as if named as original Payee under this
Note.

     The Maker hereby waives presentment, demand for payment,
notice of dishonor, notice of protest, and protest, and all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this instrument.

     The obligation to make payments to the Payee hereunder is
absolute and unconditional and the rights of said Payee shall not
be subject to any defense, set-off, counterclaim or recoupment
which the Maker may have against any person or entity, including,
but not limited to the Payee.

     Any of the following shall constitute an Event of Default
("Event of Default") hereunder: (a) the Maker shall fail to make
any payment due hereunder as and when due and such failure shall
continue for one day following Maker's receipt of notice thereof;
(b) the Maker has made any material misrepresentation in or with
respect to, or has breached or does breach any provision of, the
Security Agreement or any other document or instrument delivered
to Payee, which misrepresentation or breach is not cured to
Payee's or any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the Maker shall
become insolvent or any proceeding shall be instituted by the
Maker seeking relief on its behalf as a debtor, or to adjudicate
it a bankrupt, or insolvent, or seeking reorganization,
arrangement, adjustment or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee, custodian or
other similar official for it or any substantial part of its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (d) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the
appointment at a trustee, custodian or other similar official for
it or any substantial part of its property which either (i)
results in any such entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any other order
having a similar effect or (ii) remains undismissed for a period
of 60 days; (e) a receiver, trustee or other custodian is
appointed for any substantial part of the Maker's assets; (f) any
assignment is made for the benefit of Maker's creditors; or (g)
any of the collateral delivered under the Security Agreement is
attached or distrained at any time pursuant to any court order or
other legal process.

     If an Event of Default shall occur by reason of the failure
of Maker to make any payment when due hereunder on he due date,
the Maker shall have the right to cure such Event of Default by
paying, on or before the tenth day following the due date, the
amount that was due on the due date and interest accrued from the
due date at an annual rate equal to the lesser of 12% per annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all accrued but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or demand, all of
which are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
NHT III Tax Credit Fund, L.P. (the "Partnership") is liquidated,
the entire outstanding principal balance and all accrued but
unpaid interest on this Note shall become due and payable, without
presentment or notice or protest or demand, all of which are
expressly waived by the Maker, not later than the later of (i) the
last day of the Partnership's taxable year in which such
liquidation: occurs arid (ii) 90 days after the date of such
liquidation.

     Should this Note, or any part of the indebtedness evidenced
hereby, be collected by law or through an attorney-at-law, the
Payee shall be entitled to collect all costs of collection,
including but not limited to, reasonable attorneys' fees.

     All or any portion of this Note may be prepaid by the Maker
without prepayment premium or penalty, provided that the amount
due under this Note is paid without discount or setoff.

     This Note shall be construed and enforced in accordance with
the laws of the State of Missouri. For any dispute arising under
or relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State of
Missouri.

     WITNESS the execution hereof as of the 12th day of May, 1995.

                              KLT INVESTMENTS INC.


                              By:/s/ John J. DeStefano
                              Signature of Authorized Officer

                              John J. DeStefano, President
                              Name and Title of Authorized Officer



ACKNOWLEDGMENT

STATE OF MISSOURI   )
                    ) ss.
COUNTY OF JACKSON   )

     On the 12th day of May, 1995 before me came John J. DeStefano
to me known, being by me duly sworn, did depose and say that he
resides at 1201 Walnut, Kansas City, MO, 64106; that he is the
President of KLT Investments, Inc., the corporation described in
and which executed the foregoing instrument; that he signed his
name thereto by order of the board of directors of said
corporation.


                              /s/JANEE C. ROSENTHAL
                              NOTARY PUBLIC

Pay to the order of
JOHN HANCOCK MUTTUAL LIFE INSURANCE COMPANY
without recourse to us
NDH CAPITAL CORPORATION

By: /s/ Scott Haber
Scott Haber, President

                                                      Exhibit C-31

                    NEGOTIABLE PROMISSORY NOTE

$3,243,051.00                           as of November 2, 1995


     FOR VALUE RECEIVED, the undersigned ("Maker") hereby
unconditionally promises to pay to the order of NDH CAPITAL
CORPORATION, a New York corporation ("Payee") the amount of three
million two hundred forty three thousand fifty one and 00/100
Dollars ($3,243,051.00) at the offices of the Payee, or at such
other place as the Payee may designate in writing to the Maker.
This amount shall be payable in installments as follows:

                    $325,000.00 on May 15, 1997
                    $455,000.00 on May 15, 1998
                    $465,000.00 on May 15, 1999
                    $450,000.00 on May 15, 2000
                    $440,000.00 on May 15, 2001
                    $435,000.00 on May 15, 2002
                    S420,000.00 on May 15, 2003
                    $253,051.00 on May 15, 2004

     This Note is secured by an assignment (as set forth in a
Security Agreement between the Maker and Payee dated as of
November 2, 1995 (the "Security Agreement")) of certain Collateral
(as such term is defined in the Security Agreement) and may be
negotiated, endorsed, assigned, transferred, pledged, or
hypothecated by Payee and shall constitute a negotiable
instrument. In the event that this Note is negotiated, endorsed,
assigned, transferred, hypothecated and/or pledged, all references
to Payee shall apply to the holder, pledgee or transferee as if
named as original Payee under this Note.

     The Maker hereby waives presentment, demand for payment,
notice of dishonor, notice of protest, and protest, and all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this instrument.

     The obligation to make payments to the Payee hereunder is
absolute and unconditional and the rights of said Payee shall not
be subject to any defense, set-off, counterclaim or recoupment
which the Maker may have against any person or entity, including,
but not limited to the Payee.

     Any of the following shall constitute an Event of Default
("Event of Default") hereunder: (a) the Maker shall fail to make
any payment due hereunder as and when due and such failure shall
continue for one day following Maker's receipt of notice thereof;
(b) the Maker has made any material misrepresentation in or with
respect to, or has breached or does breach any provision of, the
Security Agreement or any other document or instrument delivered
to Payee, which misrepresentation or breach is not cured to
Payee's or any successor's or assign's complete satisfaction 10
days after notice to the Maker by the Payee; (c) the Maker shall
become insolvent or any proceeding shall be instituted by the
Maker seeking relief on its behalf as a debtor, or to adjudicate
it a bankrupt, or insolvent, or seeking reorganization,
arrangement, adjustment or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the appointment of a trustee, custodian or
other similar official for it or any substantial part of its
property or the Maker shall consent by answer or otherwise to the
institution of any such proceeding against it; (d) any proceeding
is instituted against the Maker seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the
appointment of a trustee, custodian or other similar official for
it or any substantial part of its property which either (i)
results in any such entry of an order for relief, adjudication or
bankruptcy or insolvency or issuance or entry of any other order
having a similar effect or (ii) remains undismissed for a period
of 60 days; (e) a receiver, trustee or other custodian is
appointed for any substantial part of the Makers assets; (f) any
assignment is made for the benefit of Maker's creditors; or (g)
any of the Collateral delivered under the Security Agreement is
attached or distrained at any time pursuant to any court order or
other legal process.

     If an Event of Default shall occur by reason of the failure
of Maker to make any payment when due hereunder on the due date,
the Maker shall have the right to cure such Event of Default by
paying, on or before the tenth day following the due date, the
amount that was due on the due date and interest accrued from the
due date at an annual rate equal to the lesser of 12% per annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all accrued but unpaid interest on this Note immediately due and
payable without presentment or protest or notice or demand, all of
which are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
WNC INSTITUTIONAL TAX CREDIT FUND II, L.P., a California Limited
Partnership (the "Partnership") is liquidated, the entire
outstanding principal balance and all accrued by unpaid interest
on this Note shall become due and payable, with out presentment or
notice or protest or demand, all of which are expressly waived by
the Maker, not later than the later of (i) the last day of the
Partnership's taxable year in which such liquidation occurs and
(ii) 90 days after the date of such liquidation.

     Should this Note, or any part of the indebtedness evidenced
hereby, be collected by law or through an attorney-at-law, the
Payee shall be entitled to collect all costs of collection,
including but not limited to, reasonable attorneys' fees.

     All or any portion of this Note may be prepaid by the Maker
without prepayment premium or penalty, provided that the amount
due under this Note is paid without discount or setoff.

     This Note shall be construed and enforced in accordance with
the laws of the State of Missouri. For any dispute arising under
or relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State of
Missouri

     WITNESS the execution hereof as of the 2nd day of November,
1995.

                              KLT INVESTMENTS INC.


                              By:/s/Janee C. Rosenthal
                              Signature of Authorized Officer

                              Janee C. Rosenthal Corporate
                              Secretary and Treasurer
                              Name and Title of Authorized Officer

ACKNOWLEDGEMENT

STATE OF MISSOURI   )
                    )   ss.
COUNTY OF JACKSON   )

     On the 2nd day of November, 1995 before me came Janee C.
Rosenthal to me known, being by me duly sworn, did depose and say
that she resides at 1201 Walnut, Kansas City, MO, 64106; that she
is the Corporate Secretary and Treasurer of KLT Investments Inc.,
the corporation described in and which executed the foregoing
instrument; that she signed her name thereto by order of the board
of directors of said corporation.

                              /s/ Jacquetta L. Hartman
                              Notary Pub1ic

Pay to the order of
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
Without recourse to us
NDH CAPITAL CORPORATION

By:/s/ Scott Haber
Scott Haber, President

                                                      Exhibit C-32

                    NEGOTIABLE PROMISSORY NOTE

$3,563,614.00                                 as of March 21, 1997

       FOR   VALUE  RECEIVED,  the  undersigned  ("Maker")  hereby
unconditionally  promises  to pay to  the  order  of  NDH  CAPITAL
CORPORATION, a New York corporation ("Payee") the amount of  three
million five hundred sixty-three thousand six hundred fourteen and
00/100  ($3,563,614.00) at the offices of the Payee,  or  at  such
other  place as the Payee may designate in writing to  the  Maker.
This amount shall be payable in installments as follows:

                    $390,000.00 on May 15, 1998
                    $490,000.00 on May 15, 1999
                    $478,000.00 on May 15, 2000
                    $466,000.00 on May 15, 2001
                    $455,000.00 on May 15, 2002
                    $447,000.00 on May 15, 2003
                    $435,000.00 on May 15, 2004
                    $402,614.00 on May 15, 2005

      This  Note  is secured by an assignment (as set forth  in  a
Security  Agreement between the Maker and Payee dated as of  March
21,  1997  (the  "Security Agreement")) of certain Collateral  (as
such  term  is  defined  in the Security  Agreement)  and  may  be
negotiated,   endorsed,   assigned,   transferred,   pledged,   or
hypothecated   by   Payee  and  shall  constitute   a   negotiable
instrument.  In the event that this Note is negotiated,  endorsed,
assigned, transferred, hypothecated and/or pledged, all references
to  Payee shall apply to the holder, pledgee or transferee  as  if
named as original Payee under this Note.

      The  Maker  hereby waives presentment, demand  for  payment,
notice of dishonor, notice of protest, and protest, and all  other
notices  or  demands in connection with the delivery,  acceptance,
performance, default, endorsement or guaranty of this instrument.

      The  obligation to make payments to the Payee  hereunder  is
absolute and unconditional and the rights of said Payee shall  not
be  subject  to  any defense, set-off, counterclaim or  recoupment
which  the Maker may have against any person or entity, including,
but not limited to the Payee.

      Any  of  the following shall constitute an Event of  Default
("Event  of Default") hereunder: (a) the Maker shall fail to  make
any  payment due hereunder as and when due and such failure  shall
continue  for one day following Maker's receipt of notice thereof;
(b)  the Maker has made any material misrepresentation in or  with
respect  to, or has breached or does breach any provision of,  the
Security  Agreement or any other document or instrument  delivered
to  Payee,  which  misrepresentation or breach  is  not  cured  to
Payee's  or  any successor's or assign's complete satisfaction  10
days  after notice to the Maker by the Payee; (c) the Maker  shall
become  insolvent  or any proceeding shall be  instituted  by  the
Maker  seeking relief on its behalf as a debtor, or to  adjudicate
it   a   bankrupt,   or  insolvent,  or  seeking   reorganization,
arrangement, adjustment or composition of its debts under any  law
relating to bankruptcy, insolvency or reorganization or relief  of
debtors,  or  seeking the appointment of a trustee,  custodian  or
other  similar  official  for it or any substantial  part  of  its
property or the Maker shall consent by answer or otherwise to  the
institution of any such proceeding against it; (d) any  proceeding
is  instituted  against the Maker seeking to  have  an  order  for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition  of  its debts under any law relating  to  bankruptcy,
insolvency or reorganization or relief of debtors, or seeking  the
appointment of a trustee, custodian or other similar official  for
it  or  any  substantial  part of its property  which  either  (i)
results in any such entry of an order for relief, adjudication  or
bankruptcy  or insolvency or issuance or entry of any other  order
having  a similar effect or (ii) remains undismissed for a  period
of  60  days;  (e)  a  receiver, trustee  or  other  custodian  is
appointed for any substantial part of the Maker's assets; (f)  any
assignment  is made for the benefit of Maker's creditors;  or  (g)
any  of  the Collateral delivered under the Security Agreement  is
attached or distrained at any time pursuant to any court order  or
other legal process.

      If  an Event of Default shall occur by reason of the failure
of  Maker to make any payment when due hereunder on the due  date,
the  Maker  shall have the right to cure such Event of Default  by
paying,  on  or before the tenth day following the due  date,  the
amount that was due on the due date and interest accrued from  the
due  date  at an annual rate equal to the lesser of 12% per  annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all  accrued but unpaid interest on this Note immediately due  and
payable without presentment or protest or notice or demand, all of
which  are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest  being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
BANC  ONE  TAX  CREDIT  FUND  II,  L.P.  (the  "Partnership")   is
liquidated,  the  entire  outstanding principal  balance  and  all
accrued  by  unpaid  interest on this Note shall  become  due  and
payable, with out presentment or notice or protest or demand,  all
of  which  are expressly waived by the Maker, not later  than  the
later  of  (i) the last day of the Partnership's taxable  year  in
which  such liquidation occurs and (ii) 90 days after the date  of
such liquidation.

      Should  this Note, or any part of the indebtedness evidenced
hereby,  be  collected  by law or through an attorney-at-law,  the
Payee  shall  be  entitled  to collect all  costs  of  collection,
including but not limited to, reasonable attorneys' fees.

      All  or any portion of this Note may be prepaid by the Maker
without  prepayment premium or penalty, provided that  the  amount
due under this Note is paid without discount or setoff.

      This Note shall be construed and enforced in accordance with
the  laws of the State of Missouri. For any dispute arising  under
or  relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State  of
Missouri.

      WITNESS  the execution hereof as of the 21st day  of  March,
1997.

                              KLT INVESTMENTS INC.

                              By: /s/ John J. DeStefano
                              John J. DeStefano, President

ACKNOWLEDGEMENT

STATE OF MISSOURI   )
                    )ss.
COUNTY OF JACKSON   )

      On  the  21st  day of March, 1997 before  me  came  John  J.
DeStefano to me known, being by me duly sworn, did depose and  say
that he resides at 1201 Walnut, Kansas City, MO, 64105; that he is
the  President of KLT Investments Inc., the corporation  described
in and which executed the foregoing instrument; that he signed his
name   thereto  by  order  of  the  board  of  directors  of  said
corporation.

                              /s/ Janee C. Rosenthal
                              Notary Public

                              JANEE C. ROSENTHAL
                              NOTARY PUBLIC STATE OF MISSOURI
                              CLAY COUNTY
                              MY COMMISSION EXP. FEB. 25, 1999

                                                      Exhibit C-33

                    NEGOTIABLE PROMISSORY NOTE

$6,712,389.00                                 as of March 21, 1997

       FOR   VALUE  RECEIVED,  the  undersigned  ("Maker")  hereby
unconditionally  promises  to pay to  the  order  of  NDH  CAPITAL
CORPORATION,  a New York corporation ("Payee") the amount  of  six
million  seven  hundred twelve thousand three hundred  eighty-nine
and 00/100 ($6,712,389.00) at the offices of the Payee, or at such
other  place as the Payee may designate in writing to  the  Maker.
This amount shall be payable in installments as follows:

                    $550,000.00 on May 15, 1998
                    $878,000.00 on May 15, 1999
                    $876,000.00 on May 15, 2000
                    $860,000.00 on May 15, 2001
                    $844,000.00 on May 15, 2002
                    $826,000.00 on May 15, 2003
                    $805,000.00 on May 15, 2004
                    $789,000.00 on May 15, 2005
                    $284,389.00 on May 15, 2006

      This  Note  is secured by an assignment (as set forth  in  a
Security  Agreement between the Maker and Payee dated as of  March
21,  1997  (the  "Security Agreement")) of certain Collateral  (as
such  term  is  defined  in the Security  Agreement)  and  may  be
negotiated,   endorsed,   assigned,   transferred,   pledged,   or
hypothecated   by   Payee  and  shall  constitute   a   negotiable
instrument.  In the event that this Note is negotiated,  endorsed,
assigned, transferred, hypothecated and/or pledged, all references
to  Payee shall apply to the holder, pledgee or transferee  as  if
named as original Payee under this Note.

      The  Maker  hereby waives presentment, demand  for  payment,
notice of dishonor, notice of protest, and protest, and all  other
notices  or  demands in connection with the delivery,  acceptance,
performance, default, endorsement or guaranty of this instrument.

      The  obligation to make payments to the Payee  hereunder  is
absolute and unconditional and the rights of said Payee shall  not
be  subject  to  any defense, set-off, counterclaim or  recoupment
which  the Maker may have against any person or entity, including,
but not limited to the Payee.

      Any  of  the following shall constitute an Event of  Default
("Event  of Default") hereunder: (a) the Maker shall fail to  make
any  payment due hereunder as and when due and such failure  shall
continue  for one day following Maker's receipt of notice thereof;
(b)  the Maker has made any material misrepresentation in or  with
respect  to, or has breached or does breach any provision of,  the
Security  Agreement or any other document or instrument  delivered
to  Payee,  which  misrepresentation or breach  is  not  cured  to
Payee's  or  any successor's or assign's complete satisfaction  10
days  after notice to the Maker by the Payee; (c) the Maker  shall
become  insolvent  or any proceeding shall be  instituted  by  the
Maker  seeking relief on its behalf as a debtor, or to  adjudicate
it   a   bankrupt,   or  insolvent,  or  seeking   reorganization,
arrangement, adjustment or composition of its debts under any  law
relating to bankruptcy, insolvency or reorganization or relief  of
debtors,  or  seeking the appointment of a trustee,  custodian  or
other  similar  official  for it or any substantial  part  of  its
property or the Maker shall consent by answer or otherwise to  the
institution of any such proceeding against it; (d) any  proceeding
is  instituted  against the Maker seeking to  have  an  order  for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition  of  its debts under any law relating  to  bankruptcy,
insolvency or reorganization or relief of debtors, or seeking  the
appointment of a trustee, custodian or other similar official  for
it  or  any  substantial  part of its property  which  either  (i)
results in any such entry of an order for relief, adjudication  or
bankruptcy  or insolvency or issuance or entry of any other  order
having  a similar effect or (ii) remains undismissed for a  period
of  60  days;  (e)  a  receiver, trustee  or  other  custodian  is
appointed for any substantial part of the Maker's assets; (f)  any
assignment is made f or the benefit of Maker's creditors;  or  (g)
any  of  the Collateral delivered under the Security Agreement  is
attached or distrained at any time pursuant to any court order  or
other legal process.

      If  an Event of Default shall occur by reason of the failure
of  Maker to make any payment when due hereunder on the due  date,
the  Maker  shall have the right to cure such Event of Default  by
paying,  on  or before the tenth day following the due  date,  the
amount that was due on the due date and interest accrued from  the
due  date  at an annual rate equal to the lesser of 12% per  annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all  accrued but unpaid interest on this Note immediately due  and
payable without presentment or protest or notice or demand, all of
which  are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest  being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
MISSOURI  AFFORDABLE HOUSING FUND VI, L.P. (the "Partnership")  is
liquidated,  the  entire  outstanding principal  balance  and  all
accrued  by  unpaid  interest on this Note shall  become  due  and
payable, with out presentment or notice or protest or demand,  all
of  which  are expressly waived by the Maker, not later  than  the
later  of  (i) the last day of the Partnership's taxable  year  in
which  such liquidation occurs and (ii) 90 days after the date  of
such liquidation.

      Should  this Note, or any part of the indebtedness evidenced
hereby,  be  collected  by law or through an attorney-at-law,  the
Payee  shall  be  entitled  to collect all  costs  of  collection,
including but not limited to, reasonable attorneys' fees.

      All  or any portion of this Note may be prepaid by the Maker
without  prepayment premium or penalty, provided that  the  amount
due under this Note is paid without discount or setoff.

      This Note shall be construed and enforced in accordance with
the  laws of the State of Missouri. For any dispute arising  under
or  relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State  of
Missouri.

      WITNESS  the execution hereof as of the 21st day  of  March,
1997.

                              KLT INVESTMENTS INC.

                              By: /s/ John J. DeStefano
                              John J. DeStefano, President

ACKNOWLEDGEMENT

STATE OF MISSOURI   )
                    )ss.
COUNTY OF JACKSON   )

      On  the  21st  day of March, 1997 before  me  came  John  J.
DeStefano to me known, being by me duly sworn, did depose and  say
that he resides at 1201 Walnut, Kansas City, MO, 64105; that he is
the  President of KLT Investments Inc., the corporation  described
in and which executed the foregoing instrument; that he signed his
name   thereto  by  order  of  the  board  of  directors  of  said
corporation.

                              /s/ Janee C. Rosenthal
                              Notary Public

                              JANEE C. ROSENTHAL
                              NOTARY PUBLIC STATE OF MISSOURI
                              CLAY COUNTY
                              MY COMMISSION EXP. FEB. 25, 1999

                                                      Exhibit C-34

                    NEGOTIABLE PROMISSORY NOTE

$8,613,347.00                               as of January 29, 1998

       FOR   VALUE  RECEIVED,  the  undersigned  ("Maker")  hereby
unconditionally  promises  to pay to  the  order  of  NDH  CAPITAL
CORPORATION, a New York corporation ("Payee") the amount of  eight
million  six  hundred thirteen thousand three hundred forty  seven
and 00/100 ($8,613,347.00) at the offices of the Payee, or at such
other  place as the Payee may designate in writing to  the  Maker.
This amount shall be payable in installments as follows:

                     $787,000.00 on May 15, 1999
                   $1,250,000.00 on May 15, 2000
                   $1,256,000.00 on May 15, 2001
                   $1,232,000.00 on May 15, 2002
                   $1,212,000.00 on May 15, 2003
                   $1,166,000.00 on May 15, 2004
                   $1,140,000.00 on May 15, 2005
                     $570,347.00 on May 15, 2006

      This  Note  is secured by an assignment (as set forth  in  a
Security Agreement between the Maker and Payee dated of even  date
herewith  (the  "Security Agreement")) of certain  Collateral  (as
such  term  is  defined  in the Security  Agreement)  and  may  be
negotiated,   endorsed,   assigned,   transferred,   pledged,   or
hypothecated   by   Payee  and  shall  constitute   a   negotiable
instrument.  In the event that this Note is negotiated,  endorsed,
assigned, transferred, hypothecated and/or pledged, all references
to  Payee shall apply to the holder, pledgee or transferee  as  if
named as original Payee under this Note.

      The  Maker  hereby waives presentment, demand  for  payment,
notice of dishonor, notice of protest, and protest, and all  other
notices  or  demands in connection with the delivery,  acceptance,
performance, default, endorsement or guaranty of this instrument.

      The  obligation to make payments to the Payee  hereunder  is
absolute and unconditional and the rights of said Payee shall  not
be  subject  to  any defense, set-off, counterclaim or  recoupment
which  the Maker may have against any person or entity, including,
but not limited to the Payee.

      Any  of  the following shall constitute an Event of  Default
("Event  of Default") hereunder: (a) the Maker shall fail to  make
any  payment due hereunder as and when due and such failure  shall
continue  for one day following Maker's receipt of notice thereof;
(b)  the Maker has made any material misrepresentation in or  with
respect  to, or has breached or does breach any provision of,  the
Security  Agreement or any other document or instrument  delivered
to Payee, which misrepresentation or breach is not cured to Payee'
s  or  any successor's or assign's complete satisfaction  10  days
after notice to the Maker by the Payee; (c) the Maker shall become
insolvent  or  any  proceeding shall be instituted  by  the  Maker
seeking  relief on its behalf as a debtor, or to adjudicate  it  a
bankrupt,  or  insolvent, or seeking reorganization,  arrangement,
adjustment  or composition of its debts under any law relating  to
bankruptcy, insolvency or reorganization or relief of debtors,  or
seeking  the appointment of a trustee, custodian or other  similar
official  for  it or any substantial part of its property  or  the
Maker  shall consent by answer or otherwise to the institution  of
any  such  proceeding against it; (d) any proceeding is instituted
against  the  Maker  seeking to have an order for  relief  entered
against  it as debtor or to adjudicate it a bankrupt or  insolvent
or  seeking reorganization, arrangement, adjustment or composition
of  its debts under any law relating to bankruptcy, insolvency  or
reorganization or relief of debtors, or seeking the appointment of
a  trustee,  custodian or other similar official  for  it  or  any
substantial part of its property which either (i) results  in  any
such  entry of an order for relief, adjudication or bankruptcy  or
insolvency  or  issuance  or entry of any  other  order  having  a
similar  effect  or (ii) remains undismissed for a  period  of  60
days; (e) a receiver, trustee or other custodian is appointed  for
any substantial part of the Maker's assets; (f) any assignment  is
made  for  the  benefit of Maker's creditors; or (g)  any  of  the
Collateral  delivered under the Security Agreement is attached  or
distrained at any time pursuant to any court order or other  legal
process.

      If  an Event of Default shall occur by reason of the failure
of  Maker to make any payment when due hereunder on the due  date,
the  Maker  shall have the right to cure such Event of Default  by
paying,  on  or before the tenth day following the due  date,  the
amount that was due on the due date and interest accrued from  the
due  date  at an annual rate equal to the lesser of 12% per  annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all  accrued but unpaid interest on this Note immediately due  and
payable without presentment or protest or notice or demand, all of
which  are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest  being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
MISSOURI AFFORDABLE HOUSING FUND VII, L.P. (the "Partnership")  is
liquidated,  the  entire  outstanding principal  balance  and  all
accrued  but  unpaid interest on this Note shall  become  due  and
payable; with out presentment or notice or protest or demand,  all
of  which  are expressly waived by the Maker, not later  than  the
later  of  (i) the last day of the Partnership's taxable  year  in
which  such liquidation occurs and (ii) 90 days after the date  of
such liquidation.

      Should  this Note, or any part of the indebtedness evidenced
hereby,  be  collected  by law or through an attorney-at-law,  the
Payee  shall  be  entitled  to collect all  costs  of  collection,
including but not limited to, reasonable attorneys' fees.

      All  or any portion of this Note may be prepaid by the Maker
without  prepayment premium or penalty, provided that  the  amount
due under this Note is paid without discount or setoff.

      This Note shall be construed and enforced in accordance with
the  laws of the State of Missouri. For any dispute arising  under
or  relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State  of
Missouri.

      WITNESS  the execution hereof as of the 29th day of January,
1998.

                              KLT INVESTMENTS INC.

                              By: /s/ John J. DeStefano
                              John J. DeStefano, President

ACKNOWLEDGEMENT

STATE OF MISSOURI   )
                    )ss.
COUNTY OF JACKSON   )

      On  the  27th  day of January, 1998 before me came  John  J.
DeStefano to me known, being by me duly sworn, did depose and  say
that he resides at 1201 Walnut, Kansas City, MO, 64105; that he is
the  President of KLT Investments Inc., the corporation  described
in and which executed the foregoing instrument; that he signed his
name   thereto  by  order  of  the  board  of  directors  of  said
corporation.

                              /s/ Carol Sivils
                              Notary Public

CAROL SIVILS
Notary Public - State of Missouri
Commissioned in Clay County
My Commission Expires June 15, 1999

                                        Pay to the order of
                                        JOHN HANCOCK MUTUAL LIFE
                                        INSURANCE COMPANY
                                        without recourse to us
                                        NDH CAPITAL CORPORATION
                                        By: /s/ Howard Kurtzberg
                                        Howard Kurtzberg
                                        Vice President

                                                      Exhibit C-45

                    NEGOTIABLE PROMISSORY NOTE

$5,547,350.00                                 as of March 30, 1999

       FOR   VALUE  RECEIVED,  the  undersigned  ("Maker")  hereby
unconditionally  promises  to pay to  the  order  of  NDH  CAPITAL
CORPORATION, a New York corporation ("Payee") the amount  of  five
million five hundred forty-seven thousand three hundred fifty  and
00/100  ($5,547,350.00) at the offices of the Payee,  or  at  such
other  place as the Payee may designate in writing to  the  Maker.
This amount shall be payable in installments as follows:

                  $400,000.00 on October 1, 1999
                  $600,000.00 on October 1, 2000
                  $600,000.00 on October 1, 2001
                  $600,000.00 on October 1, 2002
                  $600,000.00 on October 1, 2003
                  $600,000.00 on October 1, 2004
                  $600,000.00 on October 1, 2005
                  $600,000.00 on October 1, 2006
                  $600,000.00 on October 1, 2007
                  $347,350.00 on October 1, 2008

      This  Note  is secured by an assignment (as set forth  in  a
Security Agreement between the Maker and Payee dated of even  date
herewith  (the  "Security Agreement")) of certain  Collateral  (as
such  term  is  defined  in the Security  Agreement)  and  may  be
negotiated,   endorsed,   assigned,   transferred,   pledged,   or
hypothecated   by   Payee  and  shall  constitute   a   negotiable
instrument.  In the event that this Note is negotiated,  endorsed,
assigned, transferred, hypothecated and/or pledged, all references
to  Payee shall apply to the holder, pledgee or transferee  as  if
named as original Payee under this Note.

      The  Maker  hereby waives presentment, demand  for  payment,
notice of dishonor, notice of protest, and protest, and all  other
notices  or  demands in connection with the delivery,  acceptance,
performance, default, endorsement or guaranty of this instrument.

      The  obligation to make payments to the Payee  hereunder  is
absolute and unconditional and the rights of said Payee shall  not
be  subject  to  any defense, set-off, counterclaim or  recoupment
which  the Maker may have against any person or entity, including,
but- not limited to the Payee.

      Any  of  the following shall constitute an Event of  Default
("Event of Default") hereunder: (a) the Maker. shall fail to  make
any  payment due hereunder as and when due and such failure  shall
continue  for one day following Maker's receipt of notice thereof;
(b)  the Maker has made any material misrepresentation in or  with
respect  to, or has breached or does breach any provision of,  the
Security  Agreement or any other document or instrument  delivered
to  Payee,  which  misrepresentation or breach  is  not  cured  to
Payee's  or  any successor's or assign's complete satisfaction  10
days  after notice to the Maker by the Payee; (c) the Maker  shall
become  insolvent  or any proceeding shall be  instituted  by  the
Maker  seeking relief on its behalf as a debtor, or to  adjudicate
it   a   bankrupt,   or  insolvent,  or  seeking   reorganization,
arrangement, adjustment or composition of its debts under any  law
relating to bankruptcy, insolvency or reorganization or relief  of
debtors,  or  seeking the appointment of a trustee,  custodian  or
other  similar  official  for it or any substantial  part  of  its
property or the Maker shall consent by answer or otherwise to  the
institution of any such proceeding against it; (d) any  proceeding
is  instituted  against the Maker seeking to  have  an  order  for
relief entered against it as debtor or to adjudicate it a bankrupt
or insolvent or seeking reorganization, arrangement, adjustment or
composition  of  its debts under any law relating  to  bankruptcy,
insolvency or reorganization or relief of debtors, or seeking  the
appointment off a trustee, custodian or other similar official for
it  or  any  substantial  part of its property  which  either  (i)
results in any such entry of an order for relief, adjudication  or
bankruptcy  or insolvency or issuance or entry of any other  order
having  a similar effect or (ii) remains undismissed for a  period
of  60  days;  (e)  a  receiver, trustee  or  other  custodian  is
appointed for any substantial part of the Maker's assets; (f)  any
assignment  is made for the benefit of Maker's creditors;  or  (g)
any  of  the Collateral delivered under the Security Agreement  is
attached or distrained at any time pursuant to any court order  or
other legal process.

      If  an Event of Default shall occur by reason of the failure
of  Maker to make any payment when due hereunder on the due  date,
the  Maker  shall have the right to cure such Event of Default  by
paying,  on  or before the tenth day following the due  date,  the
amount that was due on the due date and interest accrued from  the
due  date  at an annual rate equal to the lesser of 12% per  annum
and the highest amount permitted by applicable law.

     In addition, upon such Event of Default, the Payee shall have
the option to declare the entire outstanding principal balance and
all  accrued but unpaid interest on this Note immediately due  and
payable without presentment or protest or notice or demand, all of
which  are expressly waived by the Maker and shall have such other
rights as set forth in the Security Agreement. Notwithstanding the
foregoing, nothing herein is intended to result in interest  being
charged which would exceed the maximum rate permitted by law.

     In the event that the Maker's limited partnership interest in
MISSOURI  AFFORDABLE HOUSING FUND IX, L.P. (the "Partnership")  is
liquidated,  the  entire  outstanding principal  balance  and  all
accrued  but  unpaid interest on this Note shall  become  due  and
payable, with out presentment or notice or protest or demand,  all
of  which  are expressly waived by the Maker, not later  than  the
later  of  (i) the last day of the Partnership's taxable  year  in
which  such liquidation occurs and (ii) 90 days after the date  of
such liquidation.

      Should  this Note, or any part of the indebtedness evidenced
hereby,  be  collected  by law or through an attorney-at-law,  the
Payee  shall  be  entitled  to collect all  costs  of  collection,
including but not limited to, reasonable attorneys' fees.

      All  or any portion of this Note may be prepaid by the Maker
without  prepayment premium or penalty, provided that  the  amount
due under this Note is paid without discount or setoff.

      This Note shall be construed and enforced in accordance with
the  laws of the State of Missouri. For any dispute arising  under
or  relating to this Note, the Maker hereby irrevocably submits to
the jurisdiction of the Courts, Federal or State, of the State  of
Missouri.

      WITNESS  the execution hereof as of the 30th day  of  March,
1999.

                              KLT INVESTMENTS INC.

                              By: /s/ John J. DeStefano
                              John J. DeStefano, President

ACKNOWLEDGEMENT

STATE OF MISSOURI   )
                    )ss.
COUNTY OF Clay      )

      On  the  29th  day of March, 1999 before  me  came  John  J.
DeStefano to me known, being by me duly sworn, did depose and  say
that he resides at 1201 Walnut, Kansas City, MO, 64105; that he is
the  President of KLT Investments Inc., the corporation  described
in and which executed the foregoing instrument; that he signed his
name   thereto  by  order  of  the  board  of  directors  of  said
corporation.

                              /s/ Vickie L. Flores
                              Notary Public

VICKIE L. FLORES
Notary Public State of Missouri
Clay County
My Commission Expires May 29, 2000

                                        Pay to the order of
                                        JOHN HANCOCK MUTUAL LIFE
                                        INSURANCE COMPANY
                                        without recourse to us
                                        NDH CAPITAL CORPORATION
                                        By: /s/ Howard Kurtzberg
                                        Howard Kurtzberg
                                        Vice President

Exhibit C-36

                  AMENDMENT AGREEMENT




       This   AMENDMENT   AGREEMENT   (the   "Amendment
Agreement"), made as of October 1, 2001, but  effective
as of the date of the Reorganization (as defined below)
among  KLT  INVESTMENTS  INC., a  Missouri  corporation
("KLT Investments"),  KANSAS CITY POWER & LIGHT COMPANY
("KCPL"), GREAT PLAINS ENERGY INCORPORATED ("GPE'), and
JOHN HANCOCK LIFE INSURANCE COMPANY (formerly known  as
John Hancock Mutual Life Insurance Company, referred to
herein as "HANCOCK").

     Reference is made to those certain agreements  and
certificates described in Exhibit A annexed hereto  and
made  a  part  hereof (collectively,  the  "Documents")
which have been executed by KLT INVESTMENTS and/or KCPL
(as   the   case  may  be)  in  connection   with   KLT
Investments's investment in certain affordable  housing
partnerships    or    limited    liability    companies
(hereinafter referred to as the "Partnership").

     The  Documents (especially each Agreement  between
KCPL  and KLT INVESTMENTS, referred to in the Documents
and  herein as the "Parent Agreement") describe,  among
other  things, KCPL's obligations with respect  to  KLT
INVESTMENTS.

     KCPL,  the  parent company of KLT INC.  (which  in
turn,   is  the  parent  company  of  KLT  INVESTMENTS)
anticipates   reorganizing  into  a   holding   company
structure  effective on or about October 1,  2001  (the
"Reorganization").

     As part of the above described Reorganization, (a)
KCPL will become a wholly owned subsidiary of GPE;  (b)
KCPL  will dividend its ownership interest in KLT  INC.
to GPE; and (c) consolidated income tax returns will be
filed by GPE.

     KLT  INVESTMENTS, GPE and KCPL wish to obtain  the
consent  of  HANCOCK  to  certain  amendments  to   the
Documents,  set  forth below, in  connection  with  the
proposed Reorganization;

     The  parties  to  this Amendment Agreement  hereby
agree as follows:

     1.   All  references in the Documents  to  "Parent
Company" shall be deemed to refer to GPE.

     2.   All  references in each Parent  Agreement  to
KCPL  shall be deemed to refer to GPE.  By signing this
Amendment  Agreement,  GPE  specifically  assumes   the
duties, obligations and liabilities of KCPL under  each
Parent Agreement and acknowledges the assignment of the
Documents  to HANCOCK.  KCPL is released and discharged
from  any  and all duties, obligations and  liabilities
arising from or associated with the Documents.

     3.   All  references in the Documents  to  a  "Tax
Sharing  Agreement  between KCPL and its  subsidiaries"
shall be deemed to refer to that certain Tax Allocation
Agreement  between GPE and certain of its  subsidiaries
dated   as   of  October  1,  2001,  which   shall   be
substantially in the form  annexed hereto as Exhibit B,
and as may be amended from time to time to comply with,
or as a result of, changes in federal or state law.

     4. In the event either (i) a credit rating on GPE
senior debt from Standard & Poor's or Moody's Investors
Service at any time becomes less than investment grade,
or (ii) GPE ceases to own at least 80% of the issued
and outstanding voting equity securities of KCPL, then
HANCOCK shall have the right to cause KLT INVESTMENTS
to repurchase all or any part of the Promissory Notes
(identified in Exhibit A).  GPE shall promptly provide
written notice to HANCOCK upon the occurrence of the
event referenced in clause (ii) of the preceding
sentence.  Hancock shall exercise its right by
providing written notice thereof to KLT INVESTMENTS,
identifying the Promissory Notes to be repurchased (the
"Repurchased Notes").  If the event giving rise to
HANCOCK'S right to cause such repurchase continues, KLT
INVESTMENTS shall, within sixty (60) days of receipt of
such notice, tender to HANCOCK an amount in immediately
available funds equal to the aggregate of the unpaid
principal amount of the Repurchased Notes, plus accrued
and unpaid interest thereon to the date of tender (such
amount to be calculated in accordance with the
information contained in Exhibit A). HANCOCK shall
thereupon mark the Repurchased Notes "paid" and deliver
them to KLT INVESTMENTS.

     5.   HANCOCK hereby consents to the amendments  to
the Documents as set forth above.

     6.   KLT  INVESTMENTS, KCPL and GPE  represent  to
HANCOCK that this Amendment Agreement has been properly
executed   and  delivered  by  each  of  the   parties'
respective officers.

     7.  This Amendment Agreement shall be construed in
accordance with the laws of the State of Missouri.

     8.   This  Amendment Agreement may be executed  in
any number of counterparts, each of which when executed
and  delivered  shall  be  an original,  but  all  such
counterparts   shall  constitute  one  and   the   same
instrument.

     EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL OTHER
REPRESENTATIONS,  WARRANTIES,  COVENANTS,   TERMS   AND
CONDITIONS OF THE DOCUMENTS SHALL REMAIN IN FULL  FORCE
AND EFFECT.

     IN  WITNESS WHEREOF, the undersigned has  executed
this  Amendment Agreement under seal as of  this  first
day of October, 2001, to be effective as of the date of
the Reorganization.


KLT INVESTMENTS INC.


By: /s/ James P. Gilligan
      Name: James P. Gilligan
      Title: President


KANSAS CITY POWER & LIGHT COMPANY


By: /s/ B. J. Beaudoin
      Name: B. J. Beaudoin
      Title: Chairman of the Board, President and CEO


GREAT PLAINS ENERGY INCORPORATED


By: /s/ B. J. Beaudoin
     Name: B. J. Beaudoin
     Title: Chairman of the Board, President and CEO


JOHN HANCOCK LIFE INSURANCE COMPANY


By: /s/ S. Mark Ray
     Name: S. Mark Ray
   Title: Managing Director

                                3
                                                     Exhibit C-37

                       AMENDMENT AGREEMENT




     This AMENDMENT AGREEMENT (the "Amendment Agreement"), made
as of October 1, 2001, but effective as of the date of the
Reorganization (as defined below) among KLT INVESTMENTS INC., a
Missouri corporation ("KLT Investments"),  KANSAS CITY POWER &
LIGHT COMPANY ("KCPL"), GREAT PLAINS ENERGY INCORPORATED ("GPE"),
and COMMUNITY REINVESTMENT FUND, INC. ("CRF").

     Reference is made to those certain agreements and
certificates described in Exhibit A annexed hereto and made a
part hereof (collectively, the "Documents") which have been
executed by KLT INVESTMENTS and/or KCPL (as the case may be) in
connection with KLT Investments's investment in certain
affordable housing partnerships or limited liability companies
(hereinafter referred to as the "Partnership").

     The Documents (especially each Agreement between KCPL and
KLT INVESTMENTS, referred to in the Documents and herein as the
"Parent Agreement") describe, among other things, KCPL's
obligations with respect to KLT INVESTMENTS.

     KCPL, the parent company of KLT INC. (which in turn, is the
parent company of KLT INVESTMENTS) anticipates reorganizing into
a holding company structure effective on or about October 1, 2001
(the "Reorganization").

     As part of the above described Reorganization, (a) KCPL will
become a wholly owned subsidiary of GPE; (b) KCPL will dividend
its ownership interest in KLT INC. to GPE; and (c) consolidated
income tax returns will be filed by GPE.

     KLT INVESTMENTS, GPE and KCPL wish to obtain the consent of
CRF to certain amendments to the Documents, set forth below, in
connection with the proposed Reorganization;

     The parties to this Amendment Agreement hereby agree as
follows:

     1.  All references in the Documents to "Parent Company"
shall be deemed to refer to GPE.

     2.  All references in each Parent Agreement to KCPL shall be
deemed to refer to GPE.  By signing this Amendment Agreement, GPE
specifically assumes the duties, obligations and liabilities of
KCPL under each Parent Agreement and acknowledges the assignment
of the Documents to CRF.  KCPL is released and discharged from
any and all duties, obligations and liabilities arising from or
associated with the Documents.

     3.  All references in the Documents to a "Tax Sharing
Agreement between KCPL and its subsidiaries" shall be deemed to
refer to that certain Tax Allocation Agreement between GPE and
certain of its subsidiaries dated as of October 1, 2001, which
shall be substantially in the form  annexed hereto as Exhibit B,
and as may be amended from time to time to comply with, or as a
result of, changes in federal or state law.

     4. In the event either (i) a credit rating on GPE senior
debt from Standard & Poor's or Moody's Investors Service at any
time becomes less than investment grade, or (ii) GPE ceases to
own at least 80% of the issued and outstanding voting equity
securities of KCPL, then CRF shall have the right to cause KLT
INVESTMENTS to repurchase all or any part of the Promissory Notes
(identified in Exhibit A).  GPE shall promptly provide written
notice to CRF upon the occurrence of the event referenced in
clause (ii) of the preceding sentence. CRF shall exercise its
right by providing written notice thereof to KLT INVESTMENTS,
identifying the Promissory Notes to be repurchased (the
"Repurchased Notes").  If the event giving rise to CRF's right to
cause such repurchase continues, KLT INVESTMENTS shall, within
sixty (60) days of receipt of such notice, tender to CRF an
amount in immediately available funds equal to the aggregate of
the unpaid principal amount of the Repurchased Notes, plus
accrued and unpaid interest thereon to the date of tender (such
amount to be calculated in accordance with the information
contained in Exhibit A).  CRF shall thereupon mark the
Repurchased Notes "paid" and deliver them to KLT INVESTMENTS.

     5. CRF hereby consents to the amendments to the Documents as
set forth above.

     6.  KLT INVESTMENTS, KCPL and GPE represent to CRF that this
Amendment Agreement has been properly executed and delivered by
each of the parties' respective officers.

     7.  This Amendment Agreement shall be construed in
accordance with the laws of the State of Missouri.

     8.  This Amendment Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall
be an original, but all such counterparts shall constitute one
and the same instrument.

     EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL OTHER
REPRESENTATIONS, WARRANTIES, COVENANTS, TERMS AND CONDITIONS OF
THE DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT.

     IN WITNESS WHEREOF, the undersigned has executed this
Amendment Agreement under seal as of this first day of October,
2001, to be effective as of the date of the Reorganization.


KLT INVESTMENTS INC.


By:/s/ James P. Gilligan
      Name: James P. Gilligan
      Title: President


KANSAS CITY POWER & LIGHT COMPANY


By:/s/ B. J. Beaudoin
      Name:
      Title:


GREAT PLAINS ENERGY INCORPORATED


By: /s/ B. J. Beaudoin
     Name:
     Title:


COMMUNITY REINVESTMENT FUND, INC.


By:/s/ Mary Tingerthal
     Name: Mary Tingerthal
   Title: Vice President

                                                      Exhibit C-38

               Remaining Shares Put Option Agreement


THIS PUT OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO
TRANSFER, SALE OR OTHER DISPOSITION OF THIS PUT OPTION MAY BE MADE
UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS PUT OPTION
(OR TO THE EXTENT EXERCISABLE, THE SHARES RECEIVED UPON EXERCISE
OF THIS PUT OPTION) HAS BECOME EFFECTIVE UNDER SAID ACT; AND SUCH
REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR THE GRANTOR
OF THIS PUT OPTION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL
SATISFACTORY TO THE GRANTOR OF THIS PUT OPTION, THAT SUCH
REGISTRATION IS NOT REQUIRED WITH RESPECT TO SUCH PROPOSED
DISPOSITION THEREOF, AND THAT SUCH DISPOSITION WILL NOT CAUSE THE
LOSS OF THE EXEMPTION UPON WHICH THE GRANTOR OF THIS PUT OPTION
RELIED IN ISSUING THIS PUT OPTION TO THE ORIGINAL OWNER THEREOF.

                            PUT OPTION
                    to Purchase Common Stock of
            DTI Holdings, Inc., a Missouri corporation

     FOR VALUE RECEIVED. KLT Telecom Inc. ("Grantor") hereby
grants to Richard D. Weinstein or his permitted assigns (such
registered holder or holders of this Put Option or any related Put
Option Shares (as defined below) are hereinafter referred to as
"Optionholder") an irrevocable and exclusive option to sell ("Put
Option") that number of Optionholder's shares of common stock (the
"Common Stock") of DTI Holdings, Inc. (the "Company") contemplated
by Section 1.3 (the "Put Option Shares") of the Amended and
Restated Agreement between the parties hereto, dated as of
December 26, 2000, as amended as of January 18, 2001, to which the
form of this Put Option is attached (the "Agreement"), as a whole,
but not in part, pursuant to the terms set forth herein; provided,
however, that upon any such exercise, the Grantor may elect to
make a Company Sale during the Company Sale Period to the extent
permitted under Section 1.3 of the Agreement.

     1.   EXERCISE OF PUT OPTION

     1.1  Term.  This Put Option shall be exercisable at any time
during the period commencing on September 1, 2003 and ending on
August 31, 2005.

     1.2  Method of Exercise.  To exercise this Put Option in
whole, but not in part, the Optionholder shall deliver to Escrow
Agent (as defined in Section 4 below), (i) a duly executed written
notice, in substantially the form of the Notice of Exercise
attached hereto as Exhibit 1 (a copy of which shall be delivered
to Grantor), and (ii) this Put Option. The Escrow Agent shall as
promptly as practicable, and in any event within 5 days after
receipt of such notice, cause to be executed and delivered, in
accordance with such notice, a certificate or certificates
representing the aggregate number of shares of Common Stock
specified therein. The stock certificate or certificates so
delivered shall be issued in the name of the Grantor or such other
name as shall be designated by the Grantor, as of the date the
exercise notice is received by the Escrow Agent.

     1.3  Expenses and Taxes.  The Grantor shall pay all Put
Option expenses, taxes and other charges payable in respect of the
issue of this Put Option or the transfer of any stock
certificates.

     2.   RESTRICTIONS ON EXERCISE AND TRANSFER; LEGEND; OWNERSHIP

     2.1  Transfer.  Subject to the New Shareholders Agreement and
the Remaining Shares Call Option Agreement, the Optionholder shall
not have the right to sell, hypothecate, pledge, donate, dispose
of or otherwise transfer (collectively referred to hereinafter as
a "Transfer") this Put Option or the Put Option Shares at any
time, except as provided in this Section 2.

     2.2  Restrictions Under Securities Act. Neither this Put
Option nor the Put Option Shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act") or under
the securities laws of the any state. This Put Option may not be
exercised and neither this Put Option nor the Put Option Shares,
when issued, may be Transferred (i) if such action would
constitute a violation of any federal or state securities laws or
a breach of the conditions to any exemption from registration
thereunder (including a loss of the exemptions under the
Securities Act, or applicable state securities laws, on which the
Grantor relied in issuing this Put Option) and (ii) unless and
until one of the following has occurred: (1) registration of this
Put Option or the Put Option Shares, as the case may be, under the
Securities Act, and such registration or qualification as may be
necessary under the securities laws of any state, has become
effective, or (2) the Optionholder has delivered to the Grantor an
opinion of counsel reasonably acceptable to the Grantor that such
registration or qualification is not required and such action will
not constitute a breach of the conditions to any exemption from
registration thereunder (including a loss of the exemptions under
the Securities Act, or applicable state securities laws, on which
the Grantor relied in issuing this Put Option).

     2.3  Ownership of Put Option. Grantor and Escrow Agent may
deem and treat the person in whose name this Put Option is
registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone) for all
purposes and shall not be affected by any notice to the contrary.

     3.   EXERCISE PRICE

     Exercise Price. Upon the exercise of this Put Option, Grantor
shall pay an aggregate exercise price for all, but not less than
all, of the Put Option Shares being purchased at a price
determined in accordance with Section 1.3 of the Agreement (the
"Remaining Shares Exercise Price").

     4.   TRANSFER OF PUT OPTION SHARES TO ESCROW

     All of the Put Option Shares will be transferred and
delivered with the signing of this Put Option to an agreed upon
escrow agent (the "Escrow Agent"), pursuant to a mutually agreed
upon escrow agreement (the "Escrow Agreement"). Such Escrow Agent
will tender the Put Option Shares to Optionholder in accordance
with the terms of this Put Option.

5.   NOTICE

     Any notice or other document required or permitted to be
given or delivered to the Grantor shall be delivered at, or sent
by certified or registered mail (return receipt requested) to such
holder at the last address shown on the books of the Escrow Agent
of which address such Grantor shall have notified the Escrow Agent
in writing. Any notice or other document required or permitted to
be given or delivered to holders of record of outstanding Put
Option Shares shall be delivered at, or sent by certified or
registered mail to, each such Grantor at such Grantor's address as
the same appears on the records of the Escrow Agent. Any notice or
other document required or permitted to be given or delivered to
the Optionholder shall be delivered at or sent by certified or
registered mail to 14222 Kinderhook Drive, Chesterfield, Missouri
63017, or such other address within the United States of America
as shall have been furnished in writing by the Optionholder to the
Escrow Agent. Any notice or other document required or permitted
to be given or delivered to the Escrow Agent shall be delivered at
or sent by certified or registered mail to the address specified
in the Escrow Agreement or such other address within the United
States of America as shall have been furnished in writing by the
Escrow Agent to Grantor and to Optionholder. Notices shall be
deemed to have been received on the date of the actual receipt
which, in the case of mailing, shall be the date of receipt shown
on the return receipt.

     6.   LIMITATIONS OF LIABILITY; NOT SHAREHOLDERS

     No provision of this Put Option shall be construed as
conferring upon the holder hereof the right to vote, consent,
receive dividends or receive notice other than as herein expressly
provided in respect of meetings of shareholders for the election
of directors of the Company or any other matter whatsoever as a
shareholder of the Company. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of
Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability
of such holder for the purchase price of any Put Option Shares or
as a shareholder of the Company, whether such liability is
asserted by Grantor or Company, or by creditors of Grantor or
Company.

     7.   LOSS, DESTRUCTION, ETC. OF PUT OPTION

     Upon receipt of evidence satisfactory to the Escrow Agent of
the loss, theft, mutilation or destruction of the Put Option. and
in the case of any such loss, theft or destruction upon delivery
of a bond of indemnity in such form and amount as shall be
reasonably satisfactory to the Escrow Agent and Grantor, or in the
event of such mutilation upon surrender and cancellation of the
Put Option, the Escrow Agent shall cause the Grantor to make and
deliver a new Put Option. of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Put Option.

     8.   GENERAL PROVISIONS

     8.1  Amendment. This Put Option may be amended only by
agreement signed by both the Grantor and the Optionholder.

     8.2  Successors and Assigns. This Put Option shall be binding
upon and inure to the benefit of the Grantor and his successors
and assigns and the Optionholder and its or his permitted
successors and assigns.

     8.3  Captions. The captions used in this Put Option are for
convenience only and do not constitute a part of this Put Option
or such Exhibits.

     8.4  Complete Agreement. This Put Option and the Purchase
Agreement contain the complete agreement between the parties
relating to the matters referred to herein and supersede any prior
understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject
matter hereof in any way.

     8.5  Choice of Law. All questions concerning the
construction, validity and interpretation of this Put Option and
the Exhibits hereto shall be governed by the laws of the State of
Missouri.

     8.6  Definitions. Unless otherwise defined in this Put
Option, all capitalized terms herein shall have the meaning
ascribed to them in the Agreement.

     IN WITNESS WHEREOF, the Grantor has executed this Put Option
this 6th day of February, 2001.


                              KLT TELECOM, INC.


                              By: /s/ Mark R. Schroeder
                              Name:     Mark R. Schroeder
                              Title:    Vice President

                                                      Exhibit C-39

              Remaining Shares Call Option Agreement


THIS CALL OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CALL OPTION MAY BE
MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS CALL
OPTION (OR TO THE EXTENT EXERCISABLE, THE SHARES RECEIVED UPON
EXERCISE OF THIS CALL OPTION) HAS BECOME EFFECTIVE UNDER SAID ACT;
AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER
THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR THE
GRANTOR OF THIS CALL OPTION HAS BEEN FURNISHED WITH AN OPINION OF
COUNSEL SATISFACTORY TO THE GRANTOR OF THIS CALL OPTION, THAT SUCH
REGISTRATION IS NOT REQUIRED WITH RESPECT TO SUCH PROPOSED
DISPOSITION THEREOF, AND THAT SUCH DISPOSITION WILL NOT CAUSE THE
LOSS OF THE EXEMPTION UPON WHICH THE GRANTOR OF THIS CALL OPTION
RELIED IN ISSUING THIS CALL OPTION TO THE ORIGINAL OWNER THEREOF.

                            CALL OPTION
                    to Purchase Common Stock of
            DTI Holdings, Inc., a Missouri corporation

     FOR VALUE RECEIVED, Richard D. Weinstein ("Grantor") hereby
grants to KLT Telecom Inc. or its permitted assigns (such
registered holder or holders of this Call Option or any related
Call Option Shares (as defined below) are hereinafter referred to
as "Optionholder") an irrevocable and exclusive Option to purchase
("Call Option") that number of Grantor's shares of common stock
(the "Common Stock") of DTI Holdings, Inc. (the "Company")
contemplated by Section 1.4 (the "Call Option Shares") of the
Amended and Restated Agreement between the parties hereto, dated
as of December 26, 2000, as amended as of January 18, 2001, to
which the form of this Call Option is attached (the "Agreement"),
as a whole, but not in part, pursuant to the terms set forth
herein.

     1.   EXERCISE OF CALL OPTION

     1.1  Term. This Call Option shall be exercisable at any time
during the period commencing on September 1, 2005 and ending on
September 1, 2007.

     1.2  Method of Exercise. To exercise this Call Option in
whole, but not in part, the Optionholder shall deliver to Escrow
Agent (as defined in Section 4 below). (i) a duly executed written
notice, in substantially the form of the Notice of Exercise
attached hereto as Exhibit 1 (a copy of which shall be delivered
to Grantor), (ii) payment of the Remaining Shares Call Exercise
Price (as defined in Section 3 below) for each share of Common
Stock purchased in cash, and (iii) this Call Option. The Escrow
Agent shall as promptly as practicable, and in any event within 5
days after receipt of such notice, cause to be executed and
delivered, in accordance with such notice, a certificate or
certificates representing the aggregate number of shares of Common
Stock specified therein. The stock certificate or certificates so
delivered shall be issued in the name of the Optionholder or such
other name as shall be designated by the Optionholder, as of the
date the exercise notice is received by the Escrow Agent.

     1.3  Expenses and Taxes. The Grantor shall pay all Call
Option expenses, taxes and other charges payable in respect of the
issue of this Call Option or the transfer of any stock
certificates.

     2.   RESTRICTIONS ON EXERCISE AND TRANSFER; LEGEND; OWNERSHIP

     2.1  Transfer. Subject to the New Shareholders Agreement and
the Remaining Shares Put Option Agreement, the Optionholder shall
not have the right to sell, hypothecate, pledge, donate, dispose
of or otherwise transfer (collectively referred to hereinafter as
a "Transfer") this Call Option or the Call Option Shares at any
time, except as provided in this Section 2.

     2.2  Restrictions Under Securities Act. Neither this Call
Option nor the Call Option Shares have been registered under the
Securities Act of 1933, as amended (the "Securities Act") or under
the securities laws of any state. This Call Option may not be
exercised and neither this Call Option nor the Call Option Shares,
when issued, may be Transferred (i) if such action would
constitute a violation of any federal or state securities laws or
a breach of the conditions to any exemption from registration
thereunder (including a loss of the exemptions under the
Securities Act, or applicable state securities laws, on which the
Grantor relied in issuing this Call Option) and (ii) unless and
until one of the following has occurred: (1) registration of this
Call Option or the Call Option Shares, as the case may be, under
the Securities Act, and such registration or qualification as may
be necessary under the securities laws of any state, has become
effective, or (2) the Optionholder has delivered to the Grantor an
opinion of counsel reasonably acceptable to the Grantor that such
registration or qualification is not required and such action will
not constitute a breach of the conditions to any exemption from
registration thereunder (including a loss of the exemptions under
the Securities Act, or applicable state securities laws, on which
the Grantor relied in issuing this Call Option).

     2.3  Ownership of Call Option. Grantor and Escrow Agent may
deem and treat the person in whose name this Call Option is
registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone) for all
purposes and shall not be affected by any notice to the contrary.

     3.   EXERCISE PRICE

     Exercise Price. Upon the exercise of this Call Option,
Optionholder shall pay an aggregate exercise price for all, but
not less than all, of the Call Option Shares being purchased at a
price determined in accordance with Section 1.4 of the Agreement
(the "Remaining Shares Call Exercise Price").

     4.   TRANSFER OF CALL OPTION SHARES TO ESCROW

     All of the Call Option Shares will be transferred and
delivered with the signing of this Call Option to an agreed upon
escrow agent (the "Escrow Agent"), pursuant to a mutually agreed
upon escrow agreement (the "Escrow Agreement"). Such Escrow Agent
will tender the Call Option Shares to Optionholder in accordance
with the terms of this Call Option.

     5.   NOTICE

     Any notice or other document required or permitted to be
given or delivered to the Optionholder shall be delivered at, or
sent by certified or registered mail (return receipt requested) to
such holder at the last address shown on the books of the Escrow
Agent of which address such Optionholder shall have notified the
Escrow Agent in writing. Any notice or other document required or
permitted to be given or delivered to holders of record of
outstanding Call Option Shares shall be delivered at, or sent by
certified or registered mail to, each such Optionholder at such
Optionholder's address as the same appears on the records of the
Escrow Agent. Any notice or other document required or permitted
to be given or delivered to the Grantor shall be delivered at or
sent by certified or registered mail to 14222 Kinderhook Drive,
Chesterfield, Missouri 63017, or such other address within the
United States of America as shall have been furnished in writing
by the Grantor to the Escrow Agent. Any notice or other document
required or permitted to be given or delivered to the Escrow Agent
shall be delivered at or sent by certified or registered mail to
the address specified in the Escrow Agreement or such other
address within the United States of America as shall have been
furnished in writing by the Escrow Agent to Grantor and to
Optionholder. Notices shall be deemed to have been received on the
date of the actual receipt which, in the case of mailing, shall be
the date of receipt shown on the return receipt.

     6.   LIMITATIONS OF LIABILITY; NOT SHAREHOLDERS

     No provision of this Call Option shall be construed as
conferring upon the holder hereof the right to vote, consent,
receive dividends or receive notice other than as herein expressly
provided in respect of meetings of shareholders for the election
of directors of the Company or any other matter whatsoever as a
shareholder of the Company. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of
Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability
of such holder for the purchase price of any Call Option Shares or
as a shareholder of the Company, whether such liability is
asserted by Grantor or Company, or by creditors of Grantor or
Company.

     7.   LOSS, DESTRUCTION, ETC. OF CALL OPTION

     Upon receipt of evidence satisfactory to the Escrow Agent of
the loss, theft, mutilation or destruction of the Call Option, and
in the case of any such loss, theft or destruction upon delivery
of a bond of indemnity in such form and amount as shall be
reasonably satisfactory to the Escrow Agent and Grantor, or in the
event of such mutilation upon surrender and cancellation of the
Call Option, the Escrow Agent shall cause the Grantor to make and
deliver a new Call Option, of like tenor, in lieu of such lost,
stolen. destroyed or mutilated Call Option.

8.   GENERAL PROVISIONS

     8.1  Amendment. This Call Option may be amended only by
agreement signed by both the Grantor and the Optionholder.

     8.2  Successors and Assigns. This Call Option shall be
binding upon and inure to the benefit of the Grantor and his
successors and assigns and the Optionholder and its or his
permitted successors and assigns.

     8.3  Captions. The captions used in this Call Option are for
convenience only and do not constitute a part of this Call Option
or such Exhibits.

     8.4  Complete Agreement. This Call Option and the Purchase
Agreement contain the complete agreement between the parties
relating to the matters referred to herein and supersede any prior
understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject
matter hereof in any way.

     8.5  Choice of Law. All questions concerning the
construction, validity and interpretation of this Call Option and
the Exhibits hereto shall be governed by the laws of the State of
Missouri.

     8.6  Definitions. Unless otherwise defined in this Call
Option, all capitalized terms herein shall have the meaning
ascribed to them in the Agreement.

     IN WITNESS WHEREOF, the Grantor has executed this Call Option
this 6th day of February, 2001.


                                   /s/ Richard D. Weinstein
                                   Richard D. Weinstein

Exhibit c-40 LEASE AGREEMENT THIS AGREEMENT, entered into this 1st day of October, 1984, between KANSAS GAS AND ELECTRIC COMPANY, hereinafter referred to as KG&E or "Lessor", and KANSAS CITY POWER AND LIGHT COMPANY, hereinafter referred to as KCP&L or "Lessee", W I T N E S S E T H: WHEREAS, KG&E and KCP&L are co-owners of the Wolf Creek Generating Station ("Wolf Creek") and the La Cygne Generating Station ("La Cygne"); and WHEREAS, KCP&L requires a transmission path to deliver its share of power and energy generated at Wolf Creek to its transmission system; and WHEREAS, KG&E owns a 345 KV transmission line approximately fifty-nine and 4/10 (59.4) miles in length, extending from the bus in the LaCygne switchyard to the bus in the Wolf Creek switchyard, hereinafter referred to as the "Transmission Line"; NOW, THEREFORE, for and in consideration of their mutual covenants and agreements hereinafter set forth, Lessor hereby leases to Lessee the Transmission Line on the following terms and conditions: 1. KG&E leases the Transmission Line, including all poles, wires, fixtures, and appurtenances, and right-of-way easements upon which such Transmission Line is constructed to KCP&L. 2. This lease shall commence when the Wolf Creek turbine generator is first synchronized to the 345 KV transmission system for the generation of electric power and when such power is predominantly resultant from the nuclear fission process in the Wolf Creek reactor core and shall extend for five (5) years thereafter, subject to any early termination, extensions, or renewals as provided below. 3. Following the original five (5) year term, this lease shall be automatically renewed for an additional one (1) year term and for successive one (1) year terms unless either party, at least two (2) years prior to the expiration of the original term or, if renewed, at least two (2) years prior to the expiration of the renewal term, gives written notice to the other party that the lease term will not be renewed. 4. In the event KCF&L shall secure an alternate transmission path to Wolf Creek, KCP&L may cancel this lease upon ninety (90) days written notice to KG&E of its intention to do so. 5. Lessee shall pay to Lessor as rental for the Transmission Line the following sums for each month of each respective year of the original term: For the first year, $189,857.50 per month For the second year, $183,989.16 per month For the third year, $174,367.50 per month For the fourth year, $165,498.33 per month For the fifth year, $157,376.66 per month The first rental payment shall be due on the commencement date of this lease as provided in paragraph two (2) of this Lease Agreement and each subsequent rental payment shall be paid on the same date of each succeeding month. For each renewal term, the rental payments shall be the same as the rental payments due for each month of the fifth year of the original term, subject to any modifications under paragraph six (6). 6. After acceptance of the initial filing of this Lease Agreement, Lessor shall have the right to unilaterally make application to the Federal Energy Regulatory Commission for a change in rates or terms and conditions of this Lease Agreement under Subsection 205 of the Federal Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder. 7. KCP&L represents that it has inspected the Transmission Line and finds it suitable for its intended purposes and accepts the line in its present condition. 8. No modifications or alterations, other than required maintenance, shall be made to the Transmission Line without the approval of the parties to this Lease Agreement. However, if KG&E desires to underbuild or to add, at its costs, equipment or facilities to the Transmission Line, KCP&L shall give its approval, provided such alterations do not unreasonably interfere with KCP&L's use of the Transmission Line. 9. The Transmission Line will be operated and maintained by KG&E personnel in accordance with KG&E's practices. 10. In addition to the payment set forth in Paragraph 5, KCP&L shall reimburse KG&E for all direct and indirect operating expenses attributable to the Transmission Line. (a) Operating expenses shall include but shall not be limited to: 1. All direct operation and maintenance expenses as recorded in the transmission accounts 563 and 571, plus ten percent (10%). 2. Payroll taxes recorded in account 408 related to KG&E labor charged to the above transmission accounts. 3. Pensions and Benefits - account 926 related to KG&E labor charged to the above transmission accounts. 4. Property insurance applicable to the Transmission Line - account 924. 5. Regulatory Commission expenses applicable to this lease - account 928. 6. Property taxes applicable to the Transmission Line- account 408. 7. An indirect overhead rate, the numerator of which is KG&E Administrative and General expenses in account 920, 921, 922, 925, 930.2, and 932, and the denominator of which is utility expenses to which such expenses apply, specifically excluding fuel, purchased power and interchanged power costs, applicable to transmission accounts 563 and 571. (b) Such expenses shall be paid by KCP&L within thirty (30) days after being billed for such expenses by KG&E. 11. Annually KG&E shall provide KCP&L a maintenance and operations budget with regard to the Transmission Line. 12. With respect to the payments set forth in Paragraph 10, KG&E shall provide KCP&L access to all documents, books and records that KCP&L may reasonably require to verify and audit such taxes and expenses. 13. In the event the Transmission Line is damaged by storm or other casualty Lessor shall repair the same, such repairs to be accomplished with reasonable diligence after notice of such damage, the capital expense of such repair shall be borne by Lessor. Such damage shall not be cause for terminating this lease, but may result in review pursuant to Paragraph 6 if KG&E's cost in the Transmission Line is significantly increased. 14. Lessor shall not be liable for any consequential damage as a result of the unavailability of the Transmission Line for any reason other than its willful misconduct or gross negligence. It is expressly agreed that Lessor does not insure continuous availability of the Transmission Line. 15. This lease shall not be assigned nor shall the subject Transmission Line or any part thereof be let or sublet by the Lessee. 16. Upon default of any obligation of either party under this lease, the aggrieved party may give the other party written notice that it demands compliance with the lease and that such default or breach be cured within thirty (30) days of the date of the notice. If within the said time such default or breach is not cured, the aggrieved party may terminate this lease by giving sixty (60) days notice of such termination. 17. At the end of the term of this lease or any renewal thereof, or upon termination under any of the other provisions of this lease, Lessee shall quit and surrender the Transmission Line. 18. Any scheduled outages of the Transmission Line for maintenance and/or construction shall be coordinated between the dispatching personnel of the parties. 19. The interconnection metering on the Transmission Line is currently located at LaCygne. During the term of the lease and any renewals thereof, the interconnection metering shall be at Wolf Creek. Any expenses associated with the establishment of metering facilities at Wolf Creek shall be paid by KCP&L. At the expiration of the term of the lease or any renewal thereof, the interconnection metering shall revert to LaCygne and KCP&L shall pay any costs associated therewith. 20. In the event either party hereto should be delayed in or prevented from performing or carrying out any of the agreements, covenants, and obligations made by and imposed upon said parties by this agreement, by reason of or through strike, stoppage in labor, failure of contractors or suppliers of materials, riot, fire, storm, flood, earthquake, ice, invasion, civil war, commotion, insurrection, military or usurped power, order of any court granted in any bona fide adverse legal proceedings or action, order of any civil or military authority, either de facto or de jure, explosion, act of God or the public enemies, or any cause reasonably beyond its control and not attributable to its neglect, such delay or prevention shall not constitute a breach of this agreement, and both parties shall be relieved of performance under this agreement and shall not be liable to the other party for or on account of any loss, damage, injury, or expense resulting from or arising out of such delay or prevention; provided, however, that the party suffering such delay or prevention shall use due and practical diligence to remove the cause or causes thereof; and provided, further, that neither party shall be required by the foregoing provisions to settle a strike except when, according to its own best judgment, such a settlement seems advisable. 21. Each party will defend, indemnify and save harmless the other party against liability, loss, costs and expenses resulting from injury to or death of its own employees, occurring while such employees are engaged in the line of their duties, whether or not such employees be harmed on the property of, or on or adjacent to the facilities of the other party. 22. All rights and remedies under this lease shall be cumulative and none shall exclude any other rights and remedies allowed by law to either party. 23. Any waiver at any time by either party of its right with respect to a default under this agreement, or with respect to any other matter arising in connection with this agreement, shall not be deemed a waiver with respect to any subsequent default or matter. Any delay short of the statutory period of limitation in asserting or enforcing any right shall not be deemed a waiver of such right. 24. Any notices which Lessor or Lessee shall be required or may desire to give to the other shall be made in writing and sent by United States mail, postage prepaid, addressed to Lessor at its offices in Wichita, Kansas, and to Lessee at its offices in Kansas City, Missouri. 25. The terms and provisions herein contained constitute the entire agreement between the parties and supercede all previous communications, representations or agreements, either verbal or written between the parties hereto with respect to the subject matter hereof. 26. Both parties acknowledge and agree that each of the provisions set forth above are essential elements of the consideration given for this agreement and, therefore, in the event that any regulatory body having jurisdiction or any court of competent jurisdiction should not approve any provision of this agreement, on its initial filing, then either party shall be entitled to withdraw or cancel this agreement provided that both parties reserve the right at all times to judicial review in the courts of any action, order or approval or disapproval by such regulatory body in such manner as may be permitted by applicable law. 27. This Lease Agreement shall be null and void if the Nuclear Regulatory Commission requires an additional 345 KV line to Wolf Creek as a condition of the grant of an operating license for Wolf Creek. 28. Lessor shall have the primary responsibility, at KCP&L's costs, to secure all regulatory approvals as may be required, except for any certification of convenience and necessity which KCP&L must obtain, which regulatory approval shall be the primary responsibility of KCP&L. The parties shall cooperate fully in securing such approvals. IN WITNESS WHEREOF, we have hereunto set our hands the day and year first above written. KANSAS GAS AND ELECTRIC COMPANY By /s/Kent R. Brown Title Group Vice President-Technical Services ATTEST: "LESSOR" /s/Richard W. Jewell Secretary KANSAS CITY POWER & LIGHT COMPANY By /s/L. Rasmussen Executive Vice President ATTEST: "LESSEE" /s/Jeanie Sell Latz Secretary Approved: /s/Eric T. Swanson Counsel

April 9, 1991 Mr. Kent R. Brown Group Vice President Kansas Gas and Electric Company 120 E. First P. O. Box 208 Wichita, Kansas 67201 Dear Mr. Brown: As we have discussed in our recent phone conversation, KCPL is willing, in response to your recent proposals, to agree to the following terms to resolve the remaining issues regarding extension by Kansas Gas and Electric Company ("KGE") and Kansas City Power & Light Company ("KCPL") of the October 1, 1984 Lease Agreement ("Lease") of the Wolf Creek/LaCygne transmission line. We will agree to the following: 1. Both parties will treat the notice of intent not to renew the Lease upon the expiration of its five-year term in 1990, sent by KCPL on July 8, 1988, and the notice sent by KGE on May 2, 1990, setting a termination date of the Lease on August 2, 1990, as void, ab initio. 2. The parties agree, all other notices, attempted notices and regulatory filings to date notwithstanding, that the Lease is in full force and effect pursuant to its own terms of automatic renewal for successive one-year terms unless either party, at least two years prior to the expiration of the original term or, if renewed, at least two years prior to the expiration of the renewal term, gives written notice to the other party that the Lease term will not be renewed. 3. The parties agree that throughout the operating life of the Wolf Creek Generating Station neither party will give such a notice that the Lease will be canceled or otherwise not renewed, except for material breach by the other party or, for KCPL, except in the additional circumstance identified in the fifth paragraph of this letter agreement contained below. 4. The parties agree that while the Lease is in effect, KGE will be entitled to no other compensation for delivery to KCPL of KCPL's Wolf Creek entitlements. The parties further agree that during that same period KGE will not exercise its right contained in Paragraph 6 of the Lease to unilaterally make application to the Federal Energy Regulatory Commission for a change in the rental payment specified in Paragraph 5 of the Lease, unless that change in rental payment is based on KGE's actual costs in the Wolf Creek/LaCygne transmission line, including any costs incurred by KGE in the circumstances identified in Paragraph 13 of the Lease. 5. The parties agree that in the event KGE does exercise its right for a change in the rental payment under the terms of the preceding paragraph of this letter agreement, KCPL will be entitled, if it chooses, to exercise its right contained in Paragraph 4 of the Lease to cancel the Lease upon ninety (90) days written notice if it is able to secure an alternative transmission path to Wolf Creek, which could include construction of its own transmission line. KCPL agrees that in consideration of the extension of the Lease pursuant to the terms hereunder it will not exercise its right in that regard, except in the circumstance described in this paragraph, throughout the operating life of the Wolf Creek Generating Station. 6. The parties agree that the Lease and this letter agreement will be binding upon their respective successors and assigns. KGE represents that KGE has the authority under its existing merger agreement with the Kansas Power and Light Company ("KPL") to so bind KPL upon its merger with KGE (and the corporation which will emerge from that proposed merger), or if it does not have such authority, that the concurrence of KPL in the terms of the Lease, and this letter agreement, will be obtained in writing within 5 days of the execution of the letter agreement by the parties. 7. KCPL agrees that upon the execution of this letter agreement (including any written concurrence by KPL required pursuant to the preceding paragraph), and upon the filing of this letter agreement by KGE for the necessary approvals from the regulatory agency having jurisdiction (which application would include KCPL's certificate of concurrence), KCPL will promptly withdraw its intervention in FERC Docket No. EC91-2-000 and will no longer participate in addressing any issue regarding the transmission services to be provided by KGE and/or KPL upon the consummation of their proposed merger which may arise in KCC Docket No. 174,155-U or in MPSC Docket No. EM-91-213. By remaining as intervenor in KCC Docket No. 174,155-U and in MPSC Docket No. EM-91- 213 it is not KCPL's desire or intent to oppose KGE and KPL's merger application, but to protect its interests on any (non-transmission) issue affecting it as a utility which would be interconnected with the merged company which may arise during the hearings in those proceedings. 8. This letter agreement will be effective and binding between KCPL and KGE even in the circumstance that the proposed merger between KGE and KPL is not consummated for whatever reason. If you concur that the foregoing represents our agreement as to the continued effectiveness of the Lease, please sign where indicated below and return a signed copy to me. Very truly yours, /s/J. M. Evans JME:cb The above and foregoing letter agreement approved by Kansas Gas and Electric Company this 9th day of April, 1991. By /s/Kent R. Brown Kent R. Brown Group Vice President

                                                Exhibit C-41

                  Facilities Use Agreement
                       by and between
  St. Joseph Light & Power Company and Kansas City Power &
                        Light Company
   for Access by Kansas City Power & Light Company to the
   Cooper-Fairport-St. Joseph 345 Kilovolt Interconnection


     THIS AGREEMENT, made the 5th day of March, 1990, by and
between St. Joseph Light & Power Company ("SJLP"), a
Missouri Corporation, and Kansas City Power & Light Company
("KCPL"), a Missouri Corporation;

     WITNESSETH:

     WHEREAS SJLP and KCPL ("Party" or "Parties") are each
the owner and operator of an electric utility system,
including facilities for generation, transmission,
distribution and sale of electric power and energy, and

     WHEREAS the electric systems of the Parties are
interconnected at 345 kV at their jointly owned Iatan
substation, as well as at other locations, and

     WHEREAS the Parties are participants along with five
other electric utilities, in a transmission interconnection
project known as the Cooper-Fairport-St. Joseph 345 Kilovolt
Interconnection ("CFSI") and

     WHEREAS the CFSI participants have entered into an
agreement to construct the necessary 345 kV transmission
lines and other facilities, along with three terminals
("Terminal Facilities") through which the seven CFSI
participants will access the CFSI as "Points of
Interconnection" (as these two terms are defined in the CFSI
agreement), and

     WHEREAS the CFSI agreement provides that each CFSI
participant, either by direct ownership or by other means,
will be responsible for the expense of  owning and operating
an equal one-seventh share of the transmission line and
certain other "Joint Facilities" (as this term is defined in
the CFSI agreement) and shall provide for its own access to
the CFSI through one of the three sets of Terminal
Facilities, and

     WHEREAS the CFSI agreement provides that one of the
three sets of Terminal, Facilities will be located at the
St. Joseph 345 kV substation, owned and operated by SJLP,
and that the financial and liability responsibilities for
the ownership and operation of the SJLP Terminal Facilities
will be established in a separate agreement between SJLP and
KCPL, and

     WHEREAS KCPL desires its Point of Interconnection with
the CFSI to be SJLP's Terminal Facilities and desires to
transfer power and energy from and to those Terminal
Facilities by use of SJLP's existing 345 kV line in service
between the Iatan and the St. Joseph substations, and

     NOW THEFORE, in consideration of the premises and of
the mutual covenants herein set forth, the Parties agree as
follows:

     1.   SJLP shall design, construct, own, operate and maintain
          the Terminal Facilities called for in the CFSI agreement at
          its St. Joseph Substation according to such standards and
          procedures as are agreed to by the Parties. KCPL shall be
          provided opportunity to review SJLP's activity in these
          matters to verify that SJLP is in compliance with the
          provisions of this paragraph.

     2.   The costs of such construction shall include any costs
          for the work of relocating or modifying any substation or
          line facilities in or near the St. Joseph Substation which
          may not be a part of the Terminal Facilities but which
          relocation or modification is made necessary by the
          installation of the Terminal Facilities.

     3.   Due to the physical arrangement of the existing 345 kV
          equipment at the St. Joseph Substation, as well as the need
          to rearrange certain 345 kV line exits in order to obtain
          the most effective substation configuration, the Fairport-
          St. Joseph segment of the CFSI will terminate between two
          existing circuit breakers, one of which is shown in Exhibit
          A of the CFSI agreement as a component of the St. Joseph
          Terminal Facilities. The connection of the Fairport line
          will, however, require a new 345 kV circuit breaker to be
          installed in another location on the 345 kV bus at the St.
          Joseph Substation. For the purpose of establishing SJLP's
          construction, ownership, operation and maintenance costs
          attributable to its Terminal Facilities referred to in
          paragraph 4 below, the costs associated with the new circuit
          breaker will be used rather than those of the existing
          circuit breaker which is located in the position of the
          Terminal Facilities.

     4.   In recognition for the right of access provided in
          paragraph 6 below, KCPL agrees to reimburse SJLP or
          otherwise take responsibility for fifty percent (50%) of
          SJLP's one-seventh share of the expense of owning the CFSI
          Joint Facilities and fifty percent (50%) of SJLP's expense
          of constructing, owning and operating SJLP's Terminal
          Facilities. Upon completion of the Terminal Facilities and
          any related work, and placing the terminal in service, SJLP
          shall certify to KCPL the total cost of the work including
          all appropriate overheads. Beginning at the time the
          Terminal Facilities are placed in service, KCPL agrees to
          pay SJLP each month during the term of this Agreement,
          within six working days of receipt of SJLP's invoice, a fee
          as set forth in Exhibit A. The initial and final monthly
          payments shall be prorated for fractional parts of a month
          if applicable.

     5.   KCPL agrees that, during the term of this Agreement,
          any future additions to or upgrades of the Terminal
          Facilities which are necessary and appropriate for the
          continued operation of the CFSI for the purposes
          contemplated in the CFSI agreement, including conversion to
          breaker-and-one-half arrangement in the event the St. Joseph
          Substation is expanded beyond the. present six-bay ring bus
          arrangement, will be constructed by SJLP and will be
          included as a part of the Terminal Facilities at the time
          such added or upgraded facilities are placed in service.

     6.   SJLP  agrees that KCPL, by meeting its obligations
          under this Agreement, shall have the right to access the
          CFSI over SJLP's Iatan - St. Joseph 345 kV line and across
          its St. Joseph Substation facilities ("Path") to the
          Terminal Facilities at the St. Joseph Substation subject to
          the following conditions:

          a)   KCPL shall have a right to schedule power and energy
               under the CFSI service schedules over the Path, subject
               to all terms and conditions of the CFSI agreement, in
               each direction in amounts up to KCPL's proportionate
               share of the capacity of the Path as set forth in
               paragraph 6(d) below.

          b)   SJLP shall have a right to utilize the Path for any
               purpose in each direction in amounts up to SJLP's
               proportionate share of the capacity of the Path as set
               forth in paragraph 6(d) below.

          c)   If either Party does not fully utilize its capacity
               rights as set forth above in (a) and (b), the other
               Party may utilize such unused capacity; subject
               however, to recapture by the entitled Party upon 24
               hours notice. In the event that the application of the
               24 hour notice provision of this subparagraph results in
               a consistent impediment to the ability of one Party
               to utilize its proportionate share of the capacity of
               the Path, the Parties shall, by mutual agreement,
               adopt such alternate provisions as will
               effectively remove such impediment.

          d)   KCPL's proportionate share of the capacity of the Path
               shall be equal to 475 divided by the nominal capacity of
               the Path expressed in megavolt-amperes. SJLP's
               proportionate share shall be equal to 1.0 minus KCPL's
               proportionate share. The nominal capacity of the Path is
               950 MW; however, SJLP may, at its own expense, upgrade
               the conductor and/or other facilities of the Path to
               increase the nominal capacity rating. If SJLP elects to
               increase the nominal capacity rating, it shall promptly
               notify KCPL of such action. Any temporary reduction in
               the current carrying capacity of the Path shall be
               treated as a curtailment incident under the procedures
               set forth in paragraph 6(e) below and not as a reduction
               of the nominal capacity rating.

          e)   In the event of a necessity, for any reason, to curtail
               schedules over the Path, the following priorities shall
               be observed:

               i)   SJLP's use of the Path for schedules related to any
                    generating capacity located at the Iatan Station
                    which SJLP owns, or may own or contract for during
                    the term of this Agreement, shall have the highest
                    priority.

               ii)  SJLP's emergency service transactions and/or capacity
                    transactions which are not provided for in (i) above
                    shall be of equal priority with KCPL's emergency
                    service and/or capacity transactions and shall have
                    the second highest priority.

               iii) SJLP's energy transactions and KCPL's energy
                    transactions shall have equal priority and shall
                    have a priority lower than the transactions listed
                    in (i) and (ii) above.

               iv)  Procedures for curtailment shall follow the principle
                    that curtailments within each category of transaction
                    shall be accomplished by first reducing each Party's
                    scheduled transactions to its proportionate share of
                    the nominal capacity of the Path and then reducing
                    the remaining transactions in proportional amounts
                    until the necessity to curtail is alleviated.

     7.   This Agreement shall become effective upon its
          execution by the Parties and shall be coterminous with and
          shall remain in effect concurrently with the CFSI agreement,
          so long as KCPL remains a participant in the CFSI agreement.

     8.   This Agreement shall be amended in the event that the
          CFSI agreement is amended in a manner that causes material
          change in the terms, conditions or underlying concepts
          contemplated by or embodied in this Agreement.

          If, however, the Parties are unable to reach
          agreement on an amendment in the above
          circumstance, then this matter shall be resolved
          by arbitration in accordance with the provisions
          of the following paragraph 9.

     9.   In the event of any dispute between the Parties arising
          under this Agreement, each Party shall have the right to
          appoint a disinterested person as arbitrator and the matter
          or matters in dispute shall be decided by said arbitrators
          and in the event that said arbitrators are unable to agree,
          said arbitrators shall appoint a third and disinterested
          party and the decision of two of the three shall be binding
          and conclusive upon the parties hereto, and in the event
          that the said two arbitrators shall be unable to agree with
          respect to the appointment of a third, such third arbitrator
          or umpire shall be appointed by the Senior Judge then
          sitting in the Western District of the United States
          District Court for the State of Missouri. Other than as
          provided for herein, the submission of any controversy
          arising under this Agreement to arbitration shall be in such
          manner as is provided for under the Missouri General
          Arbitration Act, Sections 435.350 et seq., R.S.MO.

     10.  All risk, loss and damage paid to third parties arising
          out of the ownership, construction, operation, or
          maintenance of the Terminal Facilities, as that ownership,
          construction, operation or maintenance relates to
          performance of obligations under this Agreement, shall be
          borne equally by the Parties except that, in the case of
          willful or wanton action on the part of one Party, that
          Party shall bear full responsibility for any third party
          liability arising from such willful or wanton action and
          shall indemnify, hold harmless and defend the other Party
          from all demands, claims, losses or liabilities arising from
          such willful or wanton action.

     11.  The Parties shall not be considered to be in default
          with respect to any obligation hereunder if prevented or
          delayed in whole or in part from fulfilling such obligation
          by reason of uncontrollable forces, provided that the
          provisions of this Section shall not apply to the obligation
          for payments to be made under this Agreement. The term
          "Uncontrollable Forces" shall mean storm, flood, lightning,
          earthquake, fire, explosion, failure of facilities not due
          to lack of proper care or maintenance, civil disturbance,
          labor disturbance, sabotage, war, national emergency,
          restraint by court or act of a public authority, or other
          causes beyond the control of the Party affected, which such
          Party could not reasonably have been expected to have
          avoided by exercise of due diligence and foresight. Any
          Party unable to fulfill any of its obligations by reason of
          Uncontrollable Forces will exercise its best efforts to
          remove such disability with reasonable dispatch, provided
          that neither Party shall be required to settle or resolve
          labor disturbances or strikes or to accept or agree to
          governmental or regulatory orders or conditions without
          objection or contest on any basis not acceptable to such
          Party in its sole discretion. Notice of Uncontrollable
          Forces shall be given by the Party affected as soon as
          reasonably possible, but in no event later than 48 hours
          after learning of such Uncontrollable Forces.

     12.  All notices hereunder shall be properly addressed to
          the Chief Executive Officer for the Party concerned and
          shall be given by receipted personal delivery or courier
          service or by tested telex or other teletransmission device
          capable of creating a written record of such notice and its
          receipt. Notices hereunder shall be effective upon receipt.

     13.  This Agreement shall be binding upon and its benefits
          shall inure to the Parties and their successors and assigns;
          however, no transfer of any rights or obligations herein
          shall occur without the prior written consent of the other
          Party (said consent not to be unreasonably withheld) except
          in cases of transfer to a trustee or receiver in bankruptcy
          of a Party, to a foreclosing mortgagee of a Party, to any
          successor to all or substantially all of the electric
          properties of a Party, whether by reorganization, merger, or
          consolidation, but only if such successor or assignee in
          such cases where no consent is required shall covenant in
          writing delivered to the other Party to assume the
          obligations of such Party so assigning and transferring this
          Agreement.

     14.  Any waiver at any time by a Party of its rights with
          respect to a default under this Agreement, or with respect
          to any other matter arising in connection with this
          Agreement, shall not be deemed a waiver with respect to any
          other default or matter.

     15.  It is understood and agreed that all representations,
          understandings and prior negotiations are merged into this
          Agreement, and that this Agreement constitutes the sole and
          entire Agreement between the Parties and no modification
          hereof shall be binding unless made a part hereof in writing
          executed by both Parties.

     16.  SJLP will have the responsibility of obtaining all
          required prior approvals from any regulatory body having
          jurisdiction over the subject matter of this Agreement, and
          to use its best efforts to obtain all such approvals prior
          to December 31, 1991. KCPL agrees to assist fully and share
          equally in the cost of SJLP's obtaining these approvals.
          This Agreement shall not be operative until all such
          approvals are obtained.

     17.  The Parties intend that this Agreement shall be changed
          only by written amendment executed by the Parties, and that
          it shall not be changed by any filing or application with
          the Federal Energy Regulatory Commission pursuant to
          Sections 205 or 206 of the Federal  Power Act, or by any
          filing, application or request made to any other regulatory
          body or approving authority having jurisdiction over this
          Agreement.

     18.  To the extent necessary to effectuate the provisions of
          this Agreement and to the extent it is not inconsistent with
          any specific provision of this Agreement, the CFSI agreement
          referred to above, as the same may be amended from time to
          time, is hereby incorporated in this document by reference.

     Executed as of the date first herein above written.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.

                             ST. JOSEPH LIGHT & POWER COMPANY
Attest:                      /s/Terry F. Steinbecker
/s/Gary L. Myers             Title:  President & Chief
                             Executive Officer

                             KANSAS CITY POWER & LIGHT COMPANY
Attest:                      /s/A. Drue Jennings
/s/Mark Sholander            Title:  President & CEO

                                                      Exhibit C-42

               CONSTRUCTION AND FINANCING AGREEMENT
  FOR THE COOPER-FAIRPORT-ST. JOSEPH 345 KILOVOLT INTERCONNECTION

     THIS AGREEMENT, made the 5th day of March 1990, by and
between ASSOCIATED ELECTRIC COOPERATIVE, INC. (AECI), a Missouri
corporation, and KANSAS CITY POWER & LIGHT COMPANY (KCPL), a
Missouri corporation.

     WHEREAS, the parties to this Agreement (hereinafter called
"Party" or "Parties"), along with others, have entered into a
contract entitled COORDINATING AGREEMENT BY AND AMONG ASSOCIATED
ELECTRIC COOPERATIVE, INC., KANSAS CITY POWER & LIGHT COMPANY, ST.
JOSEPH LIGHT & POWER COMPANY, NEBRASKA PUBLIC POWER DISTRICT,
OMAHA PUBLIC POWER DISTRICT, CITY OF LINCOLN AND IOWA INC. FOR THE
COOPER-FAIRPORT-ST. JOSEPH 345 KILOVOLT INTERCONNECTION
(hereinafter called the "Coordinating Agreement"); and

     WHEREAS, the Coordinating Agreement provides that the parties
to the Coordinating Agreement equally share in the financial
responsibility to construct certain Joint Facilities as defined in
that Coordinating Agreement, including, but not 1imited to, a 345
kilovolt transmission line from Nebraska Public Power District's
Cooper 345 kV Substation to AECI's Fairport 345/161 kV Substation
to St. Joseph Light & Power Company's St. Joseph 345 kV
Substation; and

     WHEREAS, KCPL desires AECI to finance, construct and own the
portion of the Joint Facilities for which KCPL has financial
responsibility under the terms and conditions hereinafter
described.

     NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein set forth, the Parties agree as follows:

                             ARTICLE I

                            DEFINITIONS

     1.1 Joint Facilities shall be as defined in the Coordinating
Agreement and thus shall include a 345 kV transmission line
extending from Nebraska Public Power District's Cooper 345 kV
Substation to AECI's Fairport 345/161 kV Substation to St. Joseph
Light & Power Company's St. Joseph 345 kV Substation, all
requisite reactive compensation facilities, and all other
property, facilities, and equipment comprising the Interconnection
as defined in the Coordinating Agreement, but shall not include
Terminal Facilities and the St. Joseph Transformer as those terms
are defined in the Coordinating Agreement.

     1.2 "Nebraska Segment" shall be as defined in the
Coordinating Agreement and shall include that portion of the 345
kV transmission lines included in the Interconnection,
approximately 1.0 mile in length, which extends from the Cooper
Substation line terminal to the point at which the line crosses
the Nebraska-Missouri State border. This segment includes the
Nebraska portion of the river crossing which spans the Missouri
River adjacent to Cooper.

     1.3 "Missouri Segment" shall be as defined in the
Coordinating Agreement and shall include that portion of the 345
kV transmission lines included in the Interconnection,
approximately 104 miles in length, extending from the point at
which the line crosses the Nebraska-Missouri State border to the
Fairport Substation 345 kV bus and continuing from the Fairport
Substation 345 kV bus to the St. Joseph Substation line terminal.
This segment includes the Missouri portion of the river crossing
which spans the Missouri River adjacent to Cooper.

     1.4 "Actual Construction Cost" shall mean the cost to
construct the Joint Facilities including, but not limited to,
labor, materials, contract services, engineering services,
environmental studies, right-of-way acquisition, legal expenses,
right-of-way clearing and restoration, and reasonable overheads.
Overheads shall include, but not be limited to, interest during
construction, engineering, superintendence, drafting, stores
handling, transportation, testing and miscellaneous. Actual
Construction Cost shall be calculated pursuant to the Electric
Plant Instructions section of REA Bulletin 181-1 (latest revision)
entitled "Uniform System of Accounts Prescribed for Electric
Borrowers of the Rural Electrification Administration" at such
time as the costs are incurred by the Party responsible for
constructing the applicable portion of the Joint Facilities.

                            ARTICLE II

                           CONSTRUCTION

     2.1 AECI has, by separate agreement with each of the parties
to the Coordinating Agreement, agreed to construct and own the
Missouri Segment.  By separate agreement with Nebraska Public
Power District (NPPD), AECI shall cause the Nebraska Segment,
including the crossing of the Missouri River, to be constructed by
NPPD at AECI's expense.

     2.2 AECI agrees to construct the Missouri Segment and agrees
to cause the Nebraska Segment to be constructed in accordance with
acceptable standards and Prudent Utility Practice as defined in
the Coordinating Agreement using the same prudence and care that
it would exercise in the construction of such facilities for its
own use. In addition, all such construction shall be performed in
accordance with all applicable requirements of the Coordinating
Agreement.

     2.3 AECI shall put forth its best efforts to obtain the
lowest cost financing for the Joint Facilities, for which AECI has
assumed financing responsibility, that is available to AECI on
reasonable commercial terms.

     2.4 KCPL agrees to make monthly payments to AECI in
accordance with the formula for "Determination of Financing Cost
for Joint Facility Construction by AECI" in Exhibit A, attached
hereto. The first such payment shall be due on the first day of
the month after the Joint Facilities are placed in commercial
operation and such full payments shall continue for a total of 436
months. A final partial payment equal to 36 percent (36%) of the
monthly payment shall be paid on the 437th month, at which time
the Joint Facilities shall be fully amortized.

     2.5 AECI shall use its best efforts to have the
Interconnection ready for commercial operation by June 1, 1992, or
such other time as may be agreed upon in writing by the
Participants to the Coordinating Agreement.

     2.6 Billing procedures shall be in accordance with Article
III, Section 3.1 of this Agreement.

                            ARTICLE III

                              BILLING

     3.1 Each invoice for services rendered under this Agreement
shall be paid within fifteen (15) days after receipt of the bill.

                            ARTICLE IV

                         BOOKS AND RECORDS

     4.1 Books of account and records containing details of cost
applied to the construction of the Missouri Segment shall be kept
by AECI in accordance with AECI's established procedures and
methods adopted for accounting of Actual Construction Cost and
shall be in conformity with accepted accounting practices and the
Rural Electrification Administration's Uniform System of Accounts.
These books shall be open to examination at any time by KCPL. AECI
shall furnish KCPL summaries or counterparts of such books of
account and records as may be necessary to satisfy compliance with
all applicable regulatory requirements. AECI shall cause NPPD
similarly to maintain such books of account and records relating
to the costs of construction of the Nebraska Segment, and to make
such books of account and records open to examination at any time
by KCPL.

                             ARTICLE V

                         TERM OF AGREEMENT

     5.1 This Agreement shall become effective upon its execution
by the Parties and shall remain in effect concurrently with the
Coordinating Agreement, until such time that the Joint Facilities
are fully amortized, at which time KCPL's financial responsibility
hereunder shall cease.

                            ARTICLE VI

       INDEMNIFICATION, DEFAULT AND LIMITATION OF LIABILITY

     6.1 Each Party shall indemnify, hold harmless and defend the
other Party, its agents, servants, employees and officers, from
any and all costs and expenses, including hat not limited to
attorneys' fees, court costs and all other amounts which said
other Party, its agents, servants, employees and officers are or
may become obligated to pay on account of any and all demands,
claims, liabilities or losses (except as limited by Section 6.3)
arising or alleged to have arisen out of, or in any way connected
with, the negligent acts or omissions or willful or wanton action
of the indemnifying Party, its agents, servants, employees or
officers relating to this Agreement, whether such demands, claims,
liabilities or losses be for damages to property, including
property of the other Party, or injury or death of any person,
including agents, servants, employees or officers of the other
Party.

     6.2 Upon failure of either Party hereto to make any payment
when due under this Agreement or to perform any other obligation
on its part hereunder, the other Party may make written demand
upon such Party, and if such failure is not cured (i) within ten
(10) days from the date of receipt of such demand in the event of
failure of such Party to make any such payment when due, or (ii)
within 60 days from the date of receipt of such demand in the
event of the failure of such Party to perform any other
obligation, such failure shall at the expiration of such
respective period constitute a default. If either Party in good
faith disputes the existence or extent of any such failure to make
any payment when due, it shall within such ten- (10) day period
make such payment under written protest. A Party or Parties may
take any action, in law or equity, including an action for
specific performance, to enforce this Agreement and to recover for
any loss or damage (except as limited by Section 6.3), including
reasonable attorneys' fees and collection costs, incurred by
reason of any default under this Agreement.

     6.3 In no event shall either Party be liable to the other
Party for any indirect, incidental, consequential, punitive, or
similar damages from or in any way connected with this Agreement
whether based upon contract, tort (including negligence but
excluding willful action), or otherwise, including but not limited
by way of example or otherwise to loss of profit or revenues, cost
of capital, cost of purchased or replacement power or energy, or
claims of customers for service interruptions.

                            ARTICLE VII

                       UNCONTROLLABLE FORCES

     7.1 Neither Party shall be considered to be in default with
respect to any obligation hereunder if prevented or delayed in
whole or in part from fulfilling such obligation by reason of
uncontrollable forces, provided that the provisions of this
Section shall not apply to the obligation for payments to be made
under this Agreement. The term "Uncontrollable Forces" shall mean
storm, flood, lightning, earthquake, fire, explosion, failure of
facilities not due to lack of proper care or maintenance, civil
disturbance, labor disturbance, sabotage, war, national emergency,
restraint by court or act of a public authority, or other causes
beyond the control of the Party affected, which such Party could
not reasonably have been expected to have avoided by exercise of
due diligence and foresight and by provision of reserve facilities
in accordance with Prudent Utility Practice. Either Party unable
to fulfill any of its obligations by reason of Uncontrollable
Forces will exercise its best efforts to remove such disability
with reasonable dispatch, provided that neither Party shall be
required to settle or resolve labor disturbances or strikes or to
accept or agree to governmental or regulatory orders or conditions
without objection or contest on any basis not acceptable to such
Party in its sole discretion. Notice of Uncontrollable Forces
shall be given by the Party affected as soon as reasonably
possible, but in no event later than 48 hours after learning of
such Uncontrollable Forces.

                           ARTICLE VIII

                             APPROVALS

     8.1 This Agreement, including any subsequent amendment(s)
hereto, shall be subject to the authority of any regulatory body
or approving authority having jurisdiction hereof. This Agreement,
including any subsequent amendment(s) hereto, shall not be
operative until submitted to and accepted by all such regulatory
bodies and approving authorities that are required by law to
accept or approve this Agreement, including any subsequent
amendment(s) hereto, prior to its being placed into operation and
effect, including submission by AECI to, and approval by, the
Administrator, Rural Electrification Administration. If, at any
time, any regulatory body or approving authority modifies this
Agreement, or conditions its approval or acceptance hereof, the
Parties shall be required to put forth their best efforts to agree
upon such amendments to this Agreement as are required to (1)
comply with the directive(s) of the applicable regulatory body or
approving authority and (2) maintain the overall balance of
consideration of each Party such that, to the extent feasible,
each Party obtains the same share of the benefits anticipated from
participation in the Interconnection as was contemplated in the
Coordinating Agreement as originally executed. The preceding
sentence shall not be interpreted as giving rights to either Party
inconsistent with the obligations stated in Section 8.3.

     8.2 The failure to obtain approval or acceptance of this
Agreement by any regulatory body or approving authority having
jurisdiction hereof shall not excuse either Party frau any prior
expenses and obligations incurred by such Party under this
Agreement.

     8.3 The Parties intend that this Agreement shall be changed
only by written amendment executed by both Parties and that it
shall not be changed by any filing, application, or request made
to any regulatory body or approving authority having jurisdiction
over this Agreement.

                            ARTICLE IX

                              GENERAL

     9.1 All notices hereunder shall be properly addressed to the
Executive Officer for the Party concerned and shall be given by
receipted personal delivery or courier service or by tested telex
or other teletransmission device capable of creating a written
record of such notice and its receipt. Notices hereunder shall be
effective upon receipt.

     9.2 The Parties shall be the only parties in interest to this
Agreement. This Agreement is not intended to and shall not create
rights of any character whatsoever in favor of any person,
corporation, association, entity or power supplier, other than the
Parties, and the obligations herein assumed by the Parties are
solely for the use and benefit of the Parties. Nothing herein
contained shall be construed as permitting or vesting, or
attempting to permit or vest, in any person, corporation,
association, entity or power supplier, other than the Parties, any
rights hereunder or in any of the electric facilities owned by the
Parties or the use thereof.

     9.3 This Agreement shall be binding upon and its benefits
shall inure to the Parties and their successors and assigns;
however, no transfer or assignment of any Party's interest in this
Agreement shall occur without the prior written consent of both
Parties except in cases of transfer or assignment to a trustee or
receiver in bankruptcy of a Party, to a foreclosing mortgagee of a
Party, to any successor to all or substantially all of the
electric properties of a Party, whether by reorganization, merger,
or consolidation, or, in the case of AECI, assignment of all or
substantially all of its rights to the United States of America.

     9.4 Any waiver at any time by a Party of its rights with
respect to a default under this Agreement, or with respect to any
other matter arising in connection with this Agreement, shall not
be deemed a waiver with respect to any other default or matter.
Any delay short of the statutory period of limitation in asserting
or enforcing any right shall not be deemed a waiver of such right.

     9.5 It is understood and agreed that all representations,
understandings and prior negotiations are merged into this
Agreement, and that this Agreement constitutes the sole and entire
Agreement between the Parties and no modification hereof shall be
binding unless made a part hereof in writing executed by both
Parties.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to
be executed by the duly authorized officers as of the day and year
first above written.

		          ASSOCIATED ELECTRIC COOPERATIVE, INC.
		          /s/O. B. Clark
		          Title: President

ATTEST:
/s/Gerald J. ________ (eligible last name)
Assistant Secretary

		          KANSAS CITY POWER & LIGHT COMPANY
		          /s/A. Drue Jennings
		          Title: President & CEO

ATTEST:
/s/Mark Sholander
Assistant Secretary

                                                      Exhibit C-43

                SHORT TERM RAILCAR LEASE AGREEMENT

Kansas City Power and Light Company, hereinafter referred to as
"Lessee," agrees to lease one train set of approximately of 120
(up to 130) rotary-equipped aluminum gondola coal railcars
("Cars") from Midwest Generation LLC, hereinafter referred to as
"Lessor," and Lessor agrees to lease said Cars to Lessee according
to the following terms and conditions. The Cars leased hereunder
are described on Exhibit "A" to this railcar lease agreement (the
"Lease").

     1.   The Cars will be used in unit coal train service between
Powder River Basin (PRB) origins and Lessee destinations. The Cars
shall not be loaded in excess of 286,000 pounds gross weight on
rail.

     2.   (THIS SECTION IS LEFT INTENTIONALLY BLANK)

     3.   A PRB mine of the accepting or receiving party's choice,
accessible by the Burlington Northern Santa Fe Railroad, will be
the exchange point unless another point is chosen by mutual
agreement. Inspections of the Cars upon delivery to Lessee and
return to Lessor will be performed at the exchange point or at
another point mutually agreed to by the parties. Upon termination
of the Lease, the Cars shall be returned substantially empty to
Lessor at the exchange point or another point mutually agreed to
by Lessor and Lessee. The receiving party shall deliver a
certificate of acceptance to the other party substantially in the
form of Exhibit "A" attached hereto within five (5) business days
of completion of the inspection. Each party shall bear its own
expenses related to such inspections.

     4.   This Lease shall be in effect ("Effective Date(s)") from
departure of the Cars from the exchange point on or about November
1, 2001, through and including the return of the Cars on or about
December 31, 2002 in the condition as required by this Lease. The
Lessor, at its sole option, may terminate the Lease sooner, but
not earlier than 180 days, by giving a 45-day prior written Notice
of Termination to the Lessee. The Cars will be returned promptly
upon completion of such 45-day period.

     5.   Lessee agrees to pay Lessor a rental of $17.26 per day
from the Effective Date(s) for each Car until the Car is returned
to and accepted by the Lessor. This is a full service lease rate.
On behalf of Lessor, Dial and Companies, Inc., shall send Lessee
invoices in arrears for rent on or about the first day of each
month that this Lease is in effect. Payment of rent shall be due
within ten (10) business days of receipt of invoice.

     6.   This Lease shall be a full service lease and,
accordingly, Lessor shall have the Cars maintained in good
condition and repair during the term of this Lease and Lessor
shall be responsible for any and all maintenance costs. Lessor
shall have the right to perform maintenance according to its
normal procedures, including one unit train shopping for running
repair maintenance, not to exceed four (4) days in duration
approximately once every six (6) to nine (9) months.

     7.   Normal wear and tear excepted, Lessee shall be
responsible for loss or destruction of, or damage to, the Car(s)
or parts thereof or appurtenances thereto, furnished under this
Lease during the Lessee's actual or constructive possession of the
Car(s) or use thereof hereunder unless the then prevailing Field
and Office Manual of the Code of Interchange Rules, promulgated by
the Association of American Railroads (hereinafter called
"Interchange Rules") places responsibilities upon a railroad
subscribing to the Interchange Rules and said railroad has paid
Lessor for such loss, damage or destruction; provided, however,
Lessee shall not be responsible if such loss, destruction, or
damage to the Cars or parts thereof or appurtenances thereto was
substantially attributable to the gross negligence or willful
misconduct of Lessor or those acting on its behalf, or by a defect
in the Car(s) not reasonably discoverable by Lessee or those
acting on its behalf. The relative degree of fault attributable to
each party shall be apportioned for any loss or destruction of or
damage to, the Car(s) or parts thereof or appurtenances hereto,
furnished under this Lease, if both panics are responsible
hereunder. Settlement for damage or destruction of said Cars shall
be made in accordance with the Interchange Rules. Reimbursement to
Lessor for repair of damaged Cars for which the Lessee is
responsible will be consistent with competitive private shop rates
for time, material and labor associated with PRB coal movements.

     8.   If Lessee or a railroad is responsible for the loss,
damage, or destruction of one or more Cars, rental for such Cars
shall continue until (i) Lessor receives the settlement value per
the Interchange Rules (Rule 107) or (ii) the Car is repaired and
returned to Lessor. Car repairs that are the responsibility of the
Lessee must conform to the original construction of the Car.

     9.   (THIS SECTION IS INTENTIONALLY LEFT BLANK)

     10.  Payment for rental shall be sent to Lessor at the
address shown below. Notices to Lessor shall be sent by fax to the
telephone number shown below.

Attention:   Larry Siler
             Manager, Fuel Transportation      Phone: 312-583-6068
             Midwest Generation, LLC           Fax: 312-583-6111
             One Financial Plaza - Suite 3500
             440 South LaSalle Street
             Chicago, IL 60605

     11.  Invoices shall be sent to Lessee at the address shown
below. Notices to Lessee shall be sent by fax to the telephone
number shown below:

Attention:   Chuck Buckley
             Kansas City Power & Light         Phone: 816-556-2889
             Company:
             PO Box 418679                     Fax: 816-556-2047
             Kansas City, MO 64141-9679

     12.  Taxes will be the responsibility of Lessor unless they
arise solely out of Lessee's breach of a term of this Agreement.
Unless otherwise provided herein, Lessee shall not be required to
maintain casualty or other insurance.

     13.  This Lease represents the entire agreement between the
parties regarding the Cars leased hereunder, superseding all prior
agreements, written or oral, and shall not be amended or otherwise
modified except in writing agreed to by both parties.

     14.  Lessee shall not encumber the Cars in any way and shall
not sublease or assign its rights, duties or obligations under
this Agreement, in whole or in part, without the prior written
consent of Lessor. This Lease shall be and is subject to and
subordinate to the pre-disclosed terms and conditions of any and
all pre-existing leasing agreements applicable to the Cars between
Lessor and any third party.

     15.  EXCEPT AS OTHERWISE PROVIDED IN THIS LEASE, LESSOR
LEASES THE CARS TO LESSEE "AS-IS" AND EXPRESSLY DISCLAIMS AND
MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED,
AS TO THE DESIGN, CONDITION, QUALITY, CAPACITY, MERCHANTABILITY,
DURABILITY, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF,
OR ANY OTHER MATTER CONCERNING, THE CARS. EXCEPT WHERE A CLAIM
RESULTS IN WHOLE OR IN PART FROM GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LESSOR OR THOSE ACTING ON ITS BEHALF, LESSEE HEREBY
WAIVES ANY CLAIM (INCLUDING WITHOUT LIMIT ANY CLAIM BASED ON
STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT
HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE, (INCLUDING INCIDENTAL OR
CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE CARS OR BY LESSEE'S
LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER, INCLUDING NON-
COMPLIANCE WITH ENVIRONMENTAL LAWS.

     16.  LESSEE SHALL DEFEND (IF SUCH DEFENSE IS TENDERED TO IT),
INDEMNIFY AND HOLD LESSOR HARMLESS FORM ALL CLAIMS, SUITS,
LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES. INCLUDING
ATTORNEY'S FEES, IN ANY WAY ARISING OUT OF THE USE OR OPERATION OF
THE CARS, EXCEPT TO THE EXTENT THAT EITHER (A) ANY ACTS,
OMISSIONS, OR NEGLIGENCE OF LESSOR OR THOSE ACTING ON ITS BEHALF
CONTRIBUTED THERETO OR (B) A RAILROAD HAS ASSUMED FULL
RESPONSIBILITY FOR THE CLAIMS, SUITS, LIABILITIES, LOSSES,
DAMAGES, COST AND EXPENSES.

     17.  This Agreement and performance hereunder shall be
governed by and construed in accordance with the laws of the State
of Illinois.

     18.  Lessee will use the Cars in a careful and proper manner,
will comply with and conform to all applicable governmental laws,
rules and regulations and Interchange Rules relating thereto, and
will cause the Cars to be operated in accordance with the
manufacturers or suppliers written instructions or manuals
provided to Lessee, if any. Without limitation to the generality
of the foregoing, Lessee (i) will cause the Cars to be used in
compliance with all rules and regulations of AAR and Federal
Railroad Administration or successor agency, if any, ("FRA"); (ii)
will not permit any Car to be loaded improperly or in excess of
the designed load limit; (iii) will not permit any Car to be
loaded with any commodity other than PRB coal (and in no event
will any hazardous material, hazardous commodity, hazardous waste
or hazardous substance be loaded in any Car and (iv) will not
permit any Car to be used outside the continental United States at
any time except for incidental use in Canada.

     19.  Lessor shall not be liable for any loss of or damage to
commodities, or any part thereof, loaded or shipped in or on the
Cars, except to the extent of the gross negligence or willful
misconduct of Lessor, its affiliates, directors, officers, agents
or employees.

     20.  The parties agree that the terms of this Agreement and
any proprietary information of either party that is disclosed to
the other party in the course of dealing under this Agreement
shall be reasonably held in confidence and shall not be disclosed
to any third party, except to: (i) any representative of,
consultant, attorney, agent, or accountant retained by a party,
(ii) any potential lender or assignee of a party, or (iii) as
required to resolve a dispute hereunder, without the other party's
written consent, provided that either party may disclose such
information in response to an order, rule, or regulation of a
court or governmental body having jurisdiction or to members and
employees of the Illinois, Missouri, and Kansas public utility
commissions.

IN WITNESS HEREOF, Lessor and Lessee each caused this Lease to be
executed by their authorized representatives as signed below.

LESSOR:           Midwest Generation, LLC
                  An Illinois Corporation

                  Principal Address:
                  One Financial Plaza - Suite 3500
                  440 South LaSalle Street
                  Chicago, IL 60605

                  By /s/R. Michael Bales
                  Its Director, Fuels
                  Date 10/30/2001


LESSEE:           Kansas City Power & Light Company
                  A Missouri Corporation

                  Principal Address:
                  1201 Walnut
                  Kansas City, MO 64106-2124

                  By /s/Frank L. Branca
                  Its______________________
                  Date_____________________

                                                      Exhibit C-44


                  NET LEASE OF RAILROAD EQUIPMENT




                              BETWEEN


                 KANSAS CITY POWER & LIGHT COMPANY


                                AND


                      PULLMAN LEASING COMPANY


                January 1, 1989 - December 31, 2003




                         TABLE OF CONTENTS

Article                        Section                        Page

   1    Lease of Cars Shown on Riders                            1

   2    Term of Lease                                            1

   3    A     Delivery of Cars                                   1
        B     Inspection and Acceptance                          1
        C     Condition of Cars upon Delivery and Acceptance     2
        D     Railcar Repair Records                             2

   4    A     Marking of Cars                                    2
        B     Lettering by Lessee                                2
        C     Remarking and Relettering Cars                     3

   5    Rental Payments                                          3

   6    Notices                                                  3

   7    Preservation of Cars                                     4

   8    Maintenance of Cars                                      4

   9    Rental Abatement Due to Destruction of Cars              4

  10    A      Notification of Destruction of Cars               5
        B      Responsibility for Loss or Destruction of or      5
               Damage to Cars
        C      Substitution of Cars Damaged or Destroyed         5

  11    Liability Arising Out of Use or Operation of Cars        5

  12    Liability for Loss or Damage to Commodities              6

  13    Liability for Loss of Use of Cars                        6

  14    Taxes, Duties, Customs, Switching and Demurrage          6

  15    Assignment of Lessor's Interest                          6

  16    A    Boundaries for Car Use and Permitted Sublease       7
        B    Merger, Consolidation or Acquisition of Lessee      7

  17    Title to the Cars                                        7

  18    Compliance With Law; Cost of Car Alterations             8

  19    Lessee Data for Lease Administration                     8

  20    Lessor Inspection of Cars                                8

  21    Default of Lessee                                        9

  22    Return of Cars Upon Default                              9

  23    Return of Cars Upon Expiration of Term                  10

  24    Early Termination                                       11

  25    Renewal Options                                         12

  26    Warranties                                              12

  27    Governing Law                                           12

  28    A      Severability                                     13
        B      Headings                                         13
        C      Waiver                                           13
        D      Benefit                                          13
        E      Entire Agreement                                 13

Exhibits

1.   Rider No. 1
2.   Car Restencil List

                      PULLMAN LEASING COMPANY

                  NET LEASE OF RAILROAD EQUIPMENT

     Effective this 11 day of January, 1989, PULLMAN LEASING
COMPANY, a Delaware corporation, (hereinafter referred to as
"Lessor") and KANSAS CITY POWER & LIGHT COMPANY, a Missouri
corporation, (hereinafter referred to as "Lessee") in
consideration of the promises hereinafter exchanged do enter into
the following Lease.

ARTICLE 1      LEASE OF CARS SHOWN ON RIDERS. Lessor agrees to
               furnish to Lessee and Lessee agrees to accept and
               use upon the terms and conditions herein set forth
               the railroad cars (hereinafter collectively
               referred to as the "cars" and separately as a
               "car") shown on Riders that may be added to this
               Lease from time to time by mutual agreement of
               Lessor and Lessee.

ARTICLE 2      TERM OF LEASE. The term of this Lease with respect
               to each of the cars shall be the term specified on
               the Rider to this Lease that is applicable to such
               car, unless sooner terminated in accordance with
               Article 23 or Article 24 hereof, subject to any
               extension thereof as may be agreed upon in writing
               by Lessor and Lessee in accordance with Article 25
               hereof.

ARTICLE 3A     DELIVERY OF CARS. Each of the cars shall be
               delivered to Lessee hereunder at PLM's Bill,
               Wyoming railcar maintenance shop (hereinafter
               referred to as "RMC"). Furnishing of the cars by
               Lessor shall be subject to all causes beyond the
               control of Lessor; however, best efforts shall be
               made to deliver the cars during the month of
               January, 1989. All transportation charges
               associated with moving the cars from their current
               service to RMC shall be for Lessor's account.

         B     INSPECTION AND ACCEPTANCE. Each of the cars shall
               be subject to a joint inspection at RMC before
               loading. For each car, Lessor and Lessee shall
               execute a joint inspection certificate, which shall
               detail all damage, if any, to the car. Should the
               damage be of a nature that does not render the car
               unfit or unsuited for transportation in the opinion
               of Lessor and Lessee, Lessee shall accept the car
               with no obligation to repair the damage and no
               liability for the damage so detailed upon return of
               the car to Lessor. Should the damage be of a nature
               that renders the car unfit or unsuited for
               transportation, or that in Lessee's reasonable
               opinion may deteriorate over time to render the car
               unfit or unsuited for transportation, then Lessee
               may reject the car, and no rentals or other charges
               for such car will be due Lessor. Lessor shall
               either repair such rejected car to Lessee's
               satisfaction at Lessor's sole expense or replace
               such rejected car with another railcar of the sane
               type acceptable to Lessee if such replacement car
               is available. The date of the joint inspection
               certificate for each unrejected car shall be the
               "Effective Date" for that car. The loading of any
               car which is not the subject of a joint inspection
               certificate by or on behalf of Lessee shall
               nevertheless constitute acceptance thereof by
               Lessee hereunder and shall be conclusive evidence
               of the fit and suitable condition of each such car
               for the purpose of transporting the commodities
               then and thereafter loaded therein. The date of
               such loading shall be the "Effective Date" for such
               car.

         C     CONDITION OF CARS UPON DELIVERY AND ACCEPTANCE.
               Lessor hereby warrants that each car upon delivery
               shall be in good condition and repair according to
               the rules adopted by the Association of American
               Railroads governing the condition of and repair to
               railroad freight cars for interchange of freight
               traffic in effect from time to time (hereinafter
               referred to as the "A.A.R. Interchange Rules" or
               "Rules") including, but not limited to:  all wheels
               will be within the A.A.R. Interchange Rules
               tolerances; each car will pass the single car air
               test; all brake shoes, hoses, structural, and
               safety appliances will meet the A.A.R. Interchange
               Rules specifications. At the time of delivery, any
               conditions failing to meet AAR specifications shall
               be sufficient grounds for Lessee to reject the
               affected car.

         D     RAILCAR REPAIR RECORDS. Lessor agrees to supply
               Lessee with copies of the repair history of each of
               the cars furnished in the Riders within six (6)
               months following delivery of the cars.  Lessee
               agrees to furnish Lessor with copies of all repair
               cards incurred during the term of this Lease for
               each of the cars leased hereunder within six (6)
               months following termination of the Lease.

ARTICLE 4A     MARKING OF CARS. At the time of delivery of the
               cars by Lessor to Lessee, or as promptly as
               practicable thereafter and prior to the cars' first
               loading, Lessee shall cause each car to be plainly
               marked on each side with Lessee's identification
               mark. If during the continuance of this Lease such
               marking shall at any time be removed or become
               illegible, wholly or in part, Lessee shall
               immediately cause such marking to be restored or
               replaced at Lessee's expense. Lessee shall provide
               Lessor with a listing of Lessor's cars as delivered
               and the corresponding Lessee identification mark to
               which each car was remarked to be attached and
               become part of this Lease as soon as practicable
               after all cars have been remarked.

         B     LETTERING BY LESSEE. For the purpose of evidencing
               the operation of the cars in Lessee's service
               hereunder, Lessee shall be permitted to board,
               placard or stencil the cars with letters not to
               exceed two inches (2") in height. Such height
               restriction shall not apply to Lessee's
               identification markings discussed in Article 4A
               above.

         C     REMARKING AND RELETTERING CARS. Following
               termination of this Lease or applicable Rider,
               Lessee shall cause its identification marks and
               lettering to be removed from the cars and shall
               remark and reletter the cars as reasonably directed
               by Lessor at Lessee's expense.

ARTICLE 5      RENTAL PAYMENTS. The rental with respect to each of
               the cars shall be the rental specified on the Rider
               to this Lease that is applicable to such car; such
               rental shall become effective with respect to each
               of the cars covered by such Rider upon the
               Effective Date for each car and shall continue in
               effect with respect to each such car throughout the
               term of this Lease unless such car is redelivered
               to Lessor at an earlier date, as provided in
               Article 23 or Article 24 hereof, or as otherwise
               provided in Article 9. The first rental payment for
               each car shall be made at the pro rata daily rate
               for the number of days from the Effective Date to
               the end of the month in which the Effective Date
               falls and shall be due within ten (10) business
               days of the end of the month in which the Effective
               Date falls.  All subsequent payments of rental,
               excluding the final rental payment, shall be made
               in advance and shall be made on or before the first
               business day of each succeeding month of the term
               of this Lease. For purposes of this Lease, the term
               "business day" shall mean calendar days, excluding
               Saturdays, Sundays and holidays. Payments shall be
               deemed made when mailed, as determined by the
               postmark date, to the following address:

                    Pullman Leasing Company
                    P. 0. Box 96519
                    Chicago, Illinois 60693

               The last payment of rental shall cover the number
               of days from the first day of the final month to
               the termination date of this Lease at the pro rata
               rate per day. Such final rental payment shall be
               due within ten (10) business days of the end of the
               month in which the termination date falls.

ARTICLE 6      NOTICES. Any notice, election, or other
               communication required or permitted to be made by
               one party to another under this Agreement shall be
               effective upon receipt, shall be in writing, and
               shall be delivered personally to the party to whom
               addressed, or sent by wire or by United States mail
               or private express service with all necessary
               postage or other charges fully pre-paid, addressed
               to the party to whom directed at the address
               specified below. Any party may change the address
               at which it receives notice by giving notice of
               such change to the other party, in the manner
               specified above.

                  If to Lessor:  Pullman Leasing Company
                                 200 South Michigan Avenue
                                 Chicago, IL 60604
                                 Attn: Vice President Sales

                  If to Lessee:  Kansas City Power & Light Company
                                 P.O. Box 418679
                                 Kansas City, Missouri 64141-9679
                                 Attn:   Supervisor, Unit Trains

               Any notice pertaining to matters of an operational
               or emergency nature may be delivered by mail,
               messenger, telephone, telegraph, or by any other
               reasonable means, to such representative of the
               party hereto being notified as may be appropriate
               under the circumstances, and such notice shall be
               effective upon receipt.  If such notice is given
               orally, by telephone or otherwise, it shall be
               confirmed in writing as soon as practicable
               thereafter.

ARTICLE 7      PRESERVATION OF CARS. Lessee will preserve the cars
               in good condition, normal wear and tear excepted,
               and will not alter the physical structure of any of
               the cars without the approval in writing of Lessor.

ARTICLE 8      MAINTENANCE OF CARS. Lessee, at its expense, agrees
               to maintain the cars after the Effective Date and
               for the term of this Lease in good condition and
               repair according to the A.A.R. Interchange Rules.

               If any car parts, specialty items or appurtenances
               (including, but not limited to, loading or
               unloading appurtenances, lading oriented fittings,
               closuring or locking devices, or otherwise
               removable car parts or attachments) is removed,
               broken off or altered to facilitate
               loading/unloading, or for any other reason, and is
               found to be missing, damaged, altered or replaced
               with a non-standard car part, specialty item or
               appurtenance, Lessee shall be obligated to repair
               or replace the same at the  request of Lessor
               unless (i) removal or modification has been with
               the written consent and approval of Lessor, or (ii)
               full responsibility has been assumed in writing by
               a railroad or third party, or (iii) such loss or
               damage occurs while the car is located at a repair
               facility of Lessor and is the result of the
               negligence or misconduct of Lessor or its agents.

ARTICLE 9      RENTAL ABATEMENT DUE TO DESTRUCTION OF CARS. If any
               car is damaged beyond repair or is destroyed,
               rental for such car shall abate on the date on
               which Lessor receives payment for such car pursuant
               to the A.A.R. Interchange Rules. If such car is
               replaced by another car in accordance with Article
               10C hereof, rental for such replacement car shall
               commence on the Effective Date of such replacement
               car.

ARTICLE 10A    NOTIFICATION OF DESTRUCTION OF CARS. In the event
               that any car shall be destroyed or, in the
               reasonable opinion of Lessee, irreparably damaged
               during the term of this Lease, Lessee shall
               promptly notify Lessor.

          B    RESPONSIBILITY FOR LOSS OR DESTRUCTION OF OR DAMAGE
               TO CARS. Responsibility for loss or destruction of
               or damage to cars or parts thereof or appurtenances
               thereto furnished under this Lease shall be as
               fixed by the then prevailing A.A.R. Interchange
               Rules or, if applicable, by Regulations of the
               Canadian Transport Commission. Said Rules or
               Regulations shall establish the rights, obligations
               and liabilities of Lessor, Lessee and any railroad
               subscribing to such Rules or Regulations and moving
               the cars over its lines in respect to matters to
               which said Rules or Regulations relate. In the
               event that any car is lost, damaged or destroyed on
               any tracks of Lessee or on any private track, or in
               the event that any car is damaged by any commodity
               which may be transported and stored in or on such
               car, such repairs or renewals as may be necessary
               to place such car in good order and repair and any
               cleaning of such car prior to any such repairs or
               renewals shall be at the sole cost and expense of
               Lessee; provided, however, that such damage by
               commodity shall not include normal wear and tear
               due to coal transportation. Lessor and Lessee agree
               to cooperate with and to assist each other in any
               reasonable manner requested but without affecting
               their respective obligations under this Article to
               establish proper claims against parties responsible
               for loss or destruction of or damage to the cars.

          C    SUBSTITUTION OF CARS DAMAGED OR DESTROYED. Upon
               Lessee's request, Lessor, at its election, may
               substitute another car of the same type and
               capacity for any car which is damaged beyond repair
               or destroyed during the term of this Lease. The
               rental for such replacement car shall be the same
               as the rental for the damaged or destroyed car, and
               it shall commence on the Effective Date as
               determined by the date of the joint inspection
               certificate pertaining to each replacement car as
               discussed under Article 3 hereof.

ARTICLE 11     LIABILITY ARISING OUT OF USE OR OPERATION OF CARS.
               Except where responsibility is placed on others, as
               provided in Article 10B hereof, Lessee agrees to
               indemnify and save harmless Lessor from and against
               any and all losses, damages, injuries, liabilities,
               claims and demands, regardless of the cause
               thereof, and any expenses in connection therewith,
               including reasonable counsel fees, arising out of,
               or as a result of, the use and/or operation of the
               cars during the term of this Lease other than
               losses, damages, injuries, claims, demands and
               expenses caused by Lessor's negligence, or
               intentional acts or omissions or attributable to
               defects in workmanship and/or materials
               incorporated into the cars by Lessor or the
               manufacturer of the cars, or by their agents or
               representatives.

ARTICLE 12     LIABILITY FOR LOSS OF OR DAMAGE TO COMMODITIES.
               Lessor shall not be held liable for any loss of, or
               damage to, commodities or any part thereof, loaded
               or shipped in the cars, regardless of how such loss
               or damage shall be caused, or shall result. Lessee
               agrees to assume responsibility for, to indemnify
               Lessor against and to save Lessor harmless from any
               such loss or damage or claim therefor.

ARTICLE 13     LIABILITY FOR LOSS OF USE OF CARS. Lessor shall not
               be held liable to Lessee for loss of use of any car
               or cars, in whole or in part, regardless of the
               cause thereof.

ARTICLE 14     TAXES, DUTIES, CUSTOMS, SWITCHING AND DEMURRAGE.
               Lessee agrees to assume responsibility for and to
               pay all property taxes levied upon or measured by
               the cars and to file all property tax returns and
               reports relating thereto. Lessee further agrees to
               assume responsibility for and to pay or to
               reimburse Lessor for all other taxes (except taxes
               assessed upon the net income of Lessor) including
               but not limited to any sales and/or use taxes or
               similar taxes, tariff, duty, customs, switching
               charges, freight charges, including freight charges
               to a repair facility, demurrage or other charges
               made by any governmental, railroad or other agency,
               on account of the cars or in connection with the
               use or operation of any of the cars after the
               respective Effective Dates for the cars. Lessor
               agrees to promptly furnish Lessee with all
               reasonably requested information for the
               administration of this Article.

ARTICLE 15     ASSIGNMENT OF LESSOR'S INTEREST. All rights of
               Lessor hereunder may be assigned, pledged,
               mortgaged, transferred or otherwise disposed of,
               either in whole or in part, and/or Lessor may
               assign, pledge, mortgage, transfer or otherwise
               dispose of title to the cars with or without notice
               to Lessee. In the event of any such assignment,
               pledge, mortgage, transfer or other disposition in
               connection with the financing or refinancing of the
               purchase of the cars or any of them and in the
               event of the occurrence of an event of default by
               Lessor under such mortgage or agreement, this Lease
               and all of Lessee's rights under this Lease and all
               rights of any person, firm or corporation who
               claims or who may hereafter claim any rights under
               this Lease under or through Lessee are hereby made
               subject and subordinate to the rights of any
               chattel, mortgagee, assignee, trustee or holder of
               legal title to the cars under any chattel
               mortgages, conditional sale agreements, agreements
               and assignments and/or equipment trust agreements
               covering the cars or any of them heretofore or
               hereafter created and entered into by Lessor, its
               successors or assigns and to all of the rights of
               any such chattel mortgagee, assignee, trustee or
               other holder of the legal title to the cars. Any
               sublease of the cars or any of them permitted by
               Article 16 hereof that is entered into by Lessee,
               its successors or assigns shall contain language
               which expressly makes such sublease subject to the
               subordination contained in this Article 15.  At the
               request of the Lessor or any chattel mortgagee,
               assignee, trustee or other holder of the legal
               title to the cars, the cars may be lettered or
               marked with a legend to identify the legal owner of
               the cars at no expense to Lessee. Such legend shall
               not replace Lessee's identification markings as
               provided for in Article 4A hereof. If during the
               continuance of this Lease any such marking shall at
               any time be removed or become illegible, wholly or
               in part, Lessee shall immediately cause such
               marking to be restored or replaced at Lessor's
               expense.

ARTICLE 16A    BOUNDARIES FOR CAR USE AND PERMITTED SUBLEASE.
               Lessee agrees to use the cars exclusively within
               the boundaries of the United States (exclusive of
               Alaska and Hawaii) and to make no transfer or
               assignment of this Lease, or of the cars, to
               service outside the continental United States by
               operation of law or otherwise, without Lessor's
               prior written consent. However, Lessee may sublease
               any of the cars for use within the permitted
               boundaries without securing the prior written
               consent of Lessor. Such subleasing shall in no way
               relieve Lessee from any of its obligations to
               Lessor under this Lease.

          B    MERGER, CONSOLIDATION OR ACQUISITION OF LESSEE.
               Nothing in this Article 16 shall be deemed to
               restrict the right of Lessee to assign or transfer
               its leasehold interest under this Lease in the cars
               or possession of the cars to any corporation into
               or with which Lessee shall have become merged or
               consolidated or which shall have acquired or leased
               all or substantially all of the lines of railroad
               of Lessee, provided that such assignees, successors
               or transferees shall have duly assumed the
               obligations of Lessee hereunder and that they will
               not, upon the effectiveness of such merger or
               consolidation or acquisition of properties and the
               assumption of such obligations, be in default under
               any provision of this Lease and that such merger or
               consolidation or acquisition of properties shall
               not alter in any way Lessee's obligations to Lessor
               hereunder which shall be and remain those of a
               principal and not a guarantor.

ARTICLE 17     TITLE TO THE CARS. Lessee acknowledges and agrees
               that by the execution hereof it does not obtain and
               by its payments and performance hereunder it does
               not and will not have or obtain any title to the
               cars or any of them at any time subject to this
               Lease nor any property right or interest legal or
               equitable therein, except solely as Lessee
               hereunder and subject to all of the terms hereof.
               Lessee shall keep the cars free from any
               encumbrances or liens by any party claiming by or
               through Lessee which may be a cloud upon or
               otherwise affect Lessor's title.

ARTICLE 18     COMPLIANCE WITH LAW: COST OF CAR ALTERATIONS. At
               the time of delivery of the cars by Lessor to
               Lessee, the cars will conform to the applicable
               specifications and to all of the governmental laws,
               regulations, requirements and rules, and to all of
               the standards recommended by the Association of
               American Railroads and, as applicable, of the
               Canadian Transport Commission interpreted as being
               applicable to railroad equipment of the character
               of the cars as of the date of delivery to Lessee.
               Lessee agrees to comply with all governmental laws,
               regulations, requirements and rules, and with the
               A.A.R. Interchange Rules and, as applicable, the
               Regulations of the Canadian Transport Commission
               with respect to the use and operation of each of
               the cars during the term of this Lease. In the case
               any equipment or appliance on any of the cars shall
               be required to be changed or replaced or in case
               any additional or other equipment or appliance is
               required to be installed on any of the cars during
               the term of this Lease in order to comply with such
               laws, regulations, requirements, rule and/or the
               A.A.R. Interchange Rules as a result of any changes
               or revisions made herein during the term of this
               Lease, Lessee shall make such change, replacement
               and/or installation and pay the cost thereof;
               provided, however, that no adjustment in rentals
               shall result therefrom; and provided, further, that
               Lessee may, in good faith, contest the validity of
               application of any such law, regulation,
               requirement or rule in any reasonable manner which
               does not, in the opinion of Lessor, adversely
               affect the property or rights of Lessor under this
               Lease or create any danger that Lessor will incur
               criminal or other liability for which no
               indemnification is provided hereunder. Any part or
               parts changed, replaced and/or added to any of the
               cars shall be considered to be accession to such
               cars and title thereto shall be immediately vested
               in Lessor.

ARTICLE 19     LESSEE DATA FOR LEASE ADMINISTRATION. Lessee agrees
               to furnish Lessor promptly, at Lessor's request,
               with complete and accurate information reasonably
               required for the efficient administration of this
               Lease.

ARTICLE 20     LESSOR INSPECTION OF CARS. Lessor or its assignee
               shall have the right by its authorized
               representatives to inspect the cars at the sole
               cost and expense of Lessor at such reasonable times
               as Lessor shall deem necessary.

ARTICLE 21     DEFAULT OF LESSEE. If (a) Lessee shall fail to
               carry out and perform any of its obligations under
               this Lease, or shall fail to satisfy Lessor that it
               has commenced a program to correct such deficiency
               which, in the sole judgment of Lessor, will correct
               the deficiency within a reasonable time thereafter,
               within twenty (20) days after Lessor shall have
               demanded in writing performance thereof, or (b) if
               a petition in bankruptcy or for reorganization or
               for a trustee or receiver is filed by or against
               Lessee and all of the obligations of Lessee under
               this Lease shall not have been duly assumed by the
               trustee or receiver appointed, if any, in such
               proceeding or otherwise given the same status as
               obligations assumed by the trustee or receiver
               within thirty (30) days after the appointment, if
               any, or sixty (60) days after such proceedings
               shall have been commenced, whichever shall be
               earlier, Lessor may take possession of the cars and
               any accessions thereto wherever they may be found
               and at the election of Lessor, or its assignee as
               the case may be, either (i) declare the Lease
               terminated in which event all rights and
               obligations of the parties hereunder shall cease
               except only the obligations of Lessee to pay
               accrued rentals to the date of retaking, or (ii)
               attempt to relet the cars as agent of Lessee, apply
               the proceeds of such reletting first to the
               reasonable expenses that may be incurred in the
               retaking and delivery of the cars to the new
               Lessee, then the payment of amounts due Lessor
               under this Lease, and Lessee shall remain liable
               for any sums remaining due after so applying the
               proceeds so realized. Lessee shall pay said deficit
               monthly as the same may accrue. Lessor shall make
               all reasonable efforts to relet the cars at a
               rental equal to or greater than that paid by
               Lessee.

ARTICLE 22     RETURN OF CARS UPON DEFAULT. If Lessor shall
               terminate this Lease pursuant to Article 21 hereof,
               Lessee shall forthwith deliver possession of all
               cars then covered by this Lease to Lessor. For the
               purpose of delivering possession of any car or cars
               to Lessor as above required, Lessee shall at its
               own expense and risk (except as hereinafter stated)

                    A.   forthwith place such cars upon such
               storage tracks as Lessor may reasonably designate
               or, in the absence of such designation, as Lessee
               may select,

                    B.   permit Lessor to store such cars on such
               tracks for a period not exceeding three months at
               the risk of Lessee, and

                    C.   transport the cars, at any time within
               such three month period, to any reasonable place on
               the lines of any railroad designated by Lessor for
               shipment to Lessor.

               The redelivery, storage and transporting of the
               cars as hereinbefore provided are of the essence of
               this Lease, and upon application to any court of
               equity having jurisdiction in the premises Lessor
               shall be entitled to a decree against Lessee
               requiring specific performance of the covenants of
               Lessee so to redeliver, store and transport the
               cars.

               Without in any way limiting the obligations of
               Lessee under the foregoing provisions of this
               Article 22, Lessee hereby irrevocably appoints
               Lessor as the agent and attorney of Lessee, with
               full power and authority, at any time while Lessee
               is obligated to deliver possession of any car to
               Lessor, to demand and take possession of such car
               in the name and on behalf of Lessee from whosoever
               shall be at the time in possession of such car.

ARTICLE 23     RETURN OF CARS UPON EXPIRATION OF TERM. On the date
               on which the term of this Lease or applicable Rider
               expires, Lessee, at its sole cost and expense,
               shall return each of the cars and each part thereof
               to Lessor at such repair shop, storage yard,
               terminal facility or other point as may be
               reasonably designated by Lessor, empty, free from
               residue and in the same good order and condition as
               it was delivered by Lessor to Lessee, ordinary
               wear, tear and coal dust excepted. All
               transportation costs associated with moving the
               cars from Lessee's service to Lessor's designated
               return point shall be for Lessee's account.

               If Lessor determines at the end of the Lease term
               that any of the cars require cleaning of residue
               other than coal dust, Lessor shall allow Lessee the
               opportunity to clean the cars at Lessee's expense.
               If Lessee declines such opportunity, then Lessee
               shall reimburse any charges reasonably incurred by
               Lessor for actual cleaning of the cars.

               Lessee at its option, may redeliver any or all of
               the cars to Lessor during the thirty (30) calendar
               day period immediately preceding the date on which
               the term of this Lease or applicable Rider expires.
               If Lessee shall elect to so redeliver any or all of
               the cars, the rental on such cars shall cease on
               the date on which such cars are so redelivered to
               Lessor.

               In the event that any or all of the cars are not
               redelivered to Lessor on or before the date on
               which the term of this Lease or applicable Rider
               with respect to such cars expires, all of the
               obligations of the Lessee under this Lease with
               respect to such cars shall remain in full force and
               effect until such cars are redelivered to Lessor;
               provided, however, that the daily rental for each
               of such cars during such period shall be one and
               one-half times the pro rata daily rate of the
               rental specified in the Rider applicable to such
               cars for a maximum period of one (1) year after
               such termination date. If Lessee shall for any
               reason fail to redeliver any of such cars during
               such one (1) year period, Lessee shall pay to
               Lessor on that date that such one (1) year period
               expires a sum equal to the then depreciated value
               of such car or cars using the A.A.R. Interchange
               Rules schedule of depreciation.

ARTICLE 24     EARLY TERMINATION. Subject to the terms and
               conditions herein expressed, Lessee shall have the
               following right to terminate this Lease prior to
               end of the term hereof.

               If no event of default (or an event which would
               constitute an event of default but for the lapse of
               time or of the giving of notice or both) shall have
               occurred and be continuing and the cars in Lessee's
               reasonable judgment as expressed by Lessee's
               President or responsible Vice President become
               surplus or economically obsolete to Lessee's
               requirements, then Lessee may at its option, upon
               not less than 180 days prior written notice to
               Lessor, terminate this Agreement with respect to
               all of the cars, provided that (i) such termination
               occurs on or after the fifth anniversary or any
               succeeding anniversary of the Effective Date(s),
               and (ii) no such termination shall be effective
               until the cars have been relet and all sums payable
               by Lessee to Lessor have been paid in full.

               Upon notification of Lessor that Lessee intends to
               exercise its termination right under this Article,
               Lessor and Lessee shall attempt in good faith to
               relet the cars. Lessor and Lessee shall certify to
               each other in writing the amount and the terms of
               each bid received by them and the names and
               addresses of the parties submitting such bids.
               Subject to Lessor's right to reject bids as set
               forth in this Article, on the date of termination
               specified in Lessee's notification Lessor shall
               without recourse, representation or warranty, relet
               the cars to the highest bidder who shall have
               submitted such bid prior to such date on terms and
               conditions acceptable to Lessor in its sole and
               reasonable discretion. In no event shall the Lessor
               be obligated to accept a bid which is less than the
               rate of this current lease or less than the
               remaining term of the current lease.

               If, within 60 days prior to the termination date,
               neither Lessor nor Lessee shall have received any
               bid for the reletting of the cars or there shall
               not have been received any bid which shall be
               acceptable to Lessor, in its sole and reasonable
               discretion, Lessor shall so advise Lessee.
               Thereupon, Lessee shall have the right (i) to
               notify Lessor, within 30 days following the giving
               of such advice, that Lessee will continue to lease
               the cars with the same effect as if Lessee had not
               given notice of termination with respect thereto or
               (ii) to pay to Lessor, on the termination date, a
               sum equal to the then depreciated value of the cars
               using the A.A.R. Interchange Rules schedule of
               depreciation and any other rentals or other Lessee
               obligations accrued and unpaid through and
               including such date, and thereupon Lessee shall
               have no further right with respect to the cars and
               no further obligations with respect to the cars
               except those which survive the expiration of the
               term of this Lease.

ARTICLE 25     RENEWAL OPTIONS. Provided that no event of default,
               or any event which with the lapse of time or the
               giving of notice, or both, would constitute
               default, shall have occurred and be continuing,
               Lessee shall have the following renewal options
               upon the expiration of the initial term of this
               Lease. Lessee shall have the option to renew and
               extend this Lease (without modification of terms,
               except for termination date) either as to all or as
               to 120 or 167 of the cars then leased hereunder for
               one additional renewal term of five (5) years
               subject to the original terms and conditions herein
               contained for the original term of the Lease.
               Alternatively, Lessee shall have the option to
               renew and extend this Lease either as to all or as
               to 120 or 167 of the cars then leased hereunder for
               two additional renewal terms of two years each
               (without modification of terms, except for
               termination date) as the Lessee shall specify.

ARTICLE 26     WARRANTIES. Lessor's obligations with respect to
               the cars are expressly limited to those set forth
               in this Agreement, and except as otherwise
               expressly stated herein, LESSOR MAKES NO WARRANTIES
               OF ANY KIND EXPRESS OR IMPLIED. WHETHER OF
               MERCHANTABILITY. FITNESS FOR ANY PARTICULAR PURPOSE
               OR OTHERWISE. NOR SHALL LESSOR HAVE ANY LIABILITY
               FOR ANY CONSEOUENTIAL OR INCIDENTAL DAMAGES ARISING
               OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
               CAR LEASED HEREUNDER. Lessee shall be solely
               responsible for determining that the
               specifications, design and paint of any car are
               appropriate for the commodities loaded therein.

ARTICLE 27     GOVERNING LAW. This Agreement and performance of
               the parties hereunder shall be governed by and
               construed in accordance with the laws of the State
               of Illinois.

ARTICLE 28A    SEVERABILITY. If any provision of this Agreement
               shall be held to be invalid or unenforceable by the
               final judgement of a court of competent
               jurisdiction, such invalidity or unenforceability
               shall not affect any other provision but this
               Agreement shall continue in full force and effect
               as if such provision had not been a part hereof.

          B    HEADINGS. The Article headings used herein are for
               convenience of reference only and shall not be used
               in interpreting this Agreement.

          C    WAIVER. This Agreement may not be amended or
               modified except by written agreement signed by the
               parties. No waiver of any provision of this
               Agreement shall be effective unless in writing
               signed by the party against whom enforcement of
               such waiver is sought and unless otherwise
               expressly so provided such waiver shall be limited
               only to the specific situation for which it was
               given.

          D    BENEFIT. This Agreement shall be binding upon and
               inure to the benefit of Lessor and its successors
               and assigns, and Lessee and (to the extent
               permitted by Article 16) its successors and
               assigns.

          E    ENTIRE AGREEMENT. This Agreement, including all
               Riders and other documents attached hereto or
               incorporated by reference herein, constitutes the
               entire agreement of the parties with respect to the
               subject matter hereof and supersedes all other
               understandings, oral or written, with respect to
               the same.

     IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed and delivered as of the day and year
first above written.

ATTEST:                  PULLMAN LEASING COMPANY
By /s/B. E. Tazar        By /s/Edward J. Whalen
Assistant Secretary      President


ATTEST:                  KANSAS CITY POWER & LIGHT COMPANY
By /s/Jeanie Sell Latz   By /s/R. G. Wasson
Assistant Secretary      (title)
                         Vice President


                            RIDER NO. 1

This Rider shall be attached to and form a part of Net Lease of
Railroad Equipment dated as of the 11th day of January, 1989, by
and between PULLMAN LEASING COMPANY, and KANSAS CITY POWER & LIGHT
COMPANY Cars covered by this Rider are as follows:

Quantity:        222 railcars.

Description:     Open top hopper railcars with rotary couplers.

Capacity:        4000 cubic feet per railcar (100 tons).

Fixed Rental:    $433.87 per railcar per month.

With respect to the cars covered by this Rider, it is hereby
agreed that, despite any terms or conditions of the Lease and/or
this Rider, all freight charges shall be for Lessee's account.

All of the other terms and conditions of the Lease shall remain in
full force and effect.

The term of the Lease, with respect to the cars covered by this
Rider, shall commence on the 1st day of January 1989, and shall
continue to and include the 31st day of December, 2003.

ATTEST:                   PULLMAN LEASING COMPANY
By /s/B. E. Tazar         By /s/Edward J. Whalen
Assistant Secretary       President


ATTEST:                   KANSAS CITY POWER & LIGHT COMPANY
By/s/Jeanie Sell Latz     By /s/R. G. Wasson
Assistant Secretary       Vice President
                          Administrative Services

Exhibit c-45 MASTER RAILCAR LEASE THIS MASTER RAILCAR LEASE ("Agreement") is made as of May 2, 2001 between THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation ("Lessor"), and KANSAS CITY POWER AND LIGHT COMPANY, a Missouri corporation ("Lessee"). 1. SCOPE OF AGREEMENT A. Agreement to Lease. Lessor and Lessee agree to lease the railroad Cars (herein referred to collectively as the "Cars" and individually as a "Car") described in the Schedules executed pursuant hereto by Lessor and Lessee from time to time, or otherwise delivered to and accepted by Lessee. B. Schedules Control. Each Schedule shall incorporate therein all of the terms and conditions of this Agreement and shall constitute a part of this Agreement to the same extent as if the provisions hereof were set forth in full therein; provided that the terms of any Schedule shall control, as to Cars on such Schedule, over any inconsistent terms elsewhere in this Agreement. C. Definitions. All capitalized terms which are not defined herein are defined in Rider A attached hereto and made a part hereof ("Rider A"). 2. TERM This Agreement shall remain in full force until terminated as to all Cars on all Schedules. The lease term (the "Lease Term") with respect to any Car shall commence on the date set forth on any Schedule ("Lease Commencement Date") and shall expire on the later to occur of the Expiration Date or the date on which all the Cars are returned to and accepted by Lessor as set forth on the applicable Schedule. 3. RENT A. Rent Payable. Lessee shall pay Lessor rent as set forth on each Schedule at such place as Lessor may designate to Lessee. All rent and other amounts payable hereunder shall be paid without notice or demand and without counterclaim, deduction, reduction or setoff of any kind whatsoever other than amounts payable pursuant to Section 4 hereof as to which a good-faith dispute exists, which amounts need not be paid prior to a resolution of such dispute by the parties hereto. B. Overdue Payments. If Lessee has not paid rent or other amounts payable hereunder for a period of longer than ten (10) days from due date, Lessee shall pay Lessor, as additional rent, interest on such unpaid sum from its due date to the date of payment by Lessee at a rate equal to one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. C. Holdover Rent. Until any Car is returned to, and accepted by Lessor, pursuant to Section 11, Lessee shall continue to pay rent for such Car and to comply with all other payment and other obligations under this Agreement as though such expiration or other termination had not occurred. If thirty (30) days after the Expiration Date, Lessee has not returned any Car, Lessor may charge, and Lessee shall pay Lessor upon demand, 150% of the rent in effect immediately prior to expiration or termination of the Lease Term of such Car. Such additional charge will not take effect without ten (10) days prior written notice by Lessor. Nothing in this Section shall give Lessee the right to retain possession of any Car after expiration or other termination of this Agreement with respect to such Car. 4. MAINTENANCE A. Lessee shall promptly notify Lessor upon receipt by Lessee of knowledge of any damage to any of the Cars. Lessor, at its expense, shall arrange for the performance of all Maintenance and repair of the Cars, except as hereinafter provided. Lessee shall not repair, or authorize the repair of, any of the Cars without Lessor's prior written consent, except that running repairs (as specified in the Interchange Rules) may be performed without prior written consent. The amount paid for such running repairs shall not be in excess of the basis, in effect at the time the repair is made, provided by the AAR. If any Car becomes unfit for service and shall be held in a Car shop for repair and shall remain therein for a period in excess of five days, Lessee shall receive a credit for the rental with respect to such Car after such period of five days until such Car is released from the shop or until another Car shall have been placed in the service of Lessee by Lessor, provided that Lessee notified Lessor prior to routing the Car to shop upon instructions of Lessor. If any Car is in shop for Lessee Maintenance Items there will be no rent credit. (i) It is understood that "Lessee Maintenance Items", as defined in each Schedule, shall include (a) specialty items specified in any Schedule (b) damage while in Lessee's or Lessee's shipper or consignee's possession, custody & control, and (c) damage or corrosion occurring from use other than permitted under this Agreement. B. Replacement Parts. Any and all changes or replacements or additions to any Car or part thereof made by Lessee shall constitute accessions to such Car and, without cost or expense to Lessor, title thereof shall be immediately vested in Lessor. C. Reporting Marks. No lettering or marking of any kind shall be placed upon any of the Cars by Lessee except with the prior written consent of Lessor. D. Mileage Allowances. Lessee agrees to keep records pertaining to the movement of the Cars, and Lessee agrees to promptly furnish Lessor with complete reports of the Car movements, upon request, including dates received, loaded and shipped, commodity, destination, and full junction routing and any other mileage information which Lessee may receive from railroad companies or other sources which may be of use to Lessor. Lessor shall collect the mileage earned by the Cars, and subject to all rules of the tariffs of the railroads, Lessor shall remit to Lessee such mileage as and when received from the railroads. E. Railroad Charges. Lessee agrees to reimburse Lessor for any payment Lessor may be required to make to any railroad, due to mileage equalization where applicable, resulting from excess empty mileage incurred by the Cars on such railroad. For the purpose of this Section the railroad mileage and junction reports shall be prima facie evidence of the facts reported therein. In addition, if Lessor is required to make any payments to a railroad resulting from the empty movement of any of the Cars while they are in Lessee's service, Lessee agrees to reimburse Lessor for such payments. Lessee shall be liable for any demurrage, track storage or detention charges imposed in connection with any of the Cars as well as loss of or damage to any Car while on any private siding or track or on any private or industrial railroad or in the custody of any carrier not subject to the Association of American Railroads Rules for Interchange. F. Load Limits. Lessee agrees not to load any of the Cars in excess of the load limit stenciled thereon. 5. INSPECTION Lessee shall permit Lessor or its agents reasonable access during normal business hours to examine the Cars wherever located or Lessee's records relating to the Cars. 6. INSURANCE A. During the Lease Term of this Agreement, Lessee shall keep or cause to be kept with insurance companies acceptable to Lessor, comprehensive general liability insurance, including products liability and contractual coverage for the liabilities assumed herein, including bodily injury, death, and property damage in a combined single limit of not less than $10,000,000.00 per occurrence. Lessee shall provide to Lessor concurrently with the execution hereof and within 30 days prior to each policy expiration or replacement thereof, original signed certificates of insurance with such information included as Lessor may reasonably request to evidence Lessee's compliance. B. In the event any Car is not covered by the insurance described in Section 6A hereof, Lessor shall have the right, at its option, to purchase coverage and recover all premiums for such insurance from Lessee, and/or declare this Agreement in default and proceed in accordance with Section 10 hereof. C. All insurance shall name Lessor as an additional insured in respect of risks arising out of the condition, maintenance, use or ownership of the Cars and shall provide that losses, if any, shall be payable to Lessor as its interest may appear. D. All insurance maintained pursuant to this Section shall provide that: (1) the insurer thereunder waives all rights of subrogation against Lessee or Lessor, (2) thirty (30) days prior written notice of expiration, modification or termination shall be given to Lessor, and (3) any other insurance maintained by Lessor shall not be contributory or have the effect of suspending, impairing, invalidating or reducing the coverages required to be provided and maintained by Lessee. 7. TAXES A. Lessor agrees to assume responsibility for and to pay all Property Taxes levied upon the Cars and to file all Property Tax reports relating thereto. Lessee represents that it is exempt from, however agrees to assume responsibility for and to pay all applicable state, city, county or province sales, use or similar taxes, if any, found due resulting from the Agreement or use of the Cars and to indemnify Lessor for any payments of such sales, use or similar taxes Lessor may be required to pay. Lessee shall have no liability with respect to Federal, state or local taxes on or measured by Lessor's net income, capital or net worth. These obligations survive the expiration or earlier termination of any Schedule and this Agreement. B. The obligation of Lessee under this Section 7 shall survive the expiration or other termination of this Agreement. C. If Lessee is required to withhold any tax including any assessed penalties or other amount for any amount payable to Lessor pursuant to this Agreement Lessee shall pay an additional amount sufficient to enable Lessor to receive and retain, after such withholding (including withholding from such additional payment), an amount equal to the amount Lessor would have received if such withholding had not been required. D. If a written claim is made against Lessor for any Imposition of sales. use or similar taxes for which Lessee may be required to indemnify Lessor, Lessor shall notify Lessee in writing of such claim, but the failure to so notify Lessee shall not affect any obligation of Lessee unless such failure precludes Lessee's right to contest such claim. If requested by Lessee in writing within 30 days after notification, and upon determination that the amount of the claim exceeds $15,000 and that the action to be taken will not, as determined in good faith by Lessor, result in any material danger of the sale, forfeiture or loss of, or the creation of any Lien on the Cars. Lessor shall contest (or, in its sole discretion, allow Lessee to contest) such claim, provided that (i) Lessee shall have agreed to reimburse Lessor on demand for all reasonable out-of-pocket expenses incurred by Lessor for the purpose of conducting the contest, (ii) before Lessor commences any judicial action, Lessee shall acknowledge its obligation to indemnify Lessor for the amount of the Imposition in controversy if the contest is unsuccessful, (iii) Lessee provides and pays for an opinion of independent tax counsel mutually acceptable to Lessee and Lessor that there is a reasonable basis for the contest, (iv) if Lessor decides to initiate such contest by paying the Imposition claimed and claiming a refund thereof, Lessee shall have advanced to Lessor the amount of such Imposition on an interest- free basis (except for any interest paid to Lessor as part of a refund) and shall have agreed to indemnify Lessor for any adverse tax consequence of such interest- free loan. 8. CASUALTY CARS A. In the event any Car is destroyed, the rental with respect to such Car shall terminate upon receipt by Lessor of written notification of such casualty by the Lessee or the party responsible for such destruction. Lessor shall be entitled to receive Settlement Value for any Car destroyed. In the event any Car is reported to be bad ordered, Lessor may, at its discretion, either repair such Car or substitute another Car of the same type and capacity. If a substitute Car is not offered to the Lessee, and Lessor elects to repair the bad ordered Car, such Car shall be repaired as quickly as reasonable and upon completion of such repair shall be promptly returned to Lessee for the duration of the Lease Term. The rental with respect to a substituted or repaired bad ordered Car shall commence upon delivery of such Car to Lessee. B. In the event that any of the Cars, or the fittings, appliances or appurtenances thereto, shall be damaged, ordinary wear and tear excepted, or destroyed either as a result of the acts of a Lessee's employees, agents or customers or from any commodity or other material loaded therein or thereon, Lessee agrees to assume financial responsibility in accordance with Interchange Rules for such damage or destruction. C. Lessor shall not be liable for any loss of or damage to commodities, or any part thereof loaded or shipped in or on the Cars, and Lessee agrees to assume financial responsibility for, to indemnify Lessor against, and to save it harmless from any such loss or damage. 9. POSSESSION AND USE A. Lessee shall (i) use the Cars solely for the purpose for which the Cars are intended as specified in the applicable Schedule and (ii) comply with all government laws, regulations, requirements and rules including, but not limited to the Interchange Rules and the rules of the FRA with respect to the use and operation of each Car. B. Lessee shall not, directly or indirectly, (i) encumber or dispose of any Car or any part of any Car or permit any lien or encumbrance to be entered or levied upon any Car or this Agreement; (ii) alter or modify in any way the physical structure of the Car; (iii) use or permit the Cars to be used or maintained outside the United States for greater than a temporary or incidental use; (iv) use any Car in unit train service or other designated high mileage usage unless the applicable Schedule provides otherwise; (v) permit any Car to be loaded with any hazardous material, hazardous commodity, hazardous waste or hazardous substance. C. Lessee agrees to indemnify Lessor and shall, on demand, promptly reimburse Lessor on an After- Tax Basis for any costs, duties, loss of depreciation, penalties and interest suffered by Lessor due to use of any Car outside the United States. This obligation survives the expiration or earlier termination of any Schedule and this Agreement. D. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; PROVIDED, HOWEVER, THAT LESSEE MAY NOT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR PLEDGE OR ASSIGN THIS AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER OR SUBLEASE OR ASSIGN ANY CARS TO ANY PARTY. Any purported assignment or sublease in violation hereof shall be void. E. In the event the U.S. Department of Transportation, or any other governmental agency or non- governmental organization having jurisdiction over the operation, safety or use of railroad equipment, requires that Lessor add, modify or in any manner adjust the Cars subject to this Agreement in order to qualify them for operation in railroad interchange, Lessee agrees to pay an additional monthly charge of $2.00 per Car for each $100 expended by Lessor on such Car, or such other monthly charge in lieu thereof, as may be provided for Modifications in any Schedule hereto, in any case effective as of the date the Car is released from the shop after application of such additions, modifications or adjustments (hereinafter the "Modifications"). No rental credits will be issued on Cars entering the shop for any Modifications provided Cars are returned to service within 15 days after entering the shop. 10. DEFAULT; REMEDIES. If Lessee fails to pay when due any rent or other amount required to be paid by this Agreement or to perform any of its other obligations under this Agreement, and such default is not cured within thirty (30) days after notification of such default, or if a petition in bankruptcy or for reorganization or similar proceeding is filed by or against Lessee, then Lessor may exercise any one or more of the following remedies and any additional rights and remedies permitted by law (none of which shall be exclusive) and shall be entitled to recover all its costs and expenses including attorneys' fees in enforcing its rights and remedies: A. Terminate this Agreement and recover damages; and/or B. Proceed by any lawful means to enforce performance by Lessee of this Agreement; and/or C. By notice in writing to Lessee, terminate Lessee's right to possession and use of the Cars, whereupon all right and interest of Lessee in such Cars shall terminate; thereupon Lessee shall at its expense promptly return such Cars to Lessor at such place as Lessor shall designate and in the condition required as provided in Section 11 of this Agreement; or if Lessee does not so promptly return the Cars on demand. Lessor may enter upon any premises where to Cars may be located and take possession of such Cars free from any right of Lessee; and/or D. Proceed to recover from Lessee any and all amounts which under the terms of this Agreement may be then due or which may have accrued prior to the date of termination and also to recover forthwith from Lessee (a) as representing actual loss incurred by Lessor, damages for loss of the bargain and not as a penalty, a sum, with respect to each Car which represents the then present value of all rent for such Car which would otherwise have accrued hereunder from the date of such termination to the end of the Lease Term of this Agreement as to such Unit, such present value to be computed in each case on the basis of a six percent (6%) per annum discount, compounded annually from the respective dates upon which rents would have been payable hereunder had this Agreement not been terminated and (b) any damages and expenses, in addition thereto which Lessor shall have sustained by reason of the breach of any covenant or covenants of this Agreement. E. Lease, sell or otherwise dispose of the Cars to such persons, at such price, rental or other consideration and for such period as Lessor shall elect. Lessor shall apply the proceeds from such leasing, sale or other disposition, less all costs and expenses incurred in the recovery, repair, storage, renting, sale or disposition of such Cars (including costs and expenses in connection with any bankruptcy proceeding involving Lessee and/or the Cars, including relief from stay motions, cash collateral disputes, assumption/rejection motions and disputes concerning any proposed disclosure statement and plan during any such bankruptcy proceeding) toward the payment of Lessee's obligations hereunder. Lessee shall remain liable for any deficiency. F. Lessor's failure to exercise or delay in exercising any right, power or remedy available to Lessor shall not constitute a waiver or otherwise affect or impair its rights to the future exercise of any such right, power or remedy. 11. EXPIRATION OR OTHER TERMINATION A. Return of Cars. Upon the expiration or earlier termination of this Agreement with respect to any Car, Lessee, at its sole expense, shall return such Car to Lessor as provided in the Schedule, subject to Sections 11B and 11C. B. Condition Upon Return. Lessee, shall return each such Car to Lessor (i) in interchange condition in accordance with Interchange Rules and FRA rules and regulations in effect on the date the Cars are returned to Lessor and free of AAR Interchange Rule 95 damage; (ii) empty and free from all accumulations or deposits from commodities transported in or on it while in the service of Lessee; (iii) suitable for loading the commodities allowed in the applicable Schedule; (iv) with respect to the specific parts or equipment specified in Section 7 of the applicable Schedule, in as good condition, order and repair as when delivered to Lessee, normal wear and tear excepted. In addition, Lessee shall have removed all existing company logos of Lessee, and shall comply with the provisions of each applicable Section of each Schedule. C. Inspection. Lessor may inspect any Car which is returned to it for up to fifteen (15) days after return in accordance with Section 11A hereof. Lessor shall give advance notice to Lessee of inspection date and time and provide Lessee with a written report of the results of Lessor's inspection. Lessee shall be entitled to participate in any such inspection, provided that Lessee shall not interfere with the conduct of such inspection. Unless Lessee shall notify Lessor within 7 days of Lessor's inspection of any Car then Lessee shall be deemed to be in agreement with the results of Lessor's inspection. Lessee agrees to pay Lessor within 30 days of receipt of an invoice for Maintenance or cleaning for which Lessee is responsible. 12. LIABILITY ARISING OUT OF USE AND OPERATION OF CARS. Lessee agrees to defend, indemnify and hold its affiliates, and their respective agents, directors, officers, employees, successors and assigns harmless from and against any claim (including without limitation relating to environmental matters) of whatsoever nature and regardless of the cause thereof arising out of this Agreement or in connection with or resulting from the deliver, possession, ownership, leasing, condition, use, loss of use, maintenance, return or operation of the Cars during the Lease Term or arising out of Lessee's default hereunder, excepting, however, any claim which accrues with respect to any of the Cars (i) while such Car is in a repair shop undergoing repairs, that are not necessitated by Lessee's acts or omissions or any breach by Lessee of its obligations hereunder, or that otherwise the responsibility of Lessee hereunder, or (ii) to the extent attributable to the gross negligence or willful misconduct of Lessor, its agents or employees. The indemnities set forth in this Section 12 shall survive the expiration or other termination of this Agreement. 13. DISCLAIMER OF WARRANTIES. LESSOR'S OBLIGATIONS WITH RESPECT TO THE CARS ARE EXPRESSLY LIMITED TO THOSE SET FORTH IN THIS AGREEMENT, AND LESSOR MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. LESSOR MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE, NOR SHALL LESSOR HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY CAR. LESSEE SHALL BE SOLELY RESPONSIBLE FOR DETERMINING THAT THE SPECIFICATIONS AND DESIGN OF ANY CAR ARE APPROPRIATE FOR THE COMMODITIES LOADED THEREIN. 14. MISCELLANEOUS. A. Financial Reports. Lessee shall promptly furnish to Lessor the annual report or audited financial statements of Lessee and its parent company not more than 120 days after the end of its fiscal year and any other financial information with respect to Lessee and its parent company as Lessor may reasonably request from time to time. B. Assignment. All rights and obligations of Lessor under this Agreement and any Schedule and Lessor's interest in the Cars subject to such Schedule and in the rent and other amounts payable with respect thereto may be assigned, pledged or transferred in whole, without notice to or consent by Lessee, and Lessee's rights hereunder are and shall at all times be subject and subordinate to any and all rights of any assignee, mortgagee or security holder, and pledge or transfer, and Lessee agrees that any such assignee, transferee or pledgee shall be entitled to all the privileges, powers and immunities of Lessor. If requested, Lessee shall evidence its consent to the foregoing by executing a consent and agreement in form and substance satisfactory to Lessor and its assignee, pledgee or transferee. However, no consent by Lessee is required to any transfer, pledge or assignment. C. Further Assurances. Both parties agree to execute the documents contemplated by this transaction and such other documents as may be required in furtherance of any financing agreement entered into by Lessor or its assignees in connection with the acquisition, financing or use of the Cars. D. Recording. Lessee shall sign a Memorandum of this Agreement in form and substance satisfactory to Lessor for filing and recordation with the STB in accordance with 49 U.S.C. 11301. E. No Waiver. No delay, waiver, indulgence or partial exercise by either party of any right, power, or remedy shall preclude any further exercise thereof or the exercise of any additional right, power or remedy. F. Notices. Any notices required or permitted to be given hereunder shall be deemed given when sent by telecopy, by overnight mail using a nationally recognized overnight courier or deposited in United States mail, registered or certified, postage prepaid, addressed to: Lessor: THE CIT GROUP/EQUIPMENT FINANCING, INC. 1211 Avenue of the Americas, 20th Floor New York, New York 10036 Attn: Senior Vice President - Rail Group Documentaion Telecopier No. (212) 536-9397 Lessee: as designated in each Schedule. or to such addresses as Lessor may from time to time designate. F. Intentionally omitted. H. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. I. Entire Agreement. This Agreement and all other documents, instruments, certificates and agreements executed and delivered pursuant hereto to which either Lessor or Lessee is a party constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and replaces any prior or contradictory representations, warranties or agreements by Lessor and Lessee. J. RESTRICTIONS ON ASSIGNABILITY BY LESSEE. Lessee has reviewed the provisions of Section 9D of the Agreement prohibiting or restricting the assignment or other transfer of its interests in the Agreement or the Equipment leased to it and is bound by such provisions as set forth in the Agreement. Lessee agrees that said provisions are made "conspicuous" by this paragraph. K. Counterparts. This Agreement may be executed in any number of counterparts, and such counterparts together shall constitute one contract. L. Quiet Enjoyment. Provided Lessee shall not be in default hereunder and conditioned upon Lessee performing all of the terms, conditions and covenants of this Agreement, Lessor will not disturb Lessee's peaceable and quiet possession and use of the Cars during the terms of this Agreement. M. Applicable Law. The terms of this agreement and all rights and obligations hereunder shall be governed by the laws of the state of New York without regard to New York's choice of law doctrine. N. Waiver of Trial by Jury. LESSEE AND LESSOR AGREE AND STIPULATE THAT A FAIR TRIAL MAY BE HAD BEFORE A STATE OR FEDERAL JUDGE BY MEANS OF A BENCH TRIAL WITHOUT A JURY. IN VIEW OF THIS FOREGOING, AND AS A SPECIFICALLY NEGOTIATED PROVISION OF THIS AGREEMENT, LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND LESSEE AND LESSOR HEREBY AGREE AND CONSENT THAT EITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. Each party, pursuant to due corporate authority, has caused this Agreement to be executed by its authorized officer or other employee, and each of the undersigned declares under penalty of perjury that he or she holds the title indicated below, that the execution of this Agreement was the free act and deed of the corporation, the foregoing is true and correct and that this Agreement was executed on the date indicated below, and that this Agreement is a legal, valid and binding obligation of each party. THE CIT GROUP/EQUIPMENT FINANCING, INC. Lessor By:/s/Jospeh Mankowich Title: Vice President Date: 22 May 01 KANSAS CITY POWER AND LIGHT COMPANY Lessee By:/s/Frank L. Branca Title: VP Date: May 2, 2001 Reviewed By Counsel /s/William H. Koegel

RIDER A TO MASTER RAILCAR LEASE Dated as of May 2, 2001 by between THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lessor and KANSAS CITY POWER AND LIGHT COMPANY, as Lessee "AAR" shall mean the Association of American Railroads. "Agreement" shall mean this Master Railcar Lease, as it may be amended, modified or supplemented together with all Schedules and Riders. "After-Tax Basis" shall mean an amount equal to the sum of (i) the amount of the tax to be paid plus (ii) the amount of all taxes, fees and other governmental charges payable by the payee with respect to the receipt or accrual of the amounts described in items (i) and (ii) of this sentence, calculated based on the assumption that the payee is subject to United States Federal income tax at the highest marginal statutory rate applicable to corporations at the time the indemnity is paid or accrued and is subject to United States state and local and (if applicable) foreign income taxes at the actual rates applicable to the payee as certified by an officer of the payee. "Delivery Location" location designated on each applicable Schedule. "FRA" shall mean the Federal Railroad Administration. "Interchange Condition" shall mean with respect to any Car, the performance standards and criteria for the condition of such Car and its maintenance and repair of such Car as set forth in the Interchange Rules. "Interchange Rules" mean collectively the Field Manual of the AAR Rules of Interchange and the Office Manual of the AAR Rules of Interchange adopted by the AAR Mechanical Division, Operations, and Maintenance Department, as the same may from time to time be amended, modified or supplemented. References herein to the Interchange Rules provide performance standards and criteria for the condition of the Cars and their maintenance and repair. However, as between Lessor and Lessee, this Agreement, not the Interchange Rules, governs who is responsible for performing Maintenance. "Maintenance" shall mean all repairs, servicing, maintenance, replacement or furnishing of parts, mechanisms and devices as are needed to keep any Car in good condition and working order and repair, suitable for loading of the commodities listed in the applicable Schedule and in accordance with the Interchange Rules, the FRA rules and the applicable rules of any other applicable regulatory body having jurisdiction over the Cars. "Property Tax" means any annually recurring tax on personal property that is imposed on the owner of the Cars by any government or other taxing authority within the United States of America, is calculated by reference to the value of the personal-property subject to the tax and attributable to any or all of the Cars (whether called an "ad valorem property tax", a "railcar tax", a "mileage tax" or otherwise) plus any and all fines, penalties, additions to tax and/or interest relating thereto. "Schedule" means any schedule signed by both Lessor and Lessee pursuant to this Agreement, as the same may from time to time be amended, modified, supplemented or extended. "Settlement Value" with respect to each Car shall mean the value set forth as the Settlement Value" in each Schedule. "STB" shall mean the Surfact Transportation Board.

SCHEDULE NO.01 This Schedule No.01 to that certain Master Railcar Lease (hereinafter as the same may from time to time be amended, modified or supplemented referred to as the "Agreement") dated as of May 2, 2001 between THE CIT GROUP/EQUIPMENT FINANCING, INC ("Lessor") and KANSAS CITY POWER AND LIGHT COMPANY ("Lessee")is made as of May 2, 2001. Lessor and Lessee agree as follows. 1. Capitalized Terms. All capitalized terms defined in the Agreement shall have the meanings defined therein when used in this Schedule No.01 except that the term "Cars" as used herein shall only refer to the equipment described in this Schedule unless otherwise indicated. 2. Cars Leased. Lessor hereby leases the following cars to Lessee subject to the terms and conditions of the Agreement and this Schedule. Quantity Equipment Description Reporting Marks and Numbers 125 4480 C.F. aluminum coal See Schedule A gondolas attached. 3. Acceptance. Lessee shall inspect each Car promptly when delivered to Lessee at a Delivery Location. Failure to report that any Car is not in Interchange Condition within the earlier of seven (7) days of such Car's delivery to Lessee or the date of loading of such Car by Lessee or at Lessees direction, (such period being referred to as the "7 Day Acceptance Period") shall constitute acceptance by Lessee of such Car, and shall be conclusive evidence that such Car (a) is fit and in suitable condition for transporting the commodities then and thereafter loaded in such Car,(b) meets all of Lessee's requirements for the Car and (c) is accepted by Lessee for all purposes of the Agreement. 4. Lease Commencement Date. May 1,2001 5. Expiration Date. April 30,2004 6. Commodities to be carried. Lessee will use the Cars in unit train high mileage service for carrying only coal. 7. Lessee Maintenance Items. Notwithstanding anything to the contrary contained herein, Lessee shall, at its expense, repair damage to any of the Cars, normal wear and tear excepted. 8. Remarking Responsibility. Not applicable. Cars will bear CEFX marks. 9. Delivery Location. BNSF or UP point between PRB and KCMO. 10. Rent Lessee shall pay Lessor a fixed rent of $310.00 per Car per month, payable in advance. Rent payable for any period which is less than a full month shall be prorated. Rent shall commence upon arrival of the last Car to the Delivery Location ("Rent Commencement Date"). (b) Additional Mileage Rental. In the event any Car travels more than 100,000 miles in any calendar year, Lessee shall pay Lessor $0.025 per mile for each mile over 100,000 miles traveled by such Car. Any Cars covered by this Lease during only a portion of the calendar year shall be measured on a prorated basis for the calculation of amounts due Lessor. 11. Settlement Value. The amount payable to the owner of a Car under Interchange Rule 107. 12. Return Provisions. Upon the expiration of this Agreement, Lessee shall return the Cars to a mutually agreed upon location on the UP or BNSF railroads between the PRB and KCMO. Cars will be returned empty and free of product in or on the Cars and in interchange condition per the then current AAR and FRA regulations. 13. Lessee Notice. Kansas City Power And Light Company 1201 Walnut Street P.O. Box 418679 Kansas City, MO 64141-9679 Attention: Charles Buckley Telecopier No.: (816) 556-2047 Telephone No.: (816) 556-2889 14. Special Conditions. a) AAR Circular OT-5. Whenever approval of the originating line haul carrier is required in order that Cars may be placed in service pursuant to the AAR Circular OT-5 and any revisions or successors thereto, Lessee shall obtain such approval, and this Agreement shall continue in full force and effect notwithstanding any withdrawal or modifications of such approval or failure to obtain such approval b) Transportation Expense. Transportation Expense to the Delivery Location shall be for Lessor's account. Each party, pursuant to due corporate authority, has caused this Schedule No. 0l to be executed by its authorized officer or other employee, and each of the undersigned declares under penalty of perjury that he or she holds the title indicated below, that the execution of this Schedule No.01 was the free act of the corporation, the foregoing is true and correct and that this Schedule No.01 was executed on the date indicated below. THE CIT GROUP/EQUIPMENT FINANCING, INC. Lessor By:/s/Joseph Mankowich Title: Vice President Date: 22 May 01 KANSAS CITY POWER AND LIGHT COMPANY Lessee By:/s/Frank L. Branca Title: VP Date: May 2, 2001 Review By Counsel /s/William H. Koegel

AMENDMENT NO.1 TO SCHEDULE NO.01 TO MASTER RAILCAR LEASE BETWEEN THE CIT GROUP/EQUIPMENT FINANCING, INC. AND KANSAS CITY POWER AND LIGHT COMPANY This Amendment No. 1 ("Amendment"), dated as of April 25, 2002, modifies and amends Schedule No.01 made as of May 2, 2001 (as amended, modified or supplemented, "Schedule No. 01") to the Master Railcar Lease made as of May 2,2001 (as amended, modified or supplemented, the "Lease") between The CIT Group/Equipment Financing, Inc. ("Lessor") and Kansas City Power and Light Company ("Lessee") to correct, as of May 2,2001, an inaccuracy in the description of railcars leased under the Lease pursuant to Schedule No. 01. WHEREAS pursuant to the Lease and Schedule No.01 thereto, Lessee and Lessor confirm that Schedule No.01 covers 125 aluminum coal gondola railcars; WHEREAS Lessor and Lessee confirm that the car marks and numbers in Schedule No.01 are amended as herein provided. NOW THEREFORE in consideration of the foregoing, the mutual agreements, terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The car marks and numbers originally set forth in Schedule A to Schedule No.01 are hereby deleted and a revised Schedule A, attached hereto as Exhibit A ("Revised Schedule A"), shall be attached to Schedule No. 01. 2. This Amendment shall be effective on and as of May 2, 2001. 3. Except as expressly amended herein, the Lease and Schedule No.01 shall continue in full force and effect and all references in Schedule No.01 to Schedule A shall mean Revised Schedule A. 4. The terms of this Amendment and all rights and obligations hereunder shall be governed by the laws of the state of New York without regard to New York's choice of law doctrine. 5. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the day and year first written above. THE CIT GROUP/EQUIPMENT FINANCING, NC. By:/s/Stephen Z. Serepca Name: Stephen Z. Serepca Title: SR. VP KANSAS CITY POWER AND LIGHT COMPANY By:/s/F. L. Branca Name: Frank L. Branca Title: President, KCPL Power Review By Counsel /s/William H. Koegel

STATE OF NEW YORK ) )ss: COUNTY OF NEW YORK) On this 25th day of April, 2002, before me a Notary Public in and for said County and State, personally appeared Stephen Serepca SVP of The CIT Group/Equipment Financing, Inc., who acknowledged herself/himself to be a duly authorized officer of said corporation, and that, as such officer, being authorized to do so, s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal on the date above mentioned. /s/Barbara Garnder Notary Public BARBARA GARNER Notary Public, State of New York No. 01GA5065133 Qualified In Nassau County Certificate Filed in New York County Commission Expires Sept 3, 2002 STATE OF MISSOURI ) )ss: COUNTY OF JACKSON ) On this 25 day of April, 2002, before me, a Notary Public in and for said County and State, personally appeared Frank L. Branca, a President of Kansas City Power and Light Company, who acknowledged herself/himself to be a duly authorized officer of said corporation, and that, as such officer, being authorized to do so, s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal on the date above mentioned. /s/Darlene Burgoon Notary Public

Exhibit c-46





                MASTER LEASE AGREEMENT


              MASTER LEASE AGREEMENT ("Master Lease"),
dated as of June 18, 2001, between The Equipment
Funding Group, a Division of Provident Commercial
Group, Inc., an Ohio corporation having a principal
place of business and address for purposes of notice
hereunder at 1745 Shea Center Drive. Fourth Floor,
Highlands Ranch, Colorado 80129, hereinafter, together
with its successors and assigns, if any, as Lessor, and
Kansas City Power & Light Company, a Missouri
corporation having a principal place of business and
address for purposes of notice hereunder at 1201
Walnut, Kansas City, Missouri 64106-2124, Attention:
Treasurer, as Lessee.

        1.    MASTER LEASE. RENTAL SCHEDULES.

              This Master Lease sets forth the general
terms and conditions that govern the lease by Lessor to
Lessee of items of Equipment specified on rental
schedules ("Rental Schedules") and acceptance
certificates ("Acceptance Certificates") executed and
delivered by the parties from time to time. Each Rental
Schedule will reference this Master Lease and thereby
incorporate by reference this Master Lease (this Master
Lease and each Rental Schedule being together referred
to as the "Lease") and will specify the Basic Lease
Term, the amount of Basic Lease Term Rent, the Rent
Payment Dates on which such Rent is due, and such other
information and provisions as Lessor and Lessee may
agree. Each Rental Schedule constitutes a separate and
independent Lease. Only one executed Rental Schedule
will be marked as an original and be considered chattel
paper for purposes of Article 9 of the Uniform
Commercial Code. All other copies, whether executed,
will be considered copies and not chattel paper.  This
Master Lease will not be considered chattel paper.
Terms defined in a Rental Schedule and not otherwise
defined herein shall have the meanings ascribed to them
in such Rental Schedule. In the event of a conflict
between the terms of a Rental Schedule and this Master
Lease, the terms of the Rental Schedule shall govern.

              The obligation of Lessor to purchase
Equipment from a manufacturer or supplier thereof (the
"Supplier") and to lease the same to Lessee under any
Lease shall be subject to receipt by Lessor, prior to
the commencement of the Basic Lease Term ("Basic Lease
Term Commencement Date") (with respect to such
Equipment), of each of the following documents executed
by Lessee in form and substance satisfactory to Lessor:
(i) a Rental Schedule relating to the Equipment to be
leased thereunder, (ii) an Acceptance Certificate for
such Equipment. (iii) a Railcar Manufacturing Agreement
Assignment relating to the Equipment leased pursuant to
such Rental Schedule, unless Lessor shall have
delivered its purchase order for such Equipment
directly to Supplier, (iv) evidence of insurance which
compiles with the requirements of Section 7 hereof, (v)
a certificate of incumbency authorizing the individuals
executing such documents to do so on behalf of Lessee,
(vi) if the Equipment consists of over-the-road
vehicles, each original Certificate of Title reflecting
Lessor as owner, or a copy of the Manufacturer's
Statement of Origin evidencing the transfer of
ownership to the Lessor, (vii) an opinion of Lessee's
counsel, in substantially the form attached hereto as
Exhibit 1, (viii) financing statements for filing in
the jurisdictions where the principal business office
of the Lessee is located and such other documents,
including governmental filings, as Lessor may
reasonably request. Upon execution by Lessee of any
Rental Schedule and an Acceptance Certificate, the
Equipment described thereon shall be deemed to have
been delivered to, and irrevocably accepted by, Lessee
AS IS, WHERE IS and except as set forth in the related
Lease WITHOUT WARRANTY EXPRESSED OR IMPLIED for lease
under the Lease for such equipment.


        2.    BASIC LEASE TERM. LESSEE'S RIGHT TO QUIET
ENJOYMENT.

              Each Lease is for a non-cancelable Basic
Lease Term commencing on the date of acceptance of the
Equipment for lease and ending on the Lease Expiration
Date specified on such Rental Schedule. If any Basic
Lease Term is extended by written agreement of the
Lessor or by exercise of any option to extend contained
in such Rental Schedule, the Basic Lease Term shall be
deemed to refer to all extended terms, and all
provisions of this Master Lease shall apply during such
Basic Lease Term, as extended, except as may be
otherwise specifically provided in writing. Lessee
cannot, except as expressly set forth in this Master
Lease, terminate the Lease or suspend payment or
performance of any of its obligations thereunder.
Provided no Event of Default, as defined in Section 13
hereof, has occurred that is continuing under the
Lease, Lessee will have quiet possession and use of the
Equipment throughout the Basic Lease Term, and Lessor
shall defend and protect such quiet possession and use
against all persons claiming by, through or under
Lessor.

        3.    BASIC RENT. NET LEASE; LESSEE'S
INDEMNITIES. NO WARRANTIBS BY LESSOR.

              Rent is payable in the amount specified
on the Rental Schedule. All payments of Rent shall be
made to Lessor in good funds on or before the Payment
Dates specified in the Rental Schedule. Lessor will
exercise its best efforts to invoice Lessee thirty (30)
days prior to each Payment Date, but failure to provide
timely invoices will not relieve Lessee of its
obligation to pay Rent on the Payment Date. Rent is net
of, and Lessee agrees to pay, and will indemnify and
hold Lessor and any assignee of Lessor harmless, on an
after-tax basis, from and against, all costs
(including, without limitation, maintenance, repair and
insurance cost), claims (including, without limitation,
those claims of product liability, strict liability in
tort, patent infringement and to like), losses or
liabilities relating to the Equipment or its use that
are incurred by or asserted against Lessee, any
sublessee of Lessee or any person authorized by Lessee
to use and maintain the Equipment, Lessor or any
assignee of Lessor and arise out of matters occurring
prior to the return of the Equipment. Lessee's
obligation to indemnify Lessor and its assigns shall
include the obligation to hold Lessor and its assigns
harmless from all legal fees and expenses.  Lessee
shall be entitled to control the defense of all costs
and claims indemnified so long as no Event of Default
has occurred hereunder, and thereafter Lessor shall be
entitled to control such defense at Lessee's cost;
provided, however that Lessor shall have the right to
appear in such proceedings through separate counsel of
Lessor's choosing at Lessor's sole cost and expense of
such separate counsel.  Lessee's indemnities shall
survive termination of this Lease.

              Each Lease is an irrevocable, absolute,
net lease, and Lessee's obligations are not subject to
defense, counterclaim, set-off, diminution, abatement
or recoupment, and Lessee waives all rights to
terminate or surrender the Lease for any reason except
as expressly set fort in this Master Lease, including,
without limitation, defect in the Equipment or non-
performance by Lessor; provided, however, that Lessee
specifically retains the right to seek recourse against
Lessor by way of separate action either at law or in
equity in the event of breach or non-performance by
Lessor under the Lease.  LESSEE ACKNOWLEDGES THAT IT
HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM
LESSOR AND HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT
AND TEST THE EQUIPMENT. THE EQUIPMENT IS BEING LEASED
TO THE LESSEE BY THE LESSOR AS IS, WHERE IS. LESSOR
DOES NOT MAKE, HAS NOT MADE, SHALL NOT BE DEEMED TO
MAKE OR HAVE MADE, AND EXPRESSLY DISCLAIMS TO LESSEE
ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT
LEASED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN,
COMPLIANCE WITH ANY LAW, RULE, SPECIFICATION, OR
CONTRACT PERTAINING THERETO, QUALITY OF MATERIALS OR
WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE.
USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR
COPYRIGHT INFRINGEMENT, OR TITLE, IT BEING AGREED THAT
ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE
BORNE BY LESSEE. Lessor hereby assigns to Lessee for
the Basic Lease Term any assignable manufacturer or
vendor warranties with respect to the Equipment and
will cooperate with Lessee, at Lessee's expense, in
asserting any claims under such warranties.

              Lessee acknowledges that each Lease shall
be entered into on the basis that Lessor shall be
entitled for federal and state income tax purposes (i)
to claim the deductions for depreciation on the total
original cost of the Equipment, except as specified in
the Rental Schedule, as new equipment first placed in
service on the date of the Acceptance Certificate,
pursuant to the Modified Accelerated Cost Recovery
System (MACRS) under Section 168 of the Internal
Revenue Code of 1986. as amended ("Code" ) or any other
depreciation method which may be permitted under the
Code and for state income tax purposes, any other
depreciation deduction method that is permitted by
applicable state law; and (ii) to claim under Section
163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's
method of tax accounting on any indebtedness secured by
the Equipment (hereinafter referred to collectively as
the "Tax Benefits"). If Lessor shall lose or shall not
have the right to claim, or if there shall be
disallowed or recaptured, any or all of such Tax
Benefits as a result of any act, omission,
misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee
to use or maintain the Equipment, which is directly or
indirectly causative of the loss of such Tax Benefits,
Lessee shall pay to Lessor as additional Rent (a) an
amount equal to the value, determined at the Lessor's
highest marginal tax rate for the applicable
jurisdiction(s), on a present value basis discounted at
the Lessor's then current cost of funds, of the Tax
Benefits so disallowed or made unavailable plus (b) all
interest, penalties, or additions to tax resulting from
such loss, disallowance, unavailability or recapture of
any of the foregoing plus (c) all taxes required to by
paid by the Lessor or its assigns under any federal,
state and local law upon receipt of any of the
foregoing amounts. If Lessor shall lose or shall not
have the right to claim, or if there shall be
disallowed or recaptured, any or all of such Tax
Benefits because of a change in applicable law, which
is directly causative of the loss of such Tax Benefits.
Lessee shall, at its sole discretion, either (i)
terminate the Lease upon payment to Lessor of the
Casualty Value of the Equipment and all other amounts
due hereunder, or (ii) pay to Lessor as additional rent
(a) an amount equal to the value, determined at the
Lessor's highest marginal tax rate, for the applicable
jurisdiction(s), on a present value basis discounted at
the Lessor's then current cost of funds, of the Tax
Benefits so disallowed or made unavailable, plus (b)
all taxes required to be paid by the Lessor or its
assigns under any federal, state or local law upon
receipt of any of the foregoing amounts. Lessor shall
make available to Lessee copies of Lessor's
calculations to determine the amount of the additional
rent attributable to Tax Benefits that are so
disallowed or made unavailable and indemnity payments
provided for in this Section 3 and Section 6. Lessee
shall not be required to make payment of additional
rent as provided in this paragraph with regard to any
Equipment after the date upon which Lessor has been
paid its Casualty Value as required under Sections 5
and 13 of this Master Lease.


         4. USE AND LOCATION OF EQUIPMENT. MAINTENANCE
AND REPAIRS. NO LIENS:  NO ASSIGNMENT BY LESSEE.
SUBLEASE OF EQUIPMENT.

              The Equipment is to be used exclusively
by Lessee in the conduct of its business, only for the
purposes for which it was designed and in compliance
with all applicable laws, rules and regulations,
manufacturers' or vendors' warranties and applicable
policies of insurance. Lessee will, at Lessee's sole
expense, obtain and maintain all necessary licenses,
permits and approvals. The Equipment shall remain
exclusively within the boundaries of the United States
(exclusive of Alaska and Hawaii) and Lessee agrees not
to make, suffer or allow any transfer or assignment of
this Lease, or of the Equipment to service outside the
continental United States, by operation of law or
otherwise, without Lessor's prior written consent.

              Lessee will, at Lessee's sole expense,
effect all maintenance, service and repairs necessary
to maintain the Equipment in accordance with (i) the
Interchange Rules or similar successor guidelines of
the American Association Railroad ("AAR") (the
"Interchange Rules"); (ii) regulations of the Federal
Railway Administration ("FRA"); and (iii) at least
equal to the maintenance standards which Lessee applies
to similar equipment owned or leased by Lessee, without
discriminating in any way between equipment of similar
type that is owned or leased by Lessee, but not less
than the maintenance standards, as applied and changed
from time to time, as attached to the applicable Rental
Schedule.  Lessor and Lessee agree that such
maintenance standards are subject to change from to
time during the term of the Lease provided such changes
do not have a significant adverse effect on the value.
utility or useful life of the Equipment based upon its
condition upon its return to Lessor hereunder. Such
repairs shall (a) comply with all requirements of law
applicable to the maintenance and condition of the
Equipment, (b) maintain the Equipment in good operating
condition commercially suitable for carrying the
commodities for which such Equipment was designed; and
(c) will not violate any applicable manufacturers' or
vendors' warranties. All additions and replacements to
or attached to the Equipment shall immediately become
the property of Lessor and shall be deemed incorporated
in the Equipment and subject to the terms of the Lease
as if originally leased thereunder. Lessee will keep
the Equipment and its interest therein free and clear
of all liens and encumbrances other than those created
by Lessor or arising out of claims against Lessor and
not related to the lease of the Equipment to Lessee.
Lessee will defend, at its own expense, Lessor's title
to the Equipment from all such liens and encumbrances.
If a tax or other lien shall attach to any item of
Equipment, Lessee will provide written notification to
Lessor within ten (10) days after any such attachment
stating the full particulars thereof and the location
of such Equipment on the date of such notification.

              THE LESSEE MAY NOT, EXCEPT TO ANY WHOLLY-
OWNED SUBSIDIARY OR AFFILIATE OF LESSEE, ASSIGN OR IN
ANY WAY TRANSFER OR DISPOSE OF ALL OR ANY PART OF ITS
RIGHTS OR OBLIGATIONS UNDER THE LEASE OR ENTER INTO ANY
SUBLEASE, WITH A TERM OF MORE THAN SIX (6) MONTHS, OF
ALL OR ANY PART OF THE LEASE WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD. IF, WHEN REQUIRED, CONSENT TO A
TRANSFER OR AN ASSIGNMENT IS MADE BY LESSOR, OR IF AN
ASSIGNMENT OR TRANSFER IS MADE TO A WHOLLY-OWNED
SUBSIDIARY OR AFFILIATE OF LESSEE, WHICH HAS
INDEPENDENT CREDITWORTHINESS SUBSTANTIALLY EQUAL TO OR
GREATER THAN THAT OF LESSEE AT THE TIME OF SUCH
ASSIGNMENT OR TRANSFER AND SUCH TRANSFEREE EXECUTES AN
AGREEMENT TO BE BOUND BY AND ASSUMES ALL OF THE TERMS
AND OBLIGATIONS OF LESSEE UNDER THE LEASE, SUCH
TRANSFER OR ASSIGNMENT SHALL ACT AS A NOVATION, AND
LESSEE SHALL HAVE NO FURTHER RIGHTS AGAINST OR
OBLIGATIONS TO LESSOR OTHER THAN THE RIGHTS AND
OBLIGATIONS WHICH HAD ACCRUED PRIOR TO SUCH TRANSFER OR
ASSIGNMENT PROVIDED LESSEE SHALL NOT INTENTIONALLY
AUTHORIZE OR PERFORM ANY ACT OR OMISSION WHICH REDUCES
THE CREDITWORTHINESS OF ANY SUBSIDIARY OR AFFILIATE
SUBSEQUENT TO SUCH TRANSFER OR ASSIGNMENT. Lessor may
under all circumstances withhold consent to, but such
withholding of consent shall not be limited to, the
following (i) any sublease the term of which exceeds
the Basic Lease Term; (ii) any sublease or assignment
made to a tax-exempt entity or governmental agency;
(iii) any sublease or assignment which is not
specifically made subject to the prior rights of Lessor
and its assignees under the Lease; and (iv) any
sublease which creates an obligation on the part of
Lessor in favor of such sublessee or relieves Lessee of
any of its obligations under the Lease including,
without limitation, Lessee's obligations with respect
to (a) the payment of Rent and other sums due or to
become due, (b) use and maintenance of the Equipment
and (c) provisions for the return of the Equipment at
the expiration of the Basic Lease Term.  Any reasonable
cost incurred by Lessor in connection with entering
into such sublease or assignment shall be payable by
Lessee immediately upon notice to Lessee from Lessor.

        5.    LOSS, DAMAGE OR DESTRUCTION OF EQUIPMENT.
AMENDMENT. MODIFICATION. ATTACHMENT TO THE EQUIPMENT.

              Lessee will bear all risk of direct and
consequential loss and damage with respect to the
Equipment during the Basic Lease Term and until the
Equipment is returned to Lessor. Lessee will notify
Lessor promptly in writing upon receipt of knowledge
that any item of Equipment is lost, stolen,
requisitioned by a governmental authority or damaged
beyond repair (each, a "Casualty"), describing the
Casualty in reasonable detail, and will file a claim
under appropriate policies of insurance promptly upon
receipt of knowledge of such Casualty. Lessee will pay
to Lessor on the next Payment Date following the
Casualty, in addition to Rent and other sums due on
that date, an amount equal to the Casualty Value
thereof specified on the Rental Schedule. The Lease,
solely as it relates to the Equipment suffering the
Casualty, will terminate and ownership of the Equipment
suffering the Casualty, including all claims for
insurance proceeds or condemnation awards, will pass to
Lessee upon receipt of such payment by Lessor. In the
event of loss or damage to any item of Equipment which
does not constitute a Casualty, Lessee shall promptly,
at its sole cost and expense, repair and restore such
Equipment to the condition required by this Lease.

              Except as provided in this Section upon
payment of Casualty Value, no loss or damage to the
Equipment or any part thereof shall release or impair
any obligations of Lessee under this Lease, which shall
continue in full force and effect and shall be absolute
during the Basic Lease Term.

              At its sole option, Lessee may make any
alteration, modification or attachment to the Equipment
deemed appropriate by Lessee, provided that such
alteration, modification or attachment does not
decrease the Fair Market Value (as defined herein) of
the Equipment, reduce its useful life or cause such
Equipment to become limited use property, a fixture, or
real property or affect the insurability or impair any
manufacturer's warranty with respect to the Equipment.
All alterations, modifications and attachments of
whatsoever kind or nature made to any item of Equipment
that cannot be removed without damaging the functional
capability, economic value or insurability of the item
of Equipment or impairing any manufacturer's warranty
shall be deemed to be part of the Equipment.  Under no
circumstance shall any alteration, modification or
attachment be subjected by Lessee to any encumbrance
other than this Lease.


        6.    TAXES AND FEES.

              Lessee shall assume responsibility for
and pay, and agree to indemnify and hold Lessor
harmless from, the following (which shall be referred
to as "imposts" under this provision): (i) all taxes,
assessments, levies, fees and all other governmental
charges, general and special, ordinary and
extraordinary, foreseen and unforeseen, which are at
any time imposed or levied upon or assessed against (A)
the Equipment, (B) any Rent or other sum payable
hereunder, or (C) the Lease or the leasehold interest
created herein, or which arise in respect of the
acquisition, ownership, delivery; return, operation,
possession or use of the Equipment; (ii) all gross
receipts or similar taxes imposed or levied upon,
assessed against or measured by any Rent or other sum
payable hereunder; (iii) all sales, use or other taxes
at any time levied, assessed or payable on account of
the acquisition, shipment, registration, titling,
transportation, delivery, leasing, use or operation of
the Equipment, which Lessee represents it is exempt
from; and (iv) all penalties, interest, and reasonable
expenses of special tax counsel (including local
counsel and counsel's reasonable out-of-pocket
disbursements and costs), to Lessor with respect to any
of the foregoing. The Lessee shall not have
responsibility for the following, which are not
imposts: (i) any franchise, net worth, capital, estate
or inheritance tax and (ii) any Federal, State, local
or foreign net income taxes or any tax on gross
receipts or gross revenues which is in the nature of an
income tax. Lessee shall be entitled to control the
defense of imposts indemnified so long as no Event of
Default has occurred hereunder, and thereafter, Lessor
shall be entitled to control such defense at Lessee's
cost; provided, however, that Lessor shall have the
right to appear in such proceedings through separate
counsel of Lessor's choosing at Lessor's sole cost and
expense of such separate counsel.

              Lessee shall prepare and submit all
necessary filings to the applicable taxing authorities
whether the incidence of such imposts and/or its
related filing obligation shall be the legal
responsibility of Lessor or Lessee. For that purpose,
Lessor hereby appoints Lessee its agent and attorney-in-
fact to make filings and/or payments on behalf of
Lessor where the incidence thereof falls on Lessor.
Lessor agrees to cooperate fully with Lessee by
executing any documents prepared by Lessee for filing
(where the taxing authority will not accept Lessee's
appointment as agent for Lessor or accept payment or
filings by Lessee on behalf of Lessor) and by
forwarding promptly to Lessee any assessments, tax
bills or other correspondence received in connection
therewith. For situations in which the good faith
effort on the part of the Lessee fails to cause it to
be in compliance with the laws of a particular
jurisdiction, a request for assistance notice will be
made in writing to the Lessor to enable the Lessee to
timely fulfill its responsibilities under the Lease
without imposition of penalties or interest. Lessee
shall indemnify and hold harmless Lessor from any loss,
claim or damage arising out of tax filings made or
failed to be made by Lessee with respect to the
Equipment and the payment of any tax required in
connection therewith.

              Upon reasonable request, Lessee will
furnish to Lessor proof of payment of all imposts.  If
any impost may legally be paid in installments, Lessee
may pay same in installments: provided, any impost
assessed, levied or imposed during the Basic Lease Term
shall be paid in full by Lessee prior to the expiration
of the Basic Lease Term. The Lessee shall  not be
required to pay or discharge any claim or demand
referred to in this Section 6 so long as the validity
or the amount thereof shall be contested in good faith
and by appropriate legal proceedings in any reasonable
manner, as determined by Lessee and Lessor, which will
not result in the forfeiture, seizure, confiscation or
sale of the Equipment. Lessee shall comply with and
cause the Equipment to comply wit all legal
requirements applicable thereto or to the use thereof
and with all contracts (including insurance policies),
agreements and restrictions applicable thereto or to
the ownership or use thereof.

              In the event Lessee pays any personal
property, use or other tax payable by Lessee pursuant
to this Section 6 and any amount so paid is itself
deemed to be taxable income to Lessor because such tax
payments constitute additional rent payable to Lessor
hereunder without a comparable offsetting deduction,
Lessee shall reimburse Lessor on an after-tax basis for
any such tax liability. The indemnifications and
obligations of Lessee provided in this Section 6 shall
survive termination or expiration of this Lease.

         7.    INSURANCE.

              So long as Lessee maintains a debt
rating, as published in Standard and Poors or any
successor publication, at or above BBB-, Lessee may
self-insure for all liabilities, indemnities and
obligations under this Lease. Upon written request,
Lessee will provide to Lessor, its assigns or any
Lender, an acknowledgment of self-insurance reasonably
satisfactory to such requesting party. If Lessee's debt
rating, as published in Standard and Poors or any
successor publication, falls below BBB-, the Lessee may
no longer self-insure and the following provisions will
apply to insurance which must be maintained at Lessee's
cost during the remaining term of this Lease:

              (a) Insurance against the loss, theft,
damage, or destruction of the Equipment, in an amount
not less than the greater of the full replacement value
thereof or the Casualty Value payable to Lessor so long
as Lessee is obligated to pay the Casualty Value to
Lessor hereunder, and upon payment of the Casualty
Value to Lessor, to Lessee, and joint loss payees for
any damage to the Equipment which is not a Casualty
and, as requested by Lessor, with any Lessor's Lender
being named as the mortgagee under a "standard"
mortgagee clause; and,

               (b) Commercial general liability
insurance with respect to the use or operation of the
Equipment, in an amount at least equal to $10,000,000
with Lessor and the appropriate Lessor's Lender, if
any, being listed as additional insurers thereunder.

              All of such insurance will be with
companies having a rating of B+ or better with A.M.
Best and shall be in form and with coverages of the
type under which Lessee insures its own rail cars. It
is agreed that Lessee's current commercial general
liability insurer, Associated Electric & Gas Insurance
Services Limited is specifically designated as an
approved insurer by Lessor and Lessor's Lender.

              On or before the Basic Lease Term
Commencement Date, thereafter on or prior to each
renewal or replacement of the insurance required
hereby, and otherwise upon written request by Lessor or
any Lessor's Lender (but not more frequently than once
a year), Lessee will deliver to Lessor and the
requesting Lessor's Lender certificates by the carriers
issuing such insurance certifying as to the coverages
provided by such insurance and agreeing that such
insurance will not be terminated, canceled or
materially modified for any reason without giving
Lessor and the requesting Lessor's Lender at least
thirty (30) days' prior written notice. Upon the
request of Lessor or the requesting Lessor's Lender,
Lessee will provide it with a copy of the policies for
such insurance.

              From the net proceeds (if any) of the
insurance maintained by Lessee pursuant to Paragraph
(a) herein that are received by Lessor or any Lessor's
Lender with respect to an item of Equipment, Lessor or
Lessor's Lender (as is applicable) will reimburse
Lessee for its reasonable, documented, out-of-pocket
costs to repair or replace such item of Equipment
pursuant to Section 5, to the extent that such repairs
or replacements were necessitated by the occurrence of
the risk of loss for which such proceeds were paid;
provided, no such reimbursement will be payable if a
Casualty Value is paid or payable with respect to such
item of Equipment and such loss. Lessee may offset the
payment of the Casualty Value pursuant to Section 5
herein against the net proceeds received by Lessor or
Lessor's Lender under insurance maintained by Lessee
pursuant to Paragraph (a) insuring against the event
giving rise to the payment of the Casualty Value. Net
proceeds means the gross proceeds paid less all
reasonable costs of collection, including court costs
and attorney fees.

        8.    FINANCIAL STATEMENTS. INSPECTION.
REPORTS.

              Provided that Lessor has executed the
confidentiality agreement provided by Lessee, Lessee,
at the request of Lessor, shall within one-hundred and
twenty (120) days of the end of each fiscal year,
provide to Lessor copies of Lessee's annual audited
balance sheet, profit and loss statement and statement
of cash flows, and, if generally available to Lessee's
Lenders, quarterly unaudited balance sheet and profit
and loss statement, all prepared in accordance with
generally accepted accounting principles, consistently
applied. Provided however, that the financial
statements required to be furnished by Lessee pursuant
to this Section 8 shall be deemed furnished for such
purpose upon becoming publicly available on the
Securities and Exchange Commission's EDGAR web page.

         Lessor may from time to time. but in no event
more often than once per year (except during the last
twelve (12) months of the Basic Lease Term as
reasonably necessary to remarket the Equipment which
shall not interfere with Lessee's operations), upon
reasonable notice and during Lessee's normal business
hours, inspect the Equipment and Lessee's records with
respect thereto at Lessor's sole expense. Lessee will,
if requested, provide a report on the condition of the
Equipment, a record of its maintenance and repair, a
summary of all items suffering a Casualty, a
certificate of no default or such other information or
evidence of compliance with Lessee's obligations under
the Lease as Lessor may reasonably request.


        9. TITLE. AGREEMENT FOR LEASE ONLY.
IDENTIFICATION MARKS. FINANCING STATEMENTS. FURTHER
ASSURANCES.

              Title to the Equipment shall at all times
remain in Lessor, and Lessee shall acquire no
ownership, title, property, right, equity or interest
in the Equipment other than its leasehold interest
solely as Lessee subject to all the terms and
conditions hereof. Each Lease is intended to be a true
lease and not a lease in the nature of a security
agreement; each Lease is intended to be a lease as
described in Article 2A, Section 2A-103(7) of the
Uniform Commercial Code solely for the purposes of such
Article 2A of the Uniform Commercial Code. Lessee will,
if requested by Lessor, affix to the Equipment all
notices of Lessor's ownership of the Equipment
furnished to Lessee by Lessor. Lessee will promptly
execute and deliver, and Lessor may file, solely at the
expense of Lessee, Uniform Commercial Code financing
statements or other similar documents notifying the
public of Lessor's ownership of the Equipment. Lessee
agrees promptly to execute and deliver to Lessor such
further documents or other assurances, and to take such
further action, including obtaining landlord and
mortgagee waivers, as Lessor may from time to time
reasonably request.

        10.   LATE PAYMENT CHARGES. LESSOR'S RIGHT TO
PERFORM FOR LESSEE.

              A late payment charge equal to the lesser
of two percent (2%) per annum above the Prime Rate of
interest specified in The Wall Street Journal, or any
successor publication, adjusted for any change in such
Prime Rate or the maximum rate permitted by applicable
law will accrue on any unpaid sum due under this Lease
from its due date to the date of payment ("Late Payment
Charge"). If Lessee fails to duly and promptly pay or
perform any of its obligations hereunder. Lessor shall
have the right, but shall not be obligated, to pay or
perform such obligations for the account of Lessee
without thereby waiving any default and Lessee will pay
to Lessor, on demand and in addition to Rent. an amount
equal to all sums so paid or expenses so incurred, plus
a Late Payment Charge accruing from the date such sums
were paid or expenses incurred by Lessor.

         11. LESSEE'S OPTIONS UPON LEASE EXPIRATION.

              Lessee has the option at the expiration
of the Basic Lease Term, exercisable with respect to
all but not less than all items of Equipment leased
pursuant to a Rental Schedule. i) to return the
Equipment to Lessor, (ii) so long as no default exists
under the Lease, to renew the Lease at Fair Rental
Value for a renewal term the length of which shall be
determined by agreement of Lessee and Lessor, but which
will not be in excess of 75% of the useful life of the
Equipment or (iii) so long as no default exists under
the Lease, to purchase the Equipment on an "AS-IS",
"WHERE-IS" basis for cash at its then Fair Market Value
(plus all applicable sales taxes, if any). Lessee
agrees to provide Lessor written notice of its election
to purchase or return the Equipment or renew the Lease
not less tan one hundred eighty (180) days prior to the
Lease Expiration Date. If Lessee fails to give Lessor
written notice, the Basic Lease Term may, at Lessor's
option, be extended and continue until one hundred
eighty (180) days from the date Lessor receives written
notice of election to purchase or return the Equipment
or renew the Lease. If Lessee purchases the Equipment,
Lessor shall convey title to the Equipment (together
with manufacturer or vendor warranties, if any) to
Lessee, as is, where is and with all faults, without
recourse or warranty, excepting liens and encumbrances
created by Lessor. Fair Market Value and Fair Rental
Value shall mean an amount which would be obtained in
an arms length transaction between an informed and
willing buyer-user or lessee and an informed and
willing seller or lessor under no compulsion to sell or
lease provided, however, that in such determination:
(i) the Equipment shall be assumed to be in the
condition in which it is required to be maintained and
returned under the Lease; (ii) in the case of any
installed Equipment, that Equipment shall be valued on
an installed and fully operational basis; and (iii)
costs of removal from its current location shall not be
a deduction from such valuation Fair Market Value and
Fair Rental Value will be determined by agreement of
Lessor and Lessee. or if the parties cannot agree at
least ninety (90) days prior to the expiration of the
Basic Lease Term, the Fair Market Value and Fair Rental
Value shall be determined by an independent equipment
appraiser of nationally recognized standing,
experienced in evaluating equipment of the same type as
the Equipment, selected by Lessor and reasonably
acceptable to Lessee. Such appraiser shall be engaged
by Lessor and the cost of the appraisal shall be shared
equally by Lessor and Lessee.

              At the expiration of the Basic Lease
Term, unless Lessee has elected to purchase the
Equipment, Lessee shall promptly, at its own cost and
expense deliver possession of each item of Equipment to
Lessor at a location specified by Lessor, to a
destination enroute between Lessee's facilities and the
Powder River Basin in Wyoming, or at such other
mutually agreed to location. The location where each
such item of Equipment shall be returned shall be
specified in a written notice given by Lessor to Lessee
at least sixty (60) days prior to such redelivery
("Redelivery Location").  Any item of Equipment
delivered to the Redelivery Location shall be deemed to
be redelivered hereunder on the date on which the
Equipment shall have been delivered to the Redelivery
Location subject to Sections 11(a) and 11(b) hereof.
Provided that Lessee will pay the cost of storage of
the Equipment at the Redelivery Location for a period
of time equal to the greater of thirty (30) days or the
date upon which payment is made by the Lessee in
accordance with subparagraph 11(b) below.

               (a)  Lessee, shall return each item of
Equipment to Lessor (i) in condition complying with the
Interchange Rules, regulations of the FRA; and all
requirements of law applicable to the maintenance and
condition of the Equipment, (ii) in good operating
condition commercially suitable for carrying the
commodities for which such Equipment was designed, free
of AAR Interchange Rule 95 damage: (iii) in a condition
which does not violate any applicable manufacturers' or
vendors' warranties: (iv) free of debris with coal and
other commodity residue properly removed: and (v) free
of all Lessee's decals and markings and free of all
liens and encumbrances other than those created by
Lessor (hereinafter, together with any specific return
conditions set forth in the Rental Schedule, the
"Minimum Return Conditions").

              (b) Lessor may inspect any item of
Equipment which is delivered to it at the Redelivery
Location for up to fifteen (15) days after the
expiration of the Basic Lease Term. Lessor shall give
advance notice to Lessee of the inspection date and
time and promptly provide Lessee with a written report
of the results of Lessor's inspection. Lessee shall be
entitled to participate in any such inspection,
provided that Lessee shall not interfere with the
conduct of such inspection. Unless Lessee shall notify
Lessor within seven (7) days of receipt of the results
of Lessor's inspection of any item of Equipment then
Lessee shall be deemed to be in agreement with the
results of Lessor's inspection.  Lessee agrees to pay
Lessor within thirty (30) days of receipt of an invoice
for repairs for which Lessee is responsible.

              (c) Lessor may refuse to accept
redelivery of any item of Equipment that Lessor
reasonably suspects is contaminated with hazardous or
other corrosive material (excluding from the definition
of hazardous and corrosive materials for purposes of
this subparagraph (c) coal and coal dust). in which
event such item of Equipment shall remain subject to
Rent under this Lease until Lessee shall (i) deliver
evidence reasonably satisfactory to Lessor that such
item of Equipment is not contaminated (in which event
any Rent charged from the date of Lessor's refusal to
accept redelivery shall be credited back to Lessee), or
(ii) take such action as may be reasonably necessary to
decontaminate such item of Equipment and redeliver such
item of Equipment to Lessor, or (iii) elect to treat
such item of Equipment as a casualtied item of
Equipment, in which event Lessee shall pay Lessor the
Casualty Loss Value of such item of Equipment and take
title to such item of Equipment.

         If the Equipment does not conform to the
Minimum Return Conditions, Lessor will promptly notify
Lessee of such determination specifying the repairs or
refurbishments needed to place the Equipment in the
Minimum Return Conditions. Lessor may, at its option,
either require Lessee to effect such repairs or itself
effect such repairs. In either case, all reasonable
costs associated with any repairs and inspections will
be paid by Lessee. Until Lessee has returned the
Equipment in full compliance with the requirements of
this Section 11, the Lease shall continue in full force
and effect and Lessee shall continue to pay Rent
notwithstanding any expiration or termination of the
Basic Lease Term through and including the date on
which the Equipment is accepted for return by Lessor as
conforming with the Minimum Return Conditions.

         12. LESSEE'S REPRESENTATIONS AND WARRANTIES

              Lessee represents, warrants and certifies
as of the date of execution and delivery of this Master
Lease and each Rental Schedule as follows:

              (a)   Lessee is a duly organized, validly
existing Missouri Corporation with full power to enter
into and to pay and perform its obligations under the
Rental Schedule and this Master Lease as incorporated
therein by reference, and is duly qualified in all
other jurisdictions where its failure to so qualify
would adversely affect the conduct of its business or
the performance of its obligations under or the
enforceability of the Lease;

              (b)   the Rental Schedule, this Master
Lease and all related documents have been duly
authorized, executed and delivered by Lessee, are
valid, legal and binding obligations of Lessee, are
enforceable against Lessee in accordance with their
terms and do not and will not contravene any provisions
of or constitute a default under Lessee's
organizational documents, any agreement to which it is
a party or by which it or its property is bound, or any
law, regulation or order of any governmental authority;

              (c)   Lessor's right, title and interest
in and to the Rental Schedule, this Master Lease and
the Equipment and the rentals therefrom will vest in
Lessor upon Lessee's acceptance of the Equipment for
lease hereunder and will not be affected or impaired by
the terms of any agreement or instrument by which
Lessee or its property is bound;

              (d) no approval of, or filing with, any
governmental authority or other person is required in
connection with Lessee's entering into, or the payment
or performance of its obligations under, the Lease;

              (e) other than as disclosed in Lessee's
most recent 10K and lOQ, there are no suits or
proceedings pending or, to the knowledge of Lessee,
threatened, before any court or governmental agency
against or affecting Lessee which, if decided adversely
to Lessee, would materially adversely affect Lessee's
business or financial condition or its ability to
perform any of its obligations under the Lease;

              (f) there has been no material adverse
change to Lessee's financial condition since the date
of its most recent audited financial statements
delivered to Lessor;

              (g)   the address stated in the preamble
to this Master Lease as Lessee's principal place of
business is the principal place of business and chief
executive office of Lessee; Lessee does not conduct
business under a trade, assumed or fictitious name;
Lessee will not change its name or the location of its
principal place of business without giving to Lessor at
least thirty (30) days prior written notice thereof;
and

              (h) the Equipment will always be used for
business or commercial and not personal purposes.

              Lessee's representations and warranties
shall survive termination or expiration of the Lease.

        13.   EVENTS OF DEFAULT. LESSOR'S REMEDIES ON
DEFAULT.

              Each of the following events constitutes
an Event of Default hereunder:

              (a)   Lessee's failure to make any
payment of Rent when due under the Lease continuing for
a period of ten (10) days and any failure to make any
payment of any other amount when due under the Lease
continuing for a period of ten (10) days after receipt
of written notice of non payment;

              (b) Lessee's failure to observe or
perform any of its obligations contained in Section 7
hereof continuing for a period of ten (10) days after
receipt of written notice of such failure;

              (c)   any material representation or
warranty made by Lessee in the Lease or in any document
or certificate furnished in connection herewith shall
at any time prove to have been incorrect when made;

              (d)   any attempt by Lessee, without
Lessor's prior written consent, as required pursuant to
Section 4 hereof, to assign the Lease, to make any
unauthorized sublease of the Equipment, move the
Equipment outside the continental United States, or to
transfer possession of the Equipment;

              (e)   Lessee or, if Lessee's obligations
are guaranteed by any other party, any Guarantor (A)
ceases doing business as a going concern; (B) makes an
assignment for the benefit of creditors or admits in
writing its inability to pay its debts as they mature
or generally fails to pay its debts as they become due;
(C) initiates any voluntary bankruptcy or insolvency
proceeding; (D) fails to obtain the discharge of any
bankruptcy or insolvency proceeding initiated against
it by others within thirty (30) days of the date such
proceedings were initiated; (E) requests or consents to
the appointment of a trustee, custodian or receiver or
other officer with similar powers for itself or a
substantial part of its property; or (F) a trustee,
custodian or receiver or other officer with similar
powers is appointed for itself or for a substantial
part of its property;

               (f)   Lessee shall not return the
Equipment or shall not return the Equipment in the
required condition at the expiration of the Lease or
any extension or renewal thereof; or

               (g)   Lessee voluntarily or
involuntarily permits the Equipment to become subject
to a lien other than a lien created by Lessor or
arising out of claims against Lessor and not related to
the lease of the Equipment to Lessee; (i) unless Lessee
is diligently contesting in good faith by appropriate
proceedings such lien, which proceedings do not include
any material danger of the sale, or forfeiture, loss or
diminution in value of the Equipment and (ii) such
liens are removed prior to the Lease Expiration Date.

              (h) Except for transfers to/or mergers
with Lessee's partners or affiliates, Lessee, without
Lessor's prior written consent, (i) sells or transfers,
singly or in a series of related transactions, all or
substantially all of its assets other than its rights
and obligations under the Lease, or (ii) is a non-
surviving party to a merger, consolidation or
reorganization, and (iii) Lessee's or the surviving
party in a merger, consolidation or reorganization's
debt rating, as published by Standard and Poors or any
successor publication, falls below BBB- as a result of
any of the foregoing transactions; or

              (i) Lessee's failure to observe or
perform any other material covenant, condition or
agreement to be observed or performed by Lessee under
the Lease, continuing for more than thirty (30) days
after written notice thereof.

              Upon the occurrence of an Event of
Default, if such Event of Default is not cured within
any cure period specified herein, or if a petition in
bankruptcy or for reorganization or similar proceeding
is filed by or against Lessee (and, in the case of an
involuntary filing, such petition is not dismissed
within thirty (30) days of filing), then Lessor may
exercise any one or more of the following remedies and
any additional rights and remedies permitted by law
(none of which shall be exclusive) and shall be
entitled to recover all its costs and expenses
including attorneys' fees in enforcing its rights and
remedies:

               (a)  Terminate this Lease and recover
damages: and/or

               (b)  Proceed by any lawful means to
enforce performance by Lessee of this Lease; and/or

              (c) By notice in writing to Lessee,
terminate Lessee's right to possession and use of the
Equipment, whereupon all right and interest of Lessee
in such Equipment shall terminate; thereupon Lessee
shall at its expense promptly return such Equipment to
Lessor at such place as Lessor shall designate and in
the condition required as provided in Section 11 of the
Master Lease; or if Lessee does not so promptly return
the Equipment on demand, Lessor may enter upon any
premises where the Equipment may be located and take
possession of such Equipment free from any right of
Lessee; and/or

              (d)   Proceed to recover from Lessee any
and all amounts which under the terms of this Lease may
be then due or which may have accrued prior to the date
of termination and also to recover forthwith from
Lessee (i) as representing actual loss incurred by
Lessor, damages for loss of the bargain and not as a
penalty, a sum, with respect to each item of Equipment
which represents the then present value of all Rent for
such Equipment which would otherwise have accrued
hereunder from the date of such termination to the end
of the Basic Lease Term of this Lease as to such
Equipment, such present value basis to be discounted at
the Lessor's then current cost of funds, from the
respective dates upon which Rents would have been
payable hereunder had this Lease not been terminated,
and (ii) any damages and expenses, in additions thereto
which Lessor shall have sustained by reason of breach
of any covenant or covenants of this Lease.

               (e)  Lease, sell or otherwise dispose of
the Equipment to such persons, at such price, rental or
other consideration and in for such period as Lessor
shall elect. Lessor shall apply the proceeds from such
leasing, sale or other disposition, less all costs and
expenses incurred in the recovery, repair, storage.
renting, sale or disposition of such  Equipment
(including costs and expenses in connection with any
bankruptcy proceeding involving Lessee and/or the
Equipment, including relief from stay motions, cash
collateral disputes. assumption/rejection motions and
disputes concerning any proposed disclosure statement
and plan proposed during any such bankruptcy
proceeding) toward the payment of Lessee's obligations
hereunder. Lessee shall remain liable for any
deficiency.

              Lessor's failure to exercise or delay in
exercising any right, power or remedy available to
Lessor shall not constitute a waiver or otherwise
affect or impair its rights to the future exercise of
any such right, power or remedy. Waiver of any Event of
Default shall not be a waiver of any other or
subsequent Events of Default.


         14. ASSIGNMENT BY LESSOR.

              Lessor may at any time and from time to
time sell, transfer or grant liens on the Equipment,
and assign, as collateral security or otherwise, its
rights in the Lease, in each case subject and
subordinate to Lessee's rights thereunder. Lessee
acknowledges that Lessor may assign the Lease to a
lender in connection with the financing of Lessor's
purchase of the Equipment and Lessee agrees, in the
event of such assignment, to execute and deliver an
acknowledgment letter confirming that Lessor's Lender
has (and may exercise either in its own name or in the
name of Lessor) all of the rights, privileges and
remedies, but none of the obligations, of Lessor under
the Lease; waiving for the benefit of the lender any
defense, counterclaim, set-off, abatement, reduction or
recoupment that Lessee may have against Lessor; and
agreeing to make all payments of Rent and other sums
due under the Lease to the lender or as it may direct,
confirming the status of the Lease and confirming such
other factual matters concerning the Lease as Lessor
may request. Lessee acknowledges that any such
transaction will not materially change its duty. Lessee
also agrees to deliver to lender or other assignee only
those documents required to be provided to Lessor under
this Master Lease, provided, however, that prior to the
delivery of any financial information, the lender or
assignee has executed a confidentiality agreement
provided by Lessee.

        15.   ARBITRATION.

              In the event that any dispute arises
under this Lease, including, without limitation, any
claim of default or breach of a covenant or
representation hereunder, either party in the case of a
dispute, or the claiming party in the case of a claim
of default or breach, shall submit the matter for
arbitration in Cincinnati, Ohio, by and pursuant to the
rules of the American Arbitration Association ("AAA").
The arbitrator who hears the case will be selected by
AAA and AAA shall be advised that the parties have
agreed in advance that any matter submitted to AAA for
resolution shall be heard in a reasonably expeditious
manner. The powers of the arbitrator shall expressly
include both the right to issue injunctive orders and
to order the payment of money damages. The resolution
of the matter by arbitration shall be binding upon the
parties and judgment upon the award of the arbitrator
may be entered in any court of competent jurisdiction.
Costs of arbitration and legal fees shall be awarded to
a prevailing party; provided, however, that the
arbitrator shall have the power to make a different
allocation of costs and legal fees whenever it is fair
or reasonable to do so as determined by the arbitrator.
Notwithstanding anything contained herein to the
contrary, this Section shall not be binding upon any
lender.

         16. MISCELLANEOUS.

              Lessor's or Lessee's failure at any time
to require strict performance by the other party of any
of the provisions or obligations hereof shall not waive
or diminish Lessor's or Lessees right thereafter to
demand strict compliance therewith. All notices
required hereunder shall be effective upon receipt in
writing delivered by hand or by other receipt-
acknowledged method of delivery at the address first
above written. Lessee will notify Lessor at least
thirty (30) days before changing its principal place of
business or chief executive office and will, at its
expense, promptly sign and deliver to Lessor such
documents and assurances (including financing
statements) and take such further action as Lessor may
reasonably request. Lessor shall not be required to
mitigate its damages or modify any rights or remedies
stated herein, notwithstanding any rights of Lessee
hereunder or under any law, state, rule, regulation or
order applicable to Lessor or Lessee. This Lease shall
be governed by and construed in accordance with the
laws of the state of Ohio as contracts to be fully
performed within the state of Ohio, without giving
effect to conflicts of law provisions. This Master
Lease and each Rental Schedule may be executed in,
multiple counterparts which when executed by the
parties thereto will be binding upon each of the
executing parties. Any provision of this Master Lease
or the Rental Schedule that is unenforceable in any
jurisdiction shall, as to such jurisdiction only, be
ineffective to the extent of such unenforceability
without invalidating or diminishing Lessor's rights
under the remaining provisions hereof. No term or
provision of this Master Lease or the Rental Schedule
may be amended, altered, modified, rescinded or waived
orally, but only by a separate instrument in writing
signed by a duly authorized officer of the party
against which enforcement of such amendment,
alteration, modification, rescission or waiver is
sought. This Master Lease, the Rental Schedule; and
each instrument, document, agreement and certificate
furnished in connection therewith collectively
constitute the complete and exclusive statement of the
terms of the agreement between Lessor and Lessee with
respect to the, leasing of the Equipment, and cancel
and supercede any and all oral or written prior
understandings with respect thereto.

         [The remainder of this page has been
intentionally left blank.]













         IN WITNESS WHEREOF, Lessor and Lessee have
caused this Master Lease to be executed and delivered
by their duly authorized representatives as of the date
first above written.

LESSOR:
THE EQUIPMENT FUNDING GROUP
A division of Provident Commercial Group, Inc.
By:
Title:
Date:


LESSEE:
KANSAS CITY POWER & LIGHT COMPANY
By:/s/F. L. Branca
Title: President - Power Division
Date: June 18, 2001

Reviewed By Counsel
/s/William H. Koegel

                                                 Exhibit E-1

         EMPLOYEE APPLIANCE & COMPUTER SALES PROGRAM

  Employee Electrical Appliance and Computer Sales Program

If you are in the market for a major electrical appliance or
computer, KCPL has a deal for you.  Once you have completed
six months of service, you can be reimbursed (up to program
limits) for those purchases and pay them off on our interest-
free payroll deduction plan.

Residential heating and cooling systems may also be
purchased through another special program


What is the purpose of this program?

     To assist employees with major electrical appliance and
computer  purchases by offering reimbursement and a
convenient payroll  deduction repayment process with zero
interest.

Who is eligible?

     All full-time and part-time active employees who work
more than 1,248 hours per year (24 hours per week) and
who have completed  six months of service are eligible to
participate.  Business   agents are also eligible.
Individuals in bankruptcy will not be allowed to
participate.

How can you participate?

     To participate, simply complete an Employee Electrical
Appliance and Computer Sales Program form after
purchasing any qualified  major electrical appliance or
computer.  Attach your original receipt and return both
to Gail Jones, 1201-14 or see Intranet  Access.

Where are forms located?

     Employee Electrical Appliance and Computer Sales
Program forms can be found on the Employee Information
Centers at each work  location.  If forms are not
available, call Abbie Muro at 556-2146  or Gail Jones at 556-
2496.  Forms are also available through the  Intranet under
the Human Resources web site.

Where to purchase merchandise?

     You have the flexibility of purchasing merchandise
anywhere.  KCPL does maintain a list of preferred
vendors who offer employee discounts, however you are not
required to use these vendors in order to participate in
the Employee Electrical Appliance and Computer Sales
Program.

When can preferred vendors be used?

     Preferred vendors can be used at any time.  You are
eligible for a  discount even if you do not utilize the
program.

Administration

     The Benefits Administration Department in Human
Resources administers the Employee Electrical Appliance
and Computer Sales  Program.  Contact Gail Jones for
assistance at 816-556-2496.  For Residential Heating &
Cooling, contact Deborah Philips at 816-556- 2398.

Intranet Access

     Preferred vendor list, payroll deadlines, sales
guidelines, qualified equipment lists and remaining loan
amounts are available on Human Resources' Intranet web
page: Divisional Webs/Human Resources/All About
You/Money/Loans.

When will i be reimbursed?

     Reimbursements for the amount of purchase will be
included on the employee's regular paycheck.  The
Employee Electrical Appliance and Computer Sales
Program form must be submitted to Benefits  Administration
on or before the 10th and 25th of each month in order to
be reimbursed for that specific pay period.

How long before a purchase becomes non-reimbursable?

     Receipts for purchases cannot be more than 30 days old.

What is the Maximum available for reimbursement?

     Employees with six months to 10 years of service have
maximums of $1,200 available for major electrical
appliance purchase and   $2,300 available for computer
purchases.  Employees with more than  10 years of service
have maximum of $2,500 available for major  electrical
appliance purchases and up to $3,000 available for
computer purchases.  The minimum amount which can be
submitted for  reimbursement is $200.

Are there additional charges?

     A 5% handling fee (up to $115 maximum) is added to the
purchase  price.  The total purchase price (including
handling fee) cannot  exceed the maximum amount available
for reimbursement.

What is the maximum payment period?

     The repayment period allowed is 36 months and the
minimum amount  is $25 a month.  You can request a
specific dollar amount to be  deducted, or a shorter length
of time as long as it stays within the parameters of
the program.

When will deductions begin?

     Payments will be deducted from the last paycheck of the
month, regardless of when the reimbursement is made.

How can balances be obtained?

     Employee balances can be obtained by calling Gail Jones
at 816-556-2496 or see Intranet Access.

What happens to the form and original sales receipt after it
is received by the Benefits Department?

     The Human Resources Coordinator checks the form to
ensure it has  been completed correctly, signed, dated and
that the original  receipt has been attached.  The form and
receipt are sent to the  Payroll Department for
reimbursement and record keeping.  Once the  purchase is
paid off, or if repairs are needed, the receipt will  be
returned to the employee.

What will happen if the employee leaves the company?

     If employment is terminated for any reason, KCPL will
deduct all or part of the remaining unpaid balance from
the final paycheck to the extent permitted by law.  In
the event there is a remaining balance it must be paid
in full within thirty 30 days following  the termination
date.

     Upon failure to meet any payment due date, any and all
reasonable costs, expenses and attorney fees incurred by
KCPL or its collection agency in seeking payment of the
unpaid balance will be the employee's responsibility.

                     Qualified Equipment

Appliances
     Camcorder
     Central Air Conditioner
     Compact Disc Player
     Dishwasher
     Disposal
     Dryer (Electric)
     Freezer
     Home Theater
     Humidifier
     Microwaves
     Ranges (Electric)
       (Range Hood if Purchased with Range)
     Refrigerator
     Stoves and Ovens (Electric)
     Television
     Trash Compactor
     Video Cassette Recorder (VCR)
     Washer

Computers
     Fax Machine
     Monitor
     Personal Computer
     Printer
     Scanner

Auxiliary Hardware/Software
     Cables and Cords
     CD-Rom
     Hard Drive
     Memory
     Modem
     Sound Board
     Sound Card
     Speakers
     Software


Delivery charges, set-up charges and extended warranties are
not reimbursable under this plan.

                                                 Exhibit E-2

                    EMPLOYEE COMFORT PLUS
            (Heat Pump and A/C Financing Program)

As a Kansas City Power & Light employee, you are eligible to
receive

                   ZERO INTEREST FINANCING

for your new residential heat pump or central air condition
system!  Here are some highlights regarding Employee Comfort
Plus:

- -    Employees requesting financing must have completed six
     months of employment prior to the equipment's installation
- -    Financing approval must be received prior to your
     installation.
- -    Install a new heat pump and receive a rebate for up to
     $100 per ton!
- -    A five-percent transaction fee will be waived on any
     heat pump purchase with a SEER of 10 and above or a central
     air conditioning system with a SEER of 13 and above.
- -    Finance up to $5,000 for a new central air conditioner
     (depending on SEER).
- -    Finance up to $10,000 for a new heat pump (depending on
     SEER).
- -    If you are a KCPL customer, your new heat pump system
     may qualify your home for the reduced eight-month winter
     pricing!
- -    The amount financed is deducted monthly from your
     second paycheck.
- -    A certified dealer list is available to assist you in
     finding the perfect HVAC dealer for your heat pump or air
     conditioning needs.

Before installing a new heat pump or central air
conditioning system in your home, please contact Deborah
Phillips at 816-556-2398.  Ask her about Employee Comfort
Plus.

Exhibit F-9 Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION Line Classification Total Electric No. (a) (b) (c) 1 UTILITY PLANT 2 In Service 3 Plant in Service (Classified) 4,324,791,535 4,324,791,535 4 Property Under Capital Leases 2,460,096 2,460,096 5 Plant Purchased or Sold 6 Completed Construction not Classified 7 Experimental Plant Unclassified 8 TOTAL (3 thru 7) 4,327,251,631 4,327,251,631 9 Leased to Others 10 Held for Future Use 5,211,966 5,211,966 11 Construction Work in Progress 51,264,912 51,264,912 12 Acquisition Adjustments 13 TOTAL Utility Plant (8 thru 12) 4,383,728,509 4,383,728,509 14 Accum. Prov. for Depr., Amort., & Depl. 1,793,785,998 1,793,785,998 15 Net Utility Plant (13 less 14) 2,589,942,511 2,589,942,511 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION 17 In Service: 18 Depreciation 1,753,362,231 1,753,362,231 19 Amort. and Depl. of Producing Natural Gas Land and Land Rights 20 Amort. of Underground Storage Land and Land Rights 21 Amort. of Other Utility Plant 40,423,767 40,423,767 22 TOTAL in Service (18 thru 21) 1,793,785,998 1,793,785,998 23 Leased to Others 24 Depreciation 25 Amortization and Depletion 26 TOTAL Leased to Others (24 and 25) 27 Held for Future Use 28 Depreciation 29 Amortization 30 TOTAL Held for Future Use (28 and 29) 31 Abandonment of Leases (Natural Gas) 32 Amort. of Plant Acquisition Adjustment 33 TOTAL Accumulated Provisions (equals 14) (22, 26, 30, 31, 32) 1,793,785,998 1,793,785,998 FERC FORM NO. 1 (ED. 12-89) Page 200

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) 1. Report below the costs incurred for nuclear fuel materials in process of fabrication, on hand, in reactor, and in cooling; owned by the respondent. 2. If the nuclear fuel stock is obtained under leasing arrangements, attach a statement showing the amount of nuclear fuel leased, the quantity used and quantity on hand, and the costs incurred under such leasing arrangements. Changes Line Description of Item Balance During No. Beginning Year of Year Additions (a) (b) (c) 1 Nuclear Fuel in Process of Refinement, Conversion, Enrichment & Fabrication (120.1) 2 Fabrication 3 Nuclear Materials 19,440,776 4 Allowance for Funds Used during Construction 985 133,760 5 Other Overhead Construction Costs 67,092 327,681 6 SUBTOTAL (Enter Total of lines 2 thru 5) 68,077 7 Nuclear Fuel Materials and Assemblies 8 In Stock (120.2) 9 In Reactor (120.3) 49,812,895 10 SUBTOTAL (Enter Total of lines 8 and 9) 49,812,895 11 Spent Nuclear Fuel (120.4) 91,088,296 12 Nuclear Fuel Under Capital Leases (120.6) 13 (Less) Accum. Prov. for Amortization of Nuclear Fuel Assemblies (120.5) 110,013,527 14 TOTAL Nuclear Fuel Stock (Enter Total lines 6, 10, 11 and 12 less line 13) 30,955,741 15 Estimated Net Salvage Value of Nuclear Materials in line 9 16 Estimated Net Salvage Value of Nuclear Materials in line 11 17 Estimated Net Salvage Value of Nuclear Materials in Chemical Processing 18 Nuclear Materials Held for Sale (157) 19 Uranium 20 Plutonium 21 Other 22 TOTAL Nuclear Materials Held for Sale (Enter Total of lines 19, 20 and 21) FERC FORM NO. 1 (ED. 12-89) Page 202

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued) Changes During the Year Other Reductions Balance Line Amortization (Explain in a footnote) End of Year No. (d) (e) (f) 1 2 19,440,776 3 134,745 4 394,773 5 19,970,294 6 7 8 49,812,895 9 49,812,895 10 91,088,296 11 12 13 (17,087,310) 127,100,837 14 33,770,648 15 16 17 18 19 20 21 22 FERC FORM NO. 1 (ED. 12-89) Page 203

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) 1. Report below the original cost of electric plant in ser- vice according to the prescribed accounts. 2. In addition to Account 101, Electric Plant in Service (Classified), this page and the next include Account 102, Electric Plant Purchased or Sold; Account 103, Experimental Electric Plant Unclassified; and Account 106, Completed Construction Not Classified - Electric. 3. Include in column (c) or (d), as appropriate, corrections of additions and retirements for the current or preceding year. 4. Enclose in parentheses credit adjustments of plant accounts to indicate the negative effect of such accounts. 5. Classify Account 106 according to prescribed accounts, on an estimated basis if necessary, and include the entries in column (c) . Also to be included in column (c) are entries for reversals of tentative distributions of prior year reported in column (b). Likewise, if the respondent has a significant amount of plant retirements which have not been classified to primary accounts at the end of the year, include in column (d) a tentative distribution of such retirements, on an estimated basis, with appropriate contra entry to the account for accumulated depreciation provision. Include also in column (d) re- versals of tentative distributions of prior year of unclassified retirements. Show in a footnote the account distributions of these tentative classifications in columns (c) and (d), including the reversals of the prior years Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 72,186 3 (302) Franchises and Consents 22,937 4 (303) Miscellaneous Intangible Plant 72,948,750 8,339,720 5 TOTAL Intangible Plant (Enter Total of lines 2, 3, and 4) 73,043,873 8,339,720 6 2. PRODUCTION PLANT 7 A. Steam Production Plant 8 (310) Land and Land Rights 8,397,836 256,033 9 (311) Structures and Improvements 76,208,658 14,652,256 10 (312) Boiler Plant Equipment 512,654,843 285,118,156 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 147,079,376 43,687,824 13 (315) Accessory Electric Equipment 74,789,198 23,393,365 14 (316) Misc. Power Plant Equipment 19,104,493 3,913,831 15 TOTAL Steam Production Plant (Enter Total of lines 8 thru 14) 838,234,404 371,021,465 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 3,411,585 18 (321) Structures and Improvements 416,898,859 1,143,260 19 (322) Reactor Plant Equipment 541,126,963 915,938 20 (323) Turbogenerator Units 170,969,810 444,914 21 (324) Accessory Electric Equipment 138,113,528 281,092 22 (325) Misc. Power Plant Equipment 61,694,400 1,274,897 23 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 22) 1,332,215,145 4,060,101 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 26 (331) Structures and Improvements 27 (332) Reservoirs, Dams, and Waterways 28 (333) Water Wheels, Turbines, and Generators 29 (334) Accessory Electric Equipment 30 (335) Misc. Power Plant Equipment 31 (336) Roads, Railroads, and Bridges 32 TOTAL Hydraulic Production Plant (Enter Total of lines 25 thru 31) 33 D. Other Production Plant 34 (340) Land and Land Rights 136,550 35 (341) Structures and Improvements 898,894 36 (342) Fuel Holders, Products, and Accessories 1,159,002 4,508,008 37 (343) Prime Movers 38 (344) Generators 88,680,007 33,674,241 39 (345) Accessory Electric Equipment 5,137,094 3,318,812 FERC FORM NO. 1 (ED. 12-89) Page 204

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Accounts 101 and 106 will avoid serious omissions of the reported amount of respondent's plant actually in service at end of year. 6. Show in column (f) reclassifications or transfers within utility plant accounts. Include also in column (f) the additions or reductions of primary account classi- fications arising from distribution of amounts initially recorded in Account 102. In showing the clearance of Account 102, include in column (e) the amounts with respect to accumulated provision for depreciation, acquistion adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications. 7. For Account 399, state the nature and use of plant included in this account and if substantial in amount submit a supplementary statement showing subaccount classification of such plant conforming to the requirements of these pages. 8. For each amount comprising the reported balance and changes in Account 102, state the property purchased or sold, name of vendor or purchaser, and date of transaction. If proposed journal entries have been filed with the Commission as required by the Uniform System of Accounts, give also date of such filing. Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 1 72,186 (301) 2 22,937 (302) 3 75,795 81,212,675 (303) 4 75,795 81,307,798 5 6 7 1 8,653,870 (310) 8 817 909,586 91,769,683 (311) 9 878,416 (7,043,639) 789,850,944 (312) 10 (313) 11 1,109,104 3,960,038 193,618,134 (314) 12 7,209,799 2,010,392 92,983,156 (315) 13 66,204 156,655 23,108,775 (316) 14 9,264,340 (6,967) 1,199,984,562 15 16 3,411,585 (320) 17 (392,160) (1) 418,434,278 (321) 18 (18,236) 542,061,137 (322) 19 (259,212) 171,673,936 (323) 20 (1,257,698) 139,652,318 (324) 21 (1,091,567) (1) 64,060,863 (325) 22 (3,018,873) (2) 1,339,294,117 23 24 (330) 25 (331) 26 (332) 27 (333) 28 (334) 29 (335) 30 (336) 31 32 33 136,550 (340) 34 898,894 (341) 35 5,667,010 (342) 36 (343) 37 218,803 (85,175) 122,050,270 (344) 38 92,145 8,548,051 (345) 39 FERC FORM NO. 1 (ED. 12-89) Page 205

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 40 (346) Misc. Power Plant Equipment 41 TOTAL Other Prod. Plant (Enter Total of lines 34 thru 40) 95,112,653 42,399,955 42 TOTAL Prod. Plant (Enter Total of lines 15, 23, 32 and 41) 2,265,562,202 417,481,521 43 3. TRANSMISSION PLANT 44 (350) Land and Land Rights 21,268,393 694,899 45 (352) Structures and Improvements 3,160,763 413,400 46 (353) Station Equipment 69,775,748 8,703,575 47 (354) Towers and Fixtures 4,029,692 48 (355) Poles and Fixtures 70,516,991 2,401,972 49 (356) Overhead Conductors and Devices 58,193,641 659,258 50 (357) Underground Conduit 3,080,287 51 (358) Underground Condutors and Devices 2,822,719 52 (359) Roads and Trails 53 TOTAL Transmission Plant (Enter Total of lines 44 thru 52) 232,848,234 12,873,104 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 19,104,256 470,706 56 (361) Structures and Improvements 7,164,314 323,898 57 (362) Station Equipment 136,702,840 12,955,467 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 159,730,517 11,417,804 60 (365) Overhead Conductors and Devices 139,739,454 8,453,000 61 (366) Underground Conduit 95,491,435 4,180,368 62 (367) Underground Condutors and Devices 210,117,410 13,988,622 63 (368) Line Transformers 171,383,768 8,409,072 64 (369) Services 72,854,287 5,828,546 65 (370) Meters 64,593,890 1,533,461 66 (371) Installations on Customer Premises 7,549,893 655,456 67 (372) Leased Property on Customer Premises 68 (373) Street Lighting and Signal Systems 28,613,962 1,717,769 69 TOTAL Distribution Plant (Enter Total of lines 55 thru 68) 1,113,046,026 69,934,169 70 5. GENERAL PLANT 71 (389) Land and Land Rights 1,729,738 72 (390) Structures and Improvements 45,588,605 621,373 73 (391) Office Furniture and Equipment 9,599,743 824,220 74 (392) Transportation Equipment 534,374 75 (393) Stores Equipment 600,318 1,870 76 (394) Tools, Shop and Garage Equipment 2,645,487 80,656 77 (395) Laboratory Equipment 4,458,753 (438,357) 78 (396) Power Operated Equipment 604,334 79 (397) Communication Equipment 74,363,582 3,430,340 80 (398) Miscellaneous Equipment 256,113 10,670 81 SUBTOTAL(Enter Total of lines 71 thru 80) 140,381,047 4,530,772 82 (399) Other Tangible Property 83 TOTAL General Plant (Enter Total of lines 81 and 82) 140,381,047 4,530,772 84 TOTAL (Accounts 101 and 106) 3,824,881,382 513,159,286 85 (102) Electric Plant Purchased (See Instr. 8) 86 (Less) (102) Electric Plant Sold (See Instr. 8) 87 (103) Experimental Plant Unclassified 88 TOTAL Electric Plant in Service (Enter Total of Lines 84 thru 87) 3,824,881,382 513,159,286 FERC FORM NO. 1 (ED. 12-89) Page 206

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. (346) 40 218,803 6,970 137,300,775 41 6,464,270 1 2,676,579,454 42 43 21,320 21,941,972 (350) 44 3,574,163 (352) 45 50,524 67,750 78,496,549 (353) 46 4,029,692 (354) 47 553,780 (72,657) 72,292,526 (355) 48 277,816 (60,628) 58,514,455 (356) 49 3,080,287 (357) 50 (1) 2,822,718 (358) 51 (359) 52 903,440 (65,536) 244,752,362 53 54 12,016 70,583 19,633,529 (360) 55 63,007 137,611 7,562,816 (361) 56 1,405,220 1,034,331 149,287,418 (362) 57 (363) 58 487,426 1 170,660,896 (364) 59 521,827 1,303 147,671,930 (365) 60 109,565 99,562,238 (366) 61 277,911 (969,496) 222,858,625 (367) 62 247,558 179,545,282 (368) 63 7,700 78,675,133 (369) 64 259,231 (1) 65,868,119 (370) 65 10,808 452 8,194,993 (371) 66 (372) 67 113,948 (1,054) 30,216,729 (373) 68 3,516,217 273,730 1,179,737,708 69 70 1,729,738 (389) 71 17,874 1 46,192,105 (390) 72 1 10,423,964 (391) 73 27,124 507,250 (392) 74 602,188 (393) 75 2,726,143 (394) 76 4,020,396 (395) 77 27,393 576,941 (396) 78 2,424,595 (1) 75,369,326 (397) 79 620 (1) 266,162 (398) 80 2,497,606 142,414,213 81 (399) 82 2,497,606 142,414,213 83 13,457,328 208,195 4,324,791,535 84 (102) 85 86 (103) 87 13,457,328 208,195 4,324,791,535 88 FERC FORM NO. 1 (ED. 12-89) Page 207

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 ELECTRIC PLANT HELD FOR FUTURE USE (Account 105) 1. Report separately each property held for future use at end of the year having an original cost of $250,000 or more. Group other items of property held for future use. 2. For property having an original cost of $250,000 or more previously used in utility operations, now held for future use, give in column (a), in addition to other required information, the date that utility use of such property was discontinued, and the date the original cost was transferred to Account 105. Date Date Expected Description and Location Originally to be Line Of Property included Used in Balance at No. in this Utility End of Account Service Year (a) (b) (c) (d) 1 Land and Rights: 2 Easements for Iatan to Nashua 345 3 KV Line in Platte Co., Missouri 1992 (1) 92,089 4 5 Land for Hawthorn Ash Pond Expansion 6 in Jackson Co., Missouri 1996 (1) 3,280,131 7 8 Site of future Ash Pond at Iatan 9 Station in Platte Co. , Missouri 1998 (1) 502,529 10 11 Engineering costs for future 12 development of Iatan 2 1999 (1) 371,201 13 14 Engineering for future bridge project 15 over the Missouri river at Iatan 16 Station 2001 (1) 326,214 17 18 Other Property: 19 Property with original cost of less 20 than $250,000 21 (8 items) (1) 639,802 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 TOTAL 5,211,966 FERC FORM NO. 1 (ED. 12-89) Page 214

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year Uniform System of Accounts). of projects in process of construction (107). 3. Minor projects (5% of the Balance End of the 2. Show items relating to "research, development, and Year for Account 107 or $100,000, whichever is less) demonstration" projects last, under a caption Research, may be grouped. Development, and Demonstration (see Account 107 of the Construction Work Line Description of Project in Progress - Electric No. (Account 107) (a) (b) 1 Hawthorn Station - Unit 8 Combustion Turbine Late Charges 111,398 2 Hawthorn Station - Fuel Yard Replacement - Unit 5 11,175,513 3 Hawthorn Station - Facilities Upgrade 186,616 4 Hawthorn Station - Common Roof & Drain Replacement 407,304 5 Hawthorn Station - Unit 9 Gas Cross Tie 206,029 6 Hawthorn Station - Unit 5 Turbine Deck Enclosure 918,215 7 Hawthorn Station - Cathodic Protection 289,023 8 Hawthorn Station - Unit 5 Ash Landfill Design 468,413 9 LaCygne Station - Unit 1 On Line Carbon Ash Analyzer 105,406 10 LaCygne Station - Unit 1 Air Quality Control Tank Drain Pump Replacement 129,418 11 Iatan Station - High Pressure Feedwater Heater Replacement 889,652 12 Iatan Station - Demineralizer Control Replacement 120,376 13 Iatan Station - Unit 1 Digital Control System Addition 5,186,877 14 Iatan Station - Main Transformer Oil Cooling System Replacement 140,817 15 LaCygne Station - Unit 1 Induced Draft Fan Inlet Ductwork Replacement 726,094 16 Wolf Creek - Outage Portion on Condensate Demineralizer System Upgrade 273,783 17 Wolf Creek - Distributed Control System to Digital 176,885 18 Wolf Creek - Four 18" Valve Replacements - EGHV0015/16/53/54 132,094 19 Wolf Creek - NPIS Hardware/Software Upgrade 976,131 20 Wolf Creek - Training Facility at Post 21 1,592,728 21 Wolf Creek - Skills Training Center Mock-Ups 121,583 22 Wolf Creek - RCP Shaft Replacement 497,875 23 Wolf Creek - Miscellaneous Projects under $100,000 1,091,033 24 Montrose Station - Boiler Feed Pump Runner Assembly Replacement 147,855 25 345 KV Line #11 - Hawthorn to St. Joseph Line Panels 104,554 26 345 KV System Storm Dead-end Installation 286,745 27 Build New 161 KV Transmission Line - Hawthorn to Leeds 322,615 28 Build New 161 KV Transmission Line - Miami to Existing Lines 378,939 29 Install three Reactors - Guinotte Terminal Substation 121,865 30 Leeds Line Termination to Hawthorn Substation #96 148,932 31 Replacement of 161 KV Lightning Arresters at Transmission Substations 155,043 32 Replacement of Disconnect Switches at Transmission Substations 248,648 33 Reconductor 161 KV Transmission Line - Southtown to Bendix 249,296 34 Cut in 161 KV - Craig to Pflumm to Overland Park 373,258 35 Install third transformer 161 KV - 34 KV Ottawa Substation 778,447 36 161 KV Pole Replacement - Maywood to Weatherby 148,992 37 Build Miami Substation 754,167 38 Build New Circuit from Centennial Substation 117,097 39 Hawthorn Line Termination to Leeds Substation #61 194,608 40 Build New Chouteau Substation 1,384,812 41 Build New Circuit from Barry Substation 404,273 42 Install Switchgear and Three Circuits at Kenilworth Substation 266,793 43 TOTAL 51,264,912 FERC FORM NO. 1 (ED. 12-89) Page 216

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 CONSTRUCTION OVERHEADS-ELECTRIC 1. List in column (a) the kinds of overheads according to the titles used by the respondent. Charges for outside professional services for engineering fees and management or supervision fees capitalized should be shown as separate items. 2. On page 218 furnish information concerning construction overheads. 3. A respondent should not report "none" to this page if no overhead apportionments are made, but rather should explain on page 218 the accounting procedures employed and the amounts of engineering, supervision and administrative costs, etc., which are directly charged to construction. 4. Enter on this page engineering, supervision, administrative, and allowance for funds used during construction, etc., which are first assigned to a blanket work order and then prorated to construction jobs. Line Total Amount Charged No. Description of Overhead for the Year (a) (b) 1 2 Administrative and General Expense Capitalized 2,656,024 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL 2,656,024 FERC FORM NO. 1 (ED. 12-89) Page 217

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE 1. For each construction overhead explain: (a) the nature and extent of work, etc., the overhead charges are intended to cover, (b) the general procedure for determining the amount capitalized, (c) the method of distribution to con- struction jobs, (d) whether different rates are applied to different types of construction, (e) basis of differentiation in rates for different types of construction, and (f) whether the overhead is directly or indirectly assigned. 2. Show below the computation of allowance for funds used during construction rates, in accordance with the provisions of Electric Plant instructions 3 (17) of the U.S. of A. 3. Where a net-of-tax rate for borrowed funds is used, show the appropriate tax effect adjustment to the compu- tations below in a manner that clearly indicates the amount of reduction in the gross rate for tax effects. COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES For line 1(5), column (d) below, enter the rate granted in the last rate proceeding. If such is not available, use the average rate earned during the preceding three years. 1. Components of Formula (Derived from actual book balances and actual cost rates): Capitalization Cost Rate Line Title Amount Ratio (Percent) Percentage No. (a) (b) (c) (d) (1) Average Short-Term Debt & S 74,962,746 Computation of Allowance text (2) Short-Term Interest s 3.79 (3) Long-Term Debt D 1,310,607,919 63.78 d 5.83 (4) Preferred Stock P p (5) Common Equity C 744,382,998 36.22 c 12.50 (6) Total Capitalization 2,054,990,917 100.00 100% (7) Average Construction Work in Progress Balance W 203,518,422 2. Gross Rate for Borrowed Funds S D S s (---) + d (-------) (1 - ---) 3.78 W D+P+C W 3. Rate for Other Funds S P C 1.27 [1 - ---] [p (-------) + c (-------)] W D+P+C D+P+C 4. Weighted Average Rate Actually Used for the Year: a. Rate for Borrowed Funds - 4.89 b. Rate for Other Funds - 1.92 FERC FORM NO. 1 (ED. 12-89) Page 218

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Explain in a footnote any important adjustments during the year. 2. Explain in a footnote any difference between the amount for book cost of plant retired, line 11, column (c), and that reported for electric plant in service, pages 204-207, column (d), excluding retirements of non-depreciable property. 3. The provisions of Account 108 in the Uniform System of Accounts require that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, make preliminary closing entries to tentatively functionalize the book cost of the plant retired. In addition, include all costs included in retirement work in progress at year end in the appropriate functional classifications. 4. Show separately interest credits under a sinking fund or similar method of depreciation accounting. Section A. Balances and Changes During Year Line Item Total Electric Plant Electric Plant Held Electric Plant No. (c+d+e) in Service for Future Use Leased to Others (a) (b) (c) (d) (e) 1 Balance Beginning of Year 1,616,874,463 1,616,874,463 2 Depreciation Provisions for Year, Charged to 3 (403) Depreciation Expense 124,159,525 124,159,525 4 (413) Exp. of Elec. Plt. Leas. to Others 5 Transportation Expenses-Clearing 6 Other Clearing Accounts 33,612 33,612 7 Other Accounts (Specify): 8 9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8) 124,193,137 124,193,137 10 Net Charges for Plant Retired: 11 Book Cost of Plant Retired 13,367,935 13,367,935 12 Cost of Removal 1,601,489 1,601,489 13 Salvage (Credit) 4,024,153 4,024,153 14 TOTAL Net Chrgs. for Plant Ret. 10,945,271 10,945,271 (Enter Total of lines 11 thru 13) 15 Other Debit or Credit Items (Describe): (5,490) (5,490) 16 Other Changes for Retirement Work in Pro 23,245,392 23,245,392 17 Balance End of Year (Enter Total of lines 1, 9, 14, 15, and 16) 1,753,362,231 1,753,362,231 Section B. Balances at End of Year According to Functional Classifications 18 Steam Production 599,660,130 599,660,130 19 Nuclear Production 539,606,093 539,606,093 20 Hydraulic Production - Conventional 21 Hydraulic Production - Pumped Storage 22 Other Production 46,907,145 46,907,145 23 Transmission 108,515,401 108,515,401 24 Distribution 410,777,170 410,777,170 25 General 47,896,292 47,896,292 26 TOTAL (Enter Total of lines 18 thru 25) 1,753,362,231 1,753,362,231 FERC FORM NO. 1 (ED. 12-89) Page 219

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 NONUTILITY PROPERTY (Account 121) 1. Give a brief description and state the location of Nonutility property included in Account 121. 2. Designate with a double asterisk any property which is Leased to another company. State name of Lessee and whether Lessee is an associated company. 3. Furnish particulars ( details) concerning sales, purchases, or transfers of Nonutility Property during the Year. 4. List separately all property previously devoted to public service and give date of transfer to Account 121, Nonutility Property. 5. Minor Items (5% of the Balance at the End of the Year), for Account 121 or $100,000, whichever is Less) may be-grouped by (1) previously devoted to public service ( Line 44), or (2) Nonutility property (line 45). Line Description and Location Balance of Beginning Purchases, Sales, Balance at End No. of Year Transfers, etc. of Year (a) (b) (c) (d) 1 Never devoted to Public Service: 2 3 Vacant land, near 16th & Bellview, Kansas City, MO. 4 Originally purchased for Terrace Substation 180,838 180,838 5 6 Vacant Land, Northland Service Center, Baughamm & Barry 7 Road in Clay Co., MO to A/C 121 in 1992. 249,238 249,238 8 9 Vacant Land, Southland Service Center, 199th & Metcalf, 10 in Johnson Co., KS to A/C 121 in 1992. 649,225 649,225 11 12 Previously devoted to Public Service: 13 14 Former indoor substation, 3035 McGee, Kansas City, MO., 15 to A/C 121 in 1985. 3,000 3,000 16 17 Vacant land, former Gardner Sub. #37 Johnson Co., 18 Gardner, Kansas, to A/C 121 in 1987. 100,778 100,778 19 20 Parking lot, 1312-16 Baltimore, located North of 1330 21 Baltimore, Kansas City, MO., to A/C 121 in 1992. 383,550 383,550 22 23 Wyandotte Garage, 1319 Wyandotte, Kansas City, MO., 24 to A/C 121 in 1992. 48,544 48,544 25 26 Building, 121 West 14th, Kansas City, MO., to A/C 121 27 in 1992. 774,507 774,507 28 29 Parking Lot, 1414 Baltimore, Kansas City, MO., 30 to A/C 121 in 1992. 172,104 172,104 31 32 Parking Lot, 1411 Wyandotte, Kansas City, MO., 33 to A/C 121 in 1992. 119,284 119,284 34 35 Former Troost Office, 4125 Troost, Kansas City, MO., 36 to A/C 121 in 1995. 510,635 510,635 37 38 39 Non-Utility Property-KCPL Worry Free Program 18,221 18,221 40 Non-Utility Property-KCPL Meter Treater Program 1,453,188 298,877 1,752,065 41 42 Minor Items Previously Devoted to Public Service 43 ( 22 Items ) 208,241 208,241 44 Minor Item Previously Devoted to Public Service 45 Minor Items-Other Nonutility Property 210,577 210,577 46 TOTAL 5,081,930 298,877 5,380,807 FERC FORM NO. 1 (ED. 12-89) Page 221

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) 1. Report below investments in Accounts 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and List there under the information called for below. Sub-TOTAL by company and give a TOTAL in columns (e), (f), (g), and (h) (a) Investment in Securities-List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances which are subject to repayment, but which are not subject t current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The TOTAL in column (e) should equal the amount entered for Account 418.1. Line Description of Date Acquired Date of Amount of Investment No. Investment Maturity at Beginning of Year (a) (b) (c) (d) 1 WYMO Fuels Inc. 2 3 SHARES AMOUNT 4 795 795,000 09/13/76 5 100 100,000 02/10/77 6 1,100 1,100,000 06/01/77 7 1,220 1,200,000 07/21/77 8 100 100,000 01/24/78 9 1,700 1,700,000 05/31/78 10 300 300,000 05/08/78 11 130 130,000 02/14/79 12 2,400 2,400,000 06/01/79 13 200 200,000 11/09/79 14 400 400,000 12/31/79 15 366 366,000 02/20/80 16 1,550 1,550,000 05/22/80 17 25 25,000 06/20/80 18 200 200,000 08/12/80 19 100 100,000 11/04/80 20 210 210,000 11/17/80 21 150 150,000 02/28/81 22 1,925 1,925,000 06/01/81 23 275 275,000 09/01/81 24 200 200,000 12/01/81 25 175 175,000 02/10/82 26 1,800 1,800,000 05/25/82 27 125 125,000 10/04/82 28 75 75,000 02/17/83 29 100 100,000 08/03/83 30 50 50,000 12/21/83 31 50 50,000 06/20/84 32 25 25,000 02/01/85 33 25 25,000 10/02/85 34 25 25,000 01/27/86 35 35 35,000 01/14/87 36 37 15931 15,931,000 15,931,000 38 Proceeds from the sale of Subsidary 39 Unappropriated undistributed 40 loss since acquisition (WYMO) (15,127,519) 41 Subtotal 803,481 42 Total Cost of Account 123.1 $ 46,902,140 TOTAL 239,792,202 FERC FORM NO. 1 (ED. 12-89) Page 224

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) (Continued) 4. For any securities, notes, or accounts that were pledged designate such securities, notes, or accounts in a footnote, and state te name of pledgee and purposes of the pledge. 5. If Commission approval was required for any advance made or security acquired, designate such fact I a footnote and give name of Commission. 6. Report column (f) interest and dividend revenues from investments, including such revenues from securities disposed of during the year. 7. In column (h) report for each investment disposed of during the year, the gain or loss represented by the difference between cost of the investment ( or the other amount at which carried in the books of account if difference from cost) and the selling price thereof, not including interest adjustment includible in column ( f). 8. Report on Line 42, column (a) the TOTAL cost of Account 123.1 Equity in Revenues Amount of Gain or Loss from Subsidiary for Investment at from Investment Earnings of Year Year End of Year Disposes of Line (e) (f) (g) (h) No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 15,931,000 37 (1,117,992) 38 39 314,511 (14,813,008) 40 314,511 0.00 41 22,062,201 23,319,490 42 FERC FORM NO. 1 (ED. 12-89) Page 225

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) 1. Report below investments in Accounts 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and List there under the information called for below. Sub-TOTAL by company and give a TOTAL in columns (e), (f), (g), and (h) (a) Investment in Securities-List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances wich are subject to repayment, but which are not subject t current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The TOTAL in column (e) should equal the amount entered for Account 418.1. Line Description Date Date of Amount of No. of Investment Aquired Maturity Investment at the Beginning of Year (a) (b) (c) (d) 1 KLT, Inc. 2 3 SHARES AMOUNT 4 1,500 1,500,000 12/04/92 5 2,000 2,000,000 01/15/93 6 1,000 1,000,000 12/29/93 7 5,000 5,000,000 03/15/94 8 3,000 3,000,000 05/24/94 9 10,000 10,000,000 09/27/94 10 14,000 14,000,000 12/12/94 11 3,500 3,500,000 08/22/95 12 1,000 1,000,000 12/04/95 13 5,000 5,000,000 02/02/96 14 1,500 1,500,000 06/28/96 15 3,500 3,500,000 07/01/96 16 5,000 5,000,000 10/04/96 17 5,000 5,000,000 10/15/96 18 12,000 12,000,000 01/02/97 19 500 500,000 02/11/97 20 25,500 25,500,000 02/12/97 21 10,000 10,000,000 06/27/97 22 10,000 10,000,000 10/10/97 23 31,000 31,000,000 02/06/01 24 150,000 150,000,000 119,000,000 25 ----------- ------------------- 26 Equity Dividend to Parent 27 28 29 Income (loss) from subsidiaries 91,633,946 30 31 Subtotal 210,633,946 32 33 34 35 36 37 38 39 40 41 Total Cost of Account 123.1 $ 46,902,140 TOTAL 239,792,202 FERC FORM NO. 1 (ED. 12-89) Page 224.1

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) (Continued) 4. For any securities, notes, or accounts that were pledged designate such securities, notes, or accounts in a footnote, and state te name of pledgee and purposes of the pledge. 5. If Commission approval was required for any advance made or security acquired, designate such fact I a footnote and give name of Commission. 6. Report column (f) interest and dividend revenues from investments, including such revenues from securities disposed of during the year. 7. In column (h) report for each investment disposed of during the year, the gain or loss represented by the difference between cost of the investment ( or the other amount at which carried in the books of account if difference from cost) and the selling price thereof, not including interest adjustment includible in column ( f). 8. Report on Line 42, column (a) the TOTAL cost of Account 123.1 Equity in Revenues Amount of Gain or Loss Line Subsidiary for Year Investment at from Investment No. Earnings of Year End of Year Disposed of (e) (f) (g) (h) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 150,000,000 24 25 (269,331,887) 26 27 28 27,697,931 119,331,887 29 30 27,697,931 0.00 31 32 33 34 35 36 37 38 39 40 41 22,062,201 23,319,490 42 FERC FORM NO. 1 (ED. 12-89) Page 225.1

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) 1. Report below investments in Accounts 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and List there under the information called for below. Sub-TOTAL by company and give a TOTAL in columns (e), (f), (g), and (h) (a) Investment in Securities-List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances wich are subject to repayment, but which are not subject t current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The TOTAL in column (e) should equal the amount entered for Account 418.1. Line Description Date Date of Amount of No. of Investment Aquired Maturity Investment at the Beginning of Year (a) (b) (c) (d) 1 2 3 4 Home Service Solutions Inc. 5 6 SHARES AMOUNT 7 5,500,000 5,500,000 05/29/98 8 9,500,000 9,500,000 08/28/98 9 2,000,000 2,000,000 09/16/98 10 3,000,000 3,000,000 10/22/98 11 1,150,158 1,150,158 12/02/98 12 3,000,000 3,000,000 2/23/99 13 849,842 849,842 4/30/99 14 2,000,000 2,000,000 5/12/99 15 3,000,000 3,000,000 6/29/99 16 6,500,000 6,500,000 8/24/99 17 3,000,000 3,000,000 8/26/99 18 854,934 854,934 10/24/99 19 940,302 940,302 10/27/99 20 2,440,498 2,440,498 11/12/99 21 1,506,406 1,506,406 11/26/99 22 1,100,000 1,100,000 12/13/99 23 560,000 560,000 03/08/01 24 25 ----------- ----------- 26 46,902,140 46,902,140 46,342,140 27 28 Income (loss) from subsidiaries (17,987,365) 29 30 Subtotal 28,354,775 31 32 33 34 35 36 37 38 39 40 41 42 Total Cost of Account 123.1 $ 46,902,140 TOTAL 239,792,202 FERC FORM NO. 1 (ED. 12-89) Page 224.2

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) (Continued) 4. For any securities, notes, or accounts that were pledged designate such securities, notes, or accounts in a footnote, and state te name of pledgee and purposes of the pledge. 5. If Commission approval was required for any advance made or security acquired, designate such fact I a footnote and give name of Commission. 6. Report column (f) interest and dividend revenues from investments, including such revenues from securities disposed of during the year. 7. In column (h) report for each investment disposed of during the year, the gain or loss represented by the difference between cost of the investment ( or the other amount at which carried in the books of account if difference from cost) and the selling price thereof, not including interest adjustment includible in column ( f). 8. Report on Line 42, column (a) the TOTAL cost of Account 123.1 Equity in Revenues Amount of Gain or Loss Line Subsidiary for Year Investment at from Investment No. Earnings of Year End of Year Disposed of (e) (f) (g) (h) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 46,902,140 26 27 (5,595,285) (23,582,650) 28 29 (5,595,285) 23,319,490 30 31 32 33 34 35 36 37 38 39 40 41 22,062,201 23,319,490 42 FERC FORM NO. 1 (ED. 12-89) Page 225.2

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) 1. Report below investments in Accounts 123.1, investments in Subsidiary Companies. 2. Provide a subheading for each company and List there under the information called for below. Sub-TOTAL by company and give a TOTAL in columns (e), (f), (g), and (h) (a) Investment in Securities-List and describe each security owned. For bonds give also principal amount, date of issue, maturity and interest rate. (b) Investment Advances - Report separately the amounts of loans or investment advances wich are subject to repayment, but which are not subject t current settlement. With respect to each advance show whether the advance is a note or open account. List each note giving date of issuance, maturity date, and specifying whether note is a renewal. 3. Report separately the equity in undistributed subsidiary earnings since acquisition. The TOTAL in column (e) should equal the amount entered for Account 418.1. Line Description Date Date of Amount of No. of Investment Aquired Maturity Investment at the Beginning of Year (a) (b) (c) (d) 1 Great Plains Power Incorporated 2 3 SHARES AMOUNT 4 1.00 1,000,000 02/06/01 5 ------- --------- 6 1.00 1,000,000 7 8 Equity Dividend to Parent 9 10 Income (loss) from subsidiaries 11 12 Subtotal 13 14 15 Great Plains Energy Incorporated 16 17 SHARES AMOUNT 18 1.00 100.00 03/12/01 19 ------ ------ 20 1.00 100.00 21 22 23 Adjustments- Holding Company Reorganization 24 25 Income ( Loss) from subsidiaries 26 27 Subtotal 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Total Cost of Account 123.1 $ 46,902,140 TOTAL 239,792,202 FERC FORM NO. 1 (ED. 12-89) Page 224.3

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 INVESTMENTS IN SUBSIDIARY COMPANIES (ACCOUNT 123.1) (Continued) 4. For any securities, notes, or accounts that were pledged designate such securities, notes, or accounts in a footnote, and state te name of pledgee and purposes of the pledge. 5. If Commission approval was required for any advance made or security acquired, designate such fact I a footnote and give name of Commission. 6. Report column (f) interest and dividend revenues from investments, including such revenues from securities disposed of during the year. 7. In column (h) report for each investment disposed of during the year, the gain or loss represented by the difference between cost of the investment ( or the other amount at which carried in the books of account if difference from cost) and the selling price thereof, not including interest adjustment includible in column ( f). 8. Report on Line 42, column (a) the TOTAL cost of Account 123.1 Equity in Revenues Amount of Gain or Loss Line Subsidiary for Year Investment at from Investment No. Earnings of Year End of Year Disposed of (e) (f) (g) (h) 1 2 3 4 5 1,000,000 6 7 (813,113) 8 9 (186,887) (186,887) 10 11 (186,887) 0.00 12 13 14 15 16 17 18 19 100 20 21 (100) 22 168,069 23 24 (168,069) (168,069) 25 26 (168,069) 0.00 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 22,062,201 23,319,490 42 FERC FORM NO. 1 (ED. 12-89) Page 225.3

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 MATERIALS AND SUPPLIES 1. For Account 154, report the amount of plant materials and operating supplies under the primary functional class- ifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d), designate the department or departments which use the class of material. 2. Give an explanation of important inventory adjust- ments during the year (in a footnote) showing general classes of material and supplies and the various accounts (operating expenses, clearing accounts, plant, etc.) affected - debited or credited. Show separately debits or credits to stores expense-clearing, if applicable. Department or Balance Departments Line Account Beginning Balance Which No. of Year End of Year Use Material (a) (b) (c) (d) 1 Fuel Stock (Account 151) 20,801,878 22,246,432 2 Fuel Stock Expenses Undistributed (Account 152) 3 Residuals and Extracted Products (Account 153) 4 Plant Materials and Operating Supplies (Account 154) 5 Assigned to - Construction (Estimated) 6 Assigned to - Operations and Maintenance 7 Production Plant (Estimated) 8 Transmission Plant (Estimated) 9 Distribution Plant (Estimated) 10 Assigned to - Other 46,095,240 50,348,952 11 TOTAL Account 154 (Total of lines 5 thru 10) 46,095,240 50,348,952 12 Merchandise (Account 155) 13 Other Materials and Supplies (Account 156) 14 Nuclear Materials Held for Sale (Account 157) (Not applicable to Gas Utilities) 15 Stores Expense Undistributed (Account 163) 307,021 346,882 All Departments 16 17 18 19 20 TOTAL Materials and Supplies (per Balance Sheet) 67,204,139 72,942,266 FERC FORM NO. 1 (ED. 12-89) Page 227

Name of Respondent This Report is: Date of Report Year of Report Kansas City Power & (1) X An Original (Mo, Da, Yr) Light Company (2) A Resubmission 4/30/2002 Dec. 31, 2001 FOOTNOTE DATA Schedule Page: 204 Line No: 19 Column: b Pages 204 and 205, Line 19, Account 322, Reactor Plant Equipment includes write-off resulting from prior year application of FASB 90. Schedule Page: 214 Line No: 3 Column: c Anticipated within the next 10 years. Schedule Page: 214 Line No: 6 Column: c Anticipated within the next 10 years. Schedule Page: 214 Line No: 9 Column: c Anticipated within the next 10 years. Schedule Page: 214 Line No: 11 Column: c Anticipated within the next 10 years. Schedule Page: 214 Line No: 14 Column: c Anticipated within the next 10 years. Schedule Page: 214 Line No: 24 Column: c Anticipated within the next 10 years. Schedule Page: 219 Line No: 11 Column: c Book cost of plant retired shown here is $89,393 less than retirements shown on page 207, line 88, column d, because page 219, line 11, column c does not include retirements of software, land rights or leasehold improvements. Schedule Page: 219 Line No: 15 Column: c Net gain on property sales of ($5,490) Schedule Page: 224.1 Line No: 26 Column: g Equity Dividend to Great Plains Energy Incorporated by Respondent in October 1, 2001, due to the corporate reorganization. Schedule Page: 224.1 Line No: 29 Column: e Equity in KLT Inc. earnings recorded by Respondent prior to equity dividend to Great Plains Energy Incorporated. Schedule Page: 227 Line No: 11 Column: d Information requested for lines 5-9 is not available. The level of material and supplies inventory is determined by the the maintenance needs of plant in service and is that level required to ensure that KCPL may provide good system reliability. The size of inventory on hand is not determined by the level of new construction activity.

Exhibit F-11 STATEMENT OF OWNERS' ASSETS As of December 31 (Thousands of Dollars) 2001* Electric Plant - at original cost: Nuclear Production Plant Land and Land Rights $ 7,258.7 Structures and Improvements 871,363.4 Reactor Plant Equipment 1,379,208.4 Turbogenerator Units 361,771.3 Accessory Electric Equipment 289,897.8 Misc. Power Plant Equipment 135,122.2 Total Nuclear Production Plant 3,044,621.8 Transmission Plant 23,547.0 General Plant 3,596.2 Miscellaneous Intangible Plant 16,594.3 Plant In Service 3,088,359.3 Less Accumulated Depreciation & Amortization 1,184,173.9 Net Plant In Service 1,904,185.4 Construction Work In Progress 10,529.3 Electric Plant Held for Future Use 657.2 Nuclear Fuel - Net 71,920.0 Total Electric Plant - Net 1,987,291.9 Other Property and Investments: Special Funds 25,321.5 Other 0.0 Total Other Property and Investments 25,321.5 Current Assets: Accounts Receivable 485.6 Fuel 292.2 Materials and Supplies 37,650.2 Prepayments and Other Current Assets 4,646.0 Total Current Assets 43,074.0 Deferred Debits 8,310.4 Total Assets $ 2,063,997.8 TOTAL ASSETS BY OWNER Kansas Gas and Electric Company $ 969,656.2 Kansas City Power & Light Company 917,160.4 Kansas Electric Power Cooperative, Inc. 177,181.2 Total Assets $ 2,063,997.8 * NON-OUTAGE YEAR

STATEMENT OF EXPENSES For the Years Ended December 31 (Thousands of Dollars) 2001* Production Expenses: Nuclear Fuel $ 47,083.7 Operations 66,301.3 Maintenance 23,980.4 Total Production 137,365.4 Transmission Expenses: Operations 0.0 Maintenance 58.1 Total Transmission 58.1 Administrative and General Expenses: Operations 23,903.3 Maintenance 279.6 Total Administrative and General 24,182.9 Total Operations and Maintenance Expenses 161,606.4 Payroll taxes 4,652.2 Total O&M Including Payroll Taxes 166,258.6 Ad Valorem Taxes 23,923.3 Depreciation & Amortization 89,606.1 Total Operating Expenses 279,788.0 Less: Other Operating Revenues 43.8 Net Operating Expenses 279,744.2 Add: Nonoperating Expenses 1,107.6 Total Expenses $ 280,851.8 * NON-OUTAGE YEAR

Great Plains Energy Incorporated
Form U5S
Exhibit F-12

The chart of accounts of KLT Inc. and its
subsidiaries as of December 31, 2001.


 Acct                      Descr                         Status

000001         Basic Allocation - 100%                       A
000002         Paid Absence Loading %                        A
000003         Payroll Taxes Loading %                       A
000004         Pensions Loading %                            A
000005         Payroll Insurance Loading %                   A
000006         Unpaid Labor Hours                            A
100000         Cash in banks                                 A
100001         Cash - Bank of America- LV                    A
100100         Imprest funds                                 A
101001         Repurchase agreements                         A
101002         Tax free money market-equiv                   A
101003         Equivalent-federal funds                      A
110000         Misc short-term investments                   A
110001         Warren D Nadel preferred stock                A
110002         Sami-preferred stock fund                     A
120000         Misc accounts receivable                      A
120002         Accounts Receivable-Oil & Gas                 A
120050         Allowance - doubtful accounts                 A
120100         Oth A/R Dfd Mdse-PR Deduc                     A
120200         Receivables to be invoiced                    A
120500         Interest receivable                           A
120600         Interest receivable-affiliate                 A
120700         Dividends receivable                          A
121001         A/R CLS LLC                                   A
121004         A/R Municipal Parking Solution                A
121101         A/R CLS-KC                                    A
121102         A/R - Nationwide Electric                     A
122000         A/R - KLT Inc.                                A
122001         A/R - KLT Investments                         A
122002         A/R - KLT Investments II                      A
122003         A/R - Energetechs                             A
122004         A/R - KLT Energy Services                     A
122005         A/R - KLT Gas                                 A
122006         A/R - KLT Telecom                             A
122007         A/R - KLT Power                               A
122100         A/R - Custom Energy                           A
122101         A/R - Far Gas                                 A
122102         A/R - Apache Canyon                           A
122103         A/R - Municipal Solutions                     A
122104         A/R - Telemetry Solutions                     A
122105         A/R - KVA Power                               A
122106         A/R - NPMC                                    A
122107         A/R - KLT Iatan Inc.                          A
122108         A/R - KLT Iatan II LLC                        A
122109         A/R - KLT Power Interntnal 2                  A
122110         A/R - CMI Power International                 A
122111         A/R - KLT Power Bermuda                       A
122112         A/R - KLT Power Latin America                 A
122113         A/R - KLT Power Asia                          A
122114         A/R - Worry Free Services                     A
122115         A/R - Copier Solutions                        A
122116         A/R-Gas Operating Co                          A
122117         A/R-Signal Sites                              A
122118         A/R-Strategic Energy                          A
122119         A/R-Forest City, LLC                          A
122200         A/R - Simmons                                 A
122201         A/R - Advanced Measurement Sol                A
122202         A/R - KLT Power Mauritius                     A
122203         A/R-Digital Teleport Inc.                     A
122204         A/R - Forest City                             A
122300         A/R - KEI Energy Ltd                          A
122999         A/R - KCPL                                    A
125000         Notes receivable - current                    A
126004         N/R - Municipal Parking Sol                   A
126007         N/R - NPC                                     A
127100         N/R - Strategic Energy                        A
127103         N/R - Municipal Solutions                     A
127104         N/R - Telemetry Solutions                     A
127105         N/R - KVA                                     A
127106         N/R Simmons                                   A
127107         N/R AMS                                       A
127108         Notes receivable-IDI                          A
127109         N/R - Copier Solutions                        A
127110         N/R-CLS                                       A
127111         N/R - Digital Teleport, Inc.                  A
127155         KVA Valuation Allowance                       A
130000         Equipment inventory                           A
131000         Copier Solutions Inventory                    A
140000         Advances to employees                         A
141000         Prepaid expenses                              A
141100         Prepaid oil and gas lease oper                A
142000         Other current assets                          A
143000         Swap Receivable                               A
150001         Investment in KLT Investments                 A
150002         Investment in Investments II                  A
150003         Investment in Energetechs                     A
150004         Investment in KLT Energy Svcs                 A
150005         Investment in KLT Gas                         A
150006         Investment in KLT Telecom                     A
150007         Investment in KLT Power                       A
150051         Earnings of KLT Investments                   A
150052         Earnings of Investments II                    A
150053         Earnings of Energetechs                       A
150054         Earnings of Energy Services                   A
150055         Earnings of KLT Gas                           A
150056         Earnings of KLT Telecom                       A
150057         Earnings of KLT Power                         A
150100         Investment in Custom Energy                   A
150101         Investment in Far Gas                         A
150102         Investment in Apache Canyon                   A
150103         Investment-Municipal Solutions                A
150104         Investment-Telemetry Solutions                A
150105         Investment in KVA Power                       A
150106         Investment in NPMC                            A
150107         Investment in KLT Iatan Inc.                  A
150108         Investment in KLT Iatan II LLC                A
150109         Investment KLT Power Internl 2                A
150110         Investment in CMI Power Intrnl                A
150111         Investment in Power Bermuda                   A
150112         Investment-Power Latin America                A
150113         Investment in KLT Power Asia                  A
150114         Investment in Copier Solutions                A
150115         Investment in Signal Sites                    A
150150         Earnings of Custom Energy                     A
150151         Earnings of Far Gas                           A
150152         Earnings of Apache Canyon                     A
150153         Investment in MS                              A
150154         Investment in TS                              A
150155         Earnings of KVA Power                         A
150156         Earnings of NPMC                              A
150157         Earnings of KLT Iatan Inc.                    A
150158         Earnings of KLT Iatan II LLC                  A
150159         Earnings of KLT Power Intrntl2                A
150160         Earnings of CMI Power Interntl                A
150161         Earnings of Power Bermuda                     A
150162         Earnings of Power Latin Americ                A
150163         Earnings of Power Asia                        A
150164         Earnings in Copier Solutions                  A
150165         Eqty in earnings-Signal Sites                 A
150200         Investment in Simmons                         A
150201         Investment Adv Measuremt Sol                  A
150202         Investment in Power Mauritius                 A
150250         Earnings of Simmons                           A
150251         Investment in AMS                             A
150252         Earnings of Power Mauritius                   A
150254         Solutions Valuation Allow                     A
150300         Investment in KEI Energy Ltd                  A
150350         Earnings of KEI Energy                        A
151000         Misc equity method investments                A
151001         Investment in CLS LLC                         A
151002         Lyco Energy Corp Common                       A
151003         Bar Gas LLC                                   A
151004         Municipal Parking Solutions LL                A
151005         Intelligent Devices Inc.                      A
151006         Iatan Power Partners LP                       A
151007         NPC                                           A
151008         Downtown Hotel Group LLC                      A
151009         Investment in Galt                            A
151010         Investment Nationwide Electric                A
151011         Investment in DTI                             A
151012         Investment in Lorencito Gas                   A
151013         Investment in CEL                             A
151014         Investment in SEL                             A
151015         Investment in Patrick Gas, LLC                A
151016         Lyco Valuation Reserve                        A
151051         Equity in earnings of CLS                     A
151052         Equity in earnings of Lyco                    A
151053         Equity in earnings of Bar Gas                 A
151054         Equity in earnings of MPS                     A
151055         Equity in earnings of IDI                     A
151056         Equity in earnings of IPP                     A
151057         Equity in earnings of NPC                     A
151058         Equity in earnings of DT Hotel                A
151059         Eqty in earn of Galt                          A
151060         Eqty in Earnings-Nationwide El                A
151061         Equity in earnings-DTI                        A
151062         Equity in earnings-Lorencito                  A
151063         Equity in earnings of CEL                     A
151064         Equity in earnings of SEL                     A
151065         Equity in earnings Patrick                    A
151105         Investment in IDI                             A
151155         IDI goodwill accumulated amort                A
152001         National Equity Fund 1992                     A
152002         National Equity Fund 1993                     A
152003         National Equity Fund 1994                     A
152004         National Equity Fund 1995                     A
152005         Boston Capital                                A
152006         Nationwide Housing Group                      A
152007         Related Capital Fund I                        A
152008         Related Capital Fund II                       A
152009         Gateway                                       A
152010         Napico                                        A
152011         Boston Financial                              A
152012         East Coast Capital I                          A
152013         East Coast Capital II                         A
152014         McDonald                                      A
152015         Richman                                       A
152016         Arcand                                        A
152017         Housing MO Equity Fund                        A
152018         NHT III                                       A
152019         Banc One                                      A
152020         WNC                                           A
152021         MO Affordable Housing Fund V                  A
152022         MO Affordable Housing Fund VI                 A
152023         MAHF VII                                      A
152024         Aurora Family Apartments                      A
152025         Boston Financial MO tax credit                A
152026         MAHF IX                                       A
152051         Amortization of NEF                           A
152052         Writedown of NEF Fund                         A
152056         Writedown of Nationwide Hsing                 A
152063         Earnings of East Coast Capital                A
152066         Earnings of Arcand                            A
152067         Earnings of Hsing MO Eqty Fund                A
152068         Earnings of NHT III                           A
152069         Earnings of Banc One                          A
152070         Earnings of WNC                               A
152071         Amortization of MAHF 5                        A
152072         Amortization of MAHF 6                        A
152073         Amortization of MAHF 7                        A
152301         Amortization of MAHF VI                       A
152302         Amortization of MAHF VI                       A
152303         Amortization of MAHF VI                       A
152304         Amortization of AFA                           A
152305         Amortization of BF MO tax cred                A
152306         Amortization of MAHF IX                       A
153000         Global 30-6 LLP                               A
153001         Global 31-6 LLP                               A
153002         Frontier LLP                                  A
153003         Ward Lake LLP                                 A
153004         Hallwood LLP                                  A
153005         Miller LLP                                    A
153050         Acc amortization - Global 30-6                A
153051         Acc amortization - Global 31-6                A
153052         Acc amortization - Frontier                   A
153053         Acc amortization - Ward Lake                  A
153054         Acc amortization - Hallwood                   A
153055         Acc amortization - Miller                     A
154000         Misc cost method investments                  A
154001         CFB Venture Capital II                        A
154002         Kansas City Equity Partners VC                A
154003         Envirotech VCF                                A
154004         CellNet stock                                 A
154005         Government securities                         A
154006         Marketable debt securities                    A
154007         Lyco Energy preferred stock                   A
154008         Digital Teleport Inc preferred                A
154009         eChannel preferred stock/warr                 A
154010         Lyco Lease Acquisition LLP                    A
154011         Yichang 1                                     A
154012         Costanera common stock                        A
154013         CBA common stock                              A
154014         NW Pfd-Mand Redeem Stk                        A
154015         NW Pfd-Non-Mand Redeem. Stk                   A
154016         Bracknell Corp. Common Stock                  A
154017         Evergreen Preferred Stock                     A
154018         Evergreen Common Stock                        A
160000         Miscellaneous N/R                             A
160001         N/R - Diasys                                  A
161100         N/R - Custom Energy                           A
161103         N/R - Municipal Solutions                     A
161104         N/R - Telemetry Solutions                     A
161105         N/R - KVA                                     A
161106         KVA LT Valuation Allowance                    A
162004         N/R - Municipal Parking Soluti                A
162007         N/R - NPC                                     A
170000         Leasehold improvements                        A
170001         Office furniture                              A
170002         Office equipment                              A
170003         Software                                      A
170004         Buildings                                     A
170005         Land-Compressor Site                          A
170007         Lease Equipment                               A
171000         Prepaid Drilling/Completion                   A
171100         Undeveloped leaseholds                        A
171200         Developed leaseholds                          A
171300         Intangible drilling costs                     A
171350         Intangible completion costs                   A
171400         Equipment - before casing                     A
171450         Equipment - after casing                      A
171500         Equipment cost - facilities                   A
171600         Equipment-Vehicles                            A
171602         Generators/Compressors                        A
171700         Junk Equipment                                A
175000         Accum depreciation - leasehold                A
175001         Accum depreciation - furniture                A
175002         Accum depreciation - office eq                A
175003         Accum depreciation -  Software                A
175004         Accum depreciation - Buildings                A
176000         Accum DD&A on oil/gas property                A
176001         Accumulated sale                              A
180000         Suspense                                      A
180001         Deferred organization costs                   A
180002         Deferred loan origination fees                A
180003         Gas Hedge Deferred Payment                    A
180051         Accum amortization - def org                  A
180052         Accum amortization - loan orig                A
180100         Deferred development - labor                  A
180101         Deferred development - legal                  A
180102         Deferred development - consult                A
180103         Deferred development - other                  A
180150         Accum amortization - deferred                 A
180151         Accum amortization - deferred                 A
180152         Accum amortization - deferred                 A
180153         Accum amortization - deferred                 A
181000         License agreement                             A
181001         Project rights                                A
181050         Accum amortization - license                  A
181051         Accum amortization - rights                   A
182000         Goodwill                                      A
182001         Goodwill-2000 acquistion                      A
182002         Goodwill-2001 acquisition                     A
182050         Accum amortization goodwill                   A
182051         Accumulated amort-SEL                         A
182052         Accum Amortiz-SEL 2001 acquis                 A
183000         Patents                                       A
183050         Accumulated amort - Patents                   A
200000         Accounts payable                              A
200010         Travel card liability                         A
202000         A/P - KLT Inc.                                A
202001         A/P - KLT Investments                         A
202002         A/P - KLT Investments II                      A
202003         A/P - Energetechs                             A
202004         A/P - KLT Energy Services                     A
202005         A/P - KLT Gas                                 A
202006         A/P - KLT Telecom                             A
202007         A/P - KLT Power                               A
202100         A/P - Custom Energy                           A
202101         A/P - Far Gas                                 A
202102         A/P - Apache Canyon                           A
202103         A/P - Municipal Solutions                     A
202104         A/P - Telemetry Solutions                     A
202105         A/P - KVA Power                               A
202106         A/P - NPMC                                    A
202107         A/P - KLT Iatan Inc.                          A
202108         A/P - KLT Iatan II LLC                        A
202109         A/P - KLT Power Internationl 2                A
202110         A/P - CMI Power International                 A
202111         A/P - KLT Power Bermuda                       A
202112         A/P - KLT Power Latin America                 A
202113         A/P - KLT Power Asia                          A
202114         A/P - Copier Solutions                        A
202115         A/P-Signal Sites                              A
202116         A/P-Gas Operating Co                          A
202200         A/P - Simmons                                 A
202201         A/P - Adv Measurement Solution                A
202202         A/P - KLT Power Mauritius                     A
202300         A/P - KEI Energy Ltd                          A
202999         A/P - KCPL                                    A
210000         Short-term notes payable                      A
215000         Current maturities of LTD                     A
220000         Federal income tax                            A
220001         State income tax                              A
221000         FICA tax - employer                           A
221001         Federal unemploymnt tax payabe                A
221002         State unemployment tax payable                A
221010         Other tax liability                           A
222000         Withholding taxes - Federal                   A
222001         Withholding taxes - Missouri                  A
222002         Withholding taxes - Kansas                    A
222003         Withholding taxes - KCMO                      A
222004         Withholding tax-Employee FICA                 A
222005         Withholding taxes-CA                          A
222006         Withholding taxes-CO                          A
223001         Life insurance liability                      A
223002         LTD liability                                 A
223003         Dependent Care liability                      A
223004         Medical Reimb. liability                      A
223005         401k employee liability                       A
223006         401k employer match liability                 A
223007         ESP loans payable                             A
223008         Dollar Aide Liability                         A
223009         PAC withholding payable                       A
230001         Interest payable-G. Simmons                   A
230002         Interest Payable-Affiliate                    A
230003         Interest Payable-M. Canterbury                A
230004         Interest payable-K. Dockery                   A
230010         Interest pay-NHG 3/31/95                      A
230011         Interest pay-NHG 5/15/95                      A
230020         Interest pay-Related 5/15/95                  A
230021         Interest pay-Related 7/20/95                  A
230022         Interest pay-Related 10/3/95                  A
230030         Interest pay-NAPICO 8/26/95                   A
230031         Interest pay-NAPICO 11/4/95                   A
230032         Interest pay-NAPICO 6/30/96                   A
230033         Interest pay-NAPICO 8/11/96                   A
230040         Interest pay-Bostn Fin 8/12/95                A
230041         Interest pay-Bostn Fin 12/9/95                A
230050         Interest pay-ECC 8/22/95                      A
230051         Interest pay-ECC 2/1/96                       A
230052         Interest pay-ECC 8/1/96                       A
230053         Interest pay-ECC 8/18/96                      A
230060         Interest pay-Richman 11/1/95                  A
230061         Interest pay-Richman 1/1/96                   A
230062         Interest pay-Richman 4/1/96                   A
230063         Interest pay-Richman 7/1/96                   A
230070         Interest pay-Arcand 11/3/95                   A
230071         Interest pay-Arcand 4/1/96                    A
230072         Interest pay-Arcand 10/1/96                   A
230073         Interest pay-Arcand 12/21/96                  A
230074         Interest pay-Arcand 5/1/97                    A
230075         Interest pay-Arcand 10/1/97                   A
230080         Interest pay-Gateway 5/30/95                  A
230081         Interest pay-Gateway 12/1/95                  A
230090         Interest pay-Mc Donald 9/1/95                 A
230100         Interest pay-NHT III 5/12/96                  A
230110         Interest pay-WNC II 11/2/96                   A
230111         Interest pay-WNC II 3/1/97                    A
230120         Interest pay-MAHF VI 3/21/98                  A
230121         Interest payable - MAHF VI 3/2                A
230122         MAHF VI 1/29/98                               A
230123         MAHF VII 1/29/98                              A
230130         Interest pay-Banc One 3/21/98                 A
230131         Int Pay-Boston Fin'l MO Tax Cr                A
230132         Interest payable-MAHF IX                      A
231000         Interest Payable-LOC                          A
231001         Interest SWAP pay/rec                         A
232000         Miscellaneous interest payable                A
232001         Interest pay-Gaylon Simmons                   A
232002         Interest pay-Howard Dockery                   A
232003         Interest pay-Myra Canterbury                  A
232004         Interest pay-Kevin Dockery                    A
233000         Intercompany Interest Payable                 A
234205         Due to KLT Gas                                A
240000         Accrued payroll                               A
240001         Accrued vacation                              A
240002         Paid Vacations Current Year                   A
240003         Payroll reserve                               A
240010         Blue Spruce Incen Accrual                     A
240011         Hallwood Incen Accrual                        A
240012         Frontier Incen Accrual                        A
240013         Global 30-6 Incen Accrual                     A
240014         Global 31-6 Incen Accrual                     A
240015         Miller Shale Incen Accrual                    A
240016         Beta Energy Comm Accrual                      A
240017         USI Comm Accrual                              A
240018         Meridian Comm Accrual                         A
240019         FARC Contg Pymt Accrual                       A
240100         Accounts Payable-Sev/Ad Val                   A
240101         Royalty Interest Payable                      A
241000         Current NEF 1992                              A
241001         Current NEF 1993                              A
241002         Current NEF 1994                              A
241003         Current NEF 1995                              A
241100         Cash back from partnerships                   A
241200         Current subscriptions                         A
242000         Other current liabilities                     A
243000         Swaps Payable                                 A
250010         Note-NHG 3/31/95                              A
250011         Note-NHG 5/15/95                              A
250020         Note-Related 5/15/95                          A
250021         Note-Related 7/20/95                          A
250022         Note-Related 10/3/95                          A
250030         Note-NAPICO 8/26/95                           A
250031         Note-NAPICO 11/4/95                           A
250032         Note-NAPICO 6/30/96                           A
250033         Note-NAPICO 8/11/96                           A
250040         Note-Boston Financial 8/12/95                 A
250041         Note-Boston Financial 12/9/95                 A
250050         Note-East Coast Capitl 8/22/95                A
250051         Note-East Coast Capital 2/1/96                A
250052         Note-East Coast Capital 8/1/96                A
250053         Note-East Coast Capitl 8/18/96                A
250060         Note-Richman 11/1/95                          A
250061         Note-Richman 1/1/96                           A
250062         Note-Richman 4/1/96                           A
250063         Note-Richman 7/1/96                           A
250070         Note-Arcand 11/3/95                           A
250071         Note-Arcand 4/1/96                            A
250072         Note-Arcand 10/1/96                           A
250073         Note-Arcand 12/21/96                          A
250074         Note-Arcand 5/1/97                            A
250075         Note-Arcand 10/1/97                           A
250080         Note-Gateway 5/30/95                          A
250081         Note-Gateway 12/1/95                          A
250090         Note-Housing MO 8/95                          A
250100         Note-Mc Donald 9/1/95                         A
250110         Note-NHT III 5/12/96                          A
250120         Note-WNC II 11/2/96                           A
250121         Note-WNC II 3/1/97                            A
250129         Notes payable - WNC II 3/1/96                 A
250130         Note-MAHF V 3/21/98                           A
250131         Notes payable - MAHF V 3/21/97                A
250132         MAHF VI 1/29/98                               A
250133         MAHF VII 1/29/98                              A
250140         Note-Banc One 3/21/98                         A
250141         N/P-Boston Fin'l MO tax credit                A
250142         Note Payable-MAHF IX                          A
251000         First Chicago line of credit                  A
251001         Great Plains Energy Line of Cr                A
252001         Note-Gaylon Simmons                           A
252002         Note-Howard Dockery                           A
252003         Note-Myra Canterbury                          A
252004         Note-Kevin Dockery                            A
252005         Notes Payable-Frank Groenteman                A
253000         Intercompany Notes Payable                    A
260001         Federal deferred tax                          A
260002         State deferred tax                            A
280000         State                                         A
280001         Delayed equity contr-NEF 1992                 A
280002         Delayed equity contr-NEF 1993                 A
280003         Delayed equity contr-NEF 1994                 A
280004         Delayed equity contr-NEF 1995                 A
280005         Delayed eqty contr.-Aurora                    A
280006         Delayed equity contr-MO Housin                A
280010         Subscriptions                                 A
281000         Deferred compensation                         A
282000         Deferred Revenue                              A
285000         Other deferred credits                        A
290000         Notes payable-affiliate                       A
300000         Common Stock/LLC contr capital                A
301000         Paid in capital-excess of par                 A
310000         Retained earnings                             A
311000         Dividends declared                            A
320000         Unrealized gain/losses-Mkt sec                A
320001         Unreal Gain/Loss-Derivatives                  A
321000         Foreign currency gains &losses                A
400001         Equity in earnings-Investments                A
400002         Equity in earnings-Investmnts2                A
400003         Equity in earnings-Energetechs                A
400004         Equity in earnings-Energy Svc                 A
400005         Equity in earnings-KLT Gas                    A
400006         Equity in earnings-Telecom                    A
400007         Equity in earnings-Power                      A
400100         Equity in earnings-Cust Energy                A
400101         Equity in earnings-Far Gas                    A
400102         Equity in earnings-Apache                     A
400103         Equity in earnings-M Solutions                A
400104         Equity in earnings-Telemetry                  A
400105         Equity in earnings-KVA                        A
400106         Equity in earnings-NWPM                       A
400107         Equity in earnings-Iatan                      A
400108         Equity in earnings-Iatan 2                    A
400109         Equity in earnings-PI 2                       A
400110         Equity in earnings-CMI                        A
400111         Equity in earnings-Bermuda                    A
400112         Equity in earnings-Latin Amer                 A
400113         Equity in earnings-Power Asia                 A
400114         Eqty in earn-Copier Solutions                 A
400115         Eqty in earnings-Signal Sites                 A
400200         Equity in earnings-Simmons                    A
400201         Equity in earnings-Adv Meas                   A
400202         Equity in earnings-Mauritius                  A
400300         Equity in earnings - KEI                      A
401000         Eq earnings-KCDT, PWRIN, PSS                  A
401001         Equity in earnings of CLS                     A
401002         Equity in earnings of Lyco                    A
401003         Equity in earnings of Bar Gas                 A
401004         Equity in earnings of MPS                     A
401005         Equity in earnings of IDI                     A
401006         Equity in earnings of IPP                     A
401007         Equity in earnings of NPC                     A
401008         Equity in earnings of DT Hotel                A
401009         Equity in earnings of NHT III                 A
401010         Equity in earnings of WNC                     A
401011         Equity in earnings of ECC II                  A
401012         Equity in earnings of Banc One                A
401013         Equity in Earn-Housing MO                     A
401014         Equity in Earn-Arcand IV                      A
401015         Equity in earnings-Galt                       A
401016         Eqty in Erngs-Nationwide Elect                A
401017         Equity in Earnings-Stroud Oil                 A
401018         Equity in earnings-DTI                        A
401019         Equity in Earnings-Custom Ener                A
401020         Equity in earnings-CEL                        A
401021         Equity in Earnings-SEL                        A
401022         Equity in earnings Lorencito                  A
401023         Equity in earnings Patrick                    A
402000         Non-taxable interest income                   A
402001         Taxable interest income                       A
402002         State exempt interest income                  A
402003         Federal exempt interest income                A
403000         Dividend income - 70% DRD                     A
403001         Dividend income - 80% DRD                     A
403002         Dividends - Foreign investmt                  A
403003         Dividend Income                               A
404000         Realized gains                                A
404001         Realized losses                               A
404002         Unrealized gains                              A
404003         Unrealized losses                             A
404004         Hedging gain/loss                             A
405001         Consulting fees                               A
406000         Gain/Loss on Property                         A
410000         Royalty income - Oil sales                    A
410001         Royalty income - Gas sales                    A
410002         Royalty income - NGL sales                    A
410100         Working interest revenue-Oil                  A
410101         Working interest revenue-Gas                  A
410102         Working interest revenue-NGL                  A
410200         Estimated Oil & Gas Revenue                   A
410500         Revenue deductions                            A
420001         Revenue-Site Acquisition Fees                 A
420002         Revenue-Site Lease Income                     A
430000         Revenue - Tower Lease                         A
500000         Cost of Sales                                 A
500001         LOE-general                                   A
500002         LOE-direct labor                              A
500003         LOE-Transportation                            A
500004         LOE-Production supv/eng svcs                  A
500005         LOE-Roustabout/contractor svcs                A
500006         LOE-Permits and licenses                      A
500007         LOE-Well servicing                            A
500008         LOE-Chemicals                                 A
500009         LOE-Pump repairs and parts                    A
500010         LOE-Electricity                               A
500011         LOE-Fuel, oil, lubricants                     A
500012         LOE-Materials and supplies                    A
500013         LOE-Salt water disposal                       A
500014         LOE-Contract pumping                          A
500015         LOE-Compression/dehydration                   A
500016         LOE-Overhead                                  A
500017         LOE-Insurance                                 A
500018         LOE-Severence taxes                           A
500019         LOE-Ad Valorem taxes                          A
500020         Estimated Severance Taxes                     A
500021         LOE-Compression                               A
500022         Severance Tax Expense                         A
500023         Oil & Gas Processing                          A
500024         LOE-Gas Gathering                             A
500025         LOE-Gas Marketing                             A
501000         Accounts receivable write-offs                A
502000         Far Gas commission expense                    A
503000         Prod dev-outside consulting                   A
503001         Prod dev-outside legal                        A
503002         Prod dev-outside legal-finl                   A
503003         Prod dev-outside engineering                  A
503004         Prod dev-Financial advisors                   A
503005         Environmental engineers                       A
503006         Owner's engineers                             A
503007         KCPL employees services                       A
503008         NPE services for KVA/NPMC                     A
510000         COGS-Site Lease Payments                      A
510001         COGS-Site Acquisition Costs                   A
510002         COGS-Easter Seals                             A
600001         KLT Inc. employee labor                       A
600002         KLT Power employee labor                      A
600003         KLT Gas employee labor                        A
600004         Energy Svcs employee labor                    A
600005         Mun Solutions employee labor                  A
600006         MPS employee labor                            A
600007         TS employee labor                             A
600008         CS employee labor                             A
600009         Signal Sites employee labor                   A
600100         KCPL employee labor                           A
600101         Contract labor                                A
600102         Temporary services                            A
600103         KCPL Service Agreements                       A
601000         Benefits allocated-contra                     A
601001         Insurance premiums                            A
601002         401-k/deferred comp- match                    A
601003         Miscellaneous benefits                        A
601004         Vacation and paid absences                    A
601005         Pension expense                               A
601006         Capital accumulation plan                     A
601007         Education assistance                          A
601100         Employer FICA                                 A
601101         Unemployment taxes - federal                  A
601102         Unemployment taxes - state                    A
601103         Unemployment taxes-KS                         A
601104         Unemployment taxes - MN                       A
601105         Unemployment taxes - TX                       A
602000         Office rent                                   A
602001         Office equipment rent                         A
602002         Computer leases                               A
602003         Maintenance-office equipment                  A
602004         Computer Equipment                            A
602100         Postage                                       A
602101         Licenses and fees                             A
602102         Communication/telephone exp                   A
602103         Reproduction expenses                         A
602104         Subscriptions/materials                       A
602105         Miscellaneous office expense                  A
602106         Tax penalities and interest                   A
603200         Relocation - moving                           A
603201         Relocation - housing                          A
603202         Relocation - travel & living                  A
603203         Relocation - KLT Office Move                  A
603300         Professional placement service                A
603301         Recruiting - meals                            A
603302         Recruiting - travel & living                  A
603303         Recruiting - other                            A
603400         Transportation                                A
603401         Travel - living                               A
603402         Meals/entertainment                           A
603403         Conferences/seminars                          A
603500         Outside consulting                            A
603501         Outside legal                                 A
603502         Other outside services                        A
603600         Property insurance                            A
603601         General liability insurance                   A
603602         Workers comp insurance                        A
603610         Bonding Fees                                  A
603700         Trade/technical memberships                   A
603701         Marketing expenses                            A
603702         Procurement card expense                      A
603703         Miscellaneous expense                         A
604000         Charitable Contributions                      A
700000         Depreciation-office furniture                 A
700001         Depreciation-office equipmt                   A
700002         Depreciation-leasehold imp                    A
700003         Depreciation-buildings                        A
701000         DD&A-Oil/Gas properties                       A
702000         Amortization-goodwill                         A
702001         Amortization-license agreemt                  A
702002         Amortization-rights                           A
702003         Amortization-deferred costs                   A
702004         Investment amortization                       A
702005         Amortization-Bond Premium                     A
800000         Federal current income tax                    A
800001         Foreign Tax Credit-Current                    A
800010         State current - MO income tax                 A
800100         Federal deferred income tax                   A
800110         State deferred income                         A
800200         Section 42 AH Fed tax credits                 A
800201         Section 29 alt fuel credits                   A
800202         Federal rehab tax credit                      A
800203         Enterprise Zone Tax Credits                   A
800210         Section 42 AH state tax credit                A
801000         Property taxes - personal prop                A
801001         Franchise taxes                               A
801002         Other taxes                                   A
802000         Property tax expense                          A
900000         LT debt interest - bank notes                 A
900001         Affordable housing notes                      A
900002         Other notes                                   A
900003         Interest SWAP income/exp                      A
900004         Interco interest allocation                   A
900005         Interest due GPE                              A
900010         Amortization-loan origin fees                 A
900011         Commitment fees - LT Debt                     A
900012         Amortization-Amendment Fee                    A
901000         Short Term Interest Exp                       A
901010         Commitment fees-ST Debt                       A
902000         Letter of Credit fees                         A
950000         Nonoperating realized gains                   A
950001         Nonoperating unrealized gains                 A
950100         Nonoperating realized loss                    A
950101         Nonoperating unrealized loss                  A
950200         Other Miscellaneous Income                    A
990000         Minority Interests                            A
999999         Suspense                                      A

Great Plains Energy Incorporated U5S Exhibit F-13 Page 1 of 14 The chart of accounts of R. S. Andrews Enterprises Inc. and its subsidiaries as of December 31, 2001. Account Number Schema 5 segments - xxx-x-xxx-xxxx-xxx 1st segment - Location Number 2nd segment - Customer Type 3rd segment - Line of Business 4th segment - Account Number 5th segment - Entity ID Number (intercompany accounts) All lines of business beginning with 0 are Enterprises, all others are field locations. Example - 010-0-000-1100-070 is Services - Corporate - Corporate - Related Party Receivable - Raleigh Air Example - 010-1-150-4050-000 is Services - Residential - HVAC Installation Residential - Sales Example - 010-0-000-7010-000 is Services - Corporate - Corporate - Bank Card/Credit Card Fees Current Segment Identifications: Locations: Customer Type: Line of Business: 000 Enterprises 0 Corporate 000 Corporate 001 Eliminations 1 Residential 005 Finance 010 Services 2 Commercial 010 Accounting 011 Comfort Zone (Inactive) 3 New Construction 015 Sales 012 Mead Royal (Inactive) (Residential) 020 Strategic Planning 013 Holt 4 New Construction 025 Marketing 014 Powers (Commercial) 030 Information Tech. 015 AAA (Inactive) 035 Operations 016 Building Systems Analysis 040 Legal 017 Reese 045 Human Resources 020 AB May 050 Home Warranty 021 Bone (Inactive) 055 Commercial 022 A-1 060 Corporate Admin. 030 Air Professionals 065 Internal Audit 031 Carter 100 HVAC 040 Hamrick Daviston 150 HVAC Installation 050 Tidewater 180 Solar Heating 051 Simpson 200 Plumbing 060 Davis 250 Plumbing Construction 061 Berkeley 300 Electrical 070 Raleigh 400 Appliance 080 Total 500 HVAC Agreement 090 C&R (Deep South) 600 Home Warranty 091 Arrow 700 Windows 100 Premier 750 Roofing 101 Pest Control - Fayetteville 800 Inspections 102 Pest Control - Alpharetta 900 Termite 103 Pest Control - Conyers 910 Pest Control 104 Pest Control - Columbus 20 Pretreat 110 Chilltrol 930 Renewal (Termite/Pest) 120 Frederick 999 Other Page 1 of 14

"R.S. Andrews Services, Inc " YEAR 2002 CHART OF ACCOUNTS Cash 010-0-000-0000-000 Untranslated 010-0-000-1010-000 Cash 010-0-000-1010-001 Cash - Nations Bank - Operating 010-0-000-1010-002 Cash - Nations Bank - Payroll 010-0-000-1010-003 Cash - 010-0-000-1010-004 Cash - 010-0-000-1010-005 Cash - 010-0-000-1010-006 Cash - 010-0-000-1010-007 Cash - 010-0-000-1010-008 Cash - Short-Term Investments 010-0-000-1020-000 Short Term Investments Accounts Receivable 010-0-000-1030-000 Accounts Receivable 010-0-000-1031-000 A/R Reserve 010-0-000-1040-000 Receivable from Supplier 010-0-000-1050-000 Co-op Advertising Receivable 010-0-000-1060-000 Accounts Receivable - Other 010-0-000-1100-000 Rel. Party Rec. - RS Andrews Enterprises 010-0-000-1100-010 Rel. Party Rec. - Services 010-0-000-1100-013 Rel. Party Rec. - RSA Columbus 010-0-000-1100-014 Rel. Party Rec. - Powers 010-0-000-1100-016 Rel. Party Rec. - BSA 010-0-000-1100-020 Rel. Party Rec. - AB May 010-0-000-1100-022 Rel. Party Rec. - A-1 010-0-000-1100-030 Rel. Party Rec. - RSA Knoxville 010-0-000-1100-040 Rel. Party Rec. - Hamrick Daviston 010-0-000-1100-050 Rel. Party Rec. - Tidewater 010-0-000-1100-060 Rel. Party Rec. - Davis 010-0-000-1100-061 Rel. Party Rec. - Berkeley 010-0-000-1100-070 Rel. Party Rec. - Raleigh Air 010-0-000-1100-080 Rel. Party Rec. - Total 010-0-000-1100-090 Rel. Party Rec. - CNR 010-0-000-1100-110 Rel. Party Rec. - Chilltrol 010-0-000-1100-101 Rel. Party Rec. - RSA Termite/PC - Fayetteville 010-0-000-1100-102 Rel. Party Rec. - RSA Termite/PC - Alpharetta 010-0-000-1100-103 Rel. Party Rec. - RSA Termite/PC - Conyers 010-0-000-1100-105 Rel. Party Rec. - RSA Termite/PC - Columbus 010-0-000-1115-000 Rel. Party Rec. - Premier Software Inventory 010-0-000-1200-000 Inventory 010-0-000-1205-000 Inventory-Reserve 010-0-000-1210-000 Inventory-Work in Process Prepaid Expenses 010-0-000-1300-000 Prepaids 010-0-000-1305-000 Prepaids - Insurance 010-0-000-1310-000 Prepaids - Commissions Page 2 of 14

010-0-000-1315-000 Prepaids - Rent 010-0-000-1320-000 Prepaids - Advertising 010-0-000-1325-000 Prepaids - D & O Insurance 010-0-000-1370-000 Prepaids - Federal Income Tax 010-0-000-1375-000 Prepaids - State Income Tax Long-Term Investments 010-0-000-1125-010 Investment in Subsidiary - Services 010-0-000-1125-013 Investment in Subsidiary - RSA Columbus 010-0-000-1125-020 Investment in Subsidiary - AB May 010-0-000-1125-022 Investment in Subsidiary - A-1 010-0-000-1125-030 Investment in Subsidiary - RSA Knoxville 010-0-000-1125-040 Investment in Subsidiary - Hamrick-Daviston 010-0-000-1125-050 Investment in Subsidiary - Tidewater 010-0-000-1125-060 Investment in Subsidiary - Davis Heating & A/C 010-0-000-1125-061 Investment in Subsidiary - Berkeley Heating Co. 010-0-000-1125-070 Investment in Subsidiary - Raleigh Air 010-0-000-1125-080 Investment in Subsidiary - Total Heat & Air 010-0-000-1125-090 Investment in Subsidiary - CNR 010-0-000-1125-110 Investment in Subsidiary - Chilltrol 010-0-000-1605-000 Investments - GA Plumbing "Property, Plant and Equipment 010-0-000-1400-000 Land 010-0-000-1405-000 Buildings 010-0-000-1410-000 Vehicles 010-0-000-1415-000 Equipment 010-0-000-1420-000 Computer - Hardware 010-0-000-1425-000 Phones 010-0-000-1430-000 Furniture / Fixtures 010-0-000-1435-000 Leasehold Improvements Accumulated Depreciation 010-0-000-1505-000 Accum. Depr. - Building 010-0-000-1510-000 Accum. Depr. - Vehicles 010-0-000-1515-000 Accum. Depr. - Equipment 010-0-000-1520-000 Accum. Depr. - Computer - Hardware 010-0-000-1525-000 Accum. Depr. - Phones 010-0-000-1530-000 Accum. Depr. - Furniture / Fixtures 010-0-000-1535-000 Accum. Depr. - Leasehold Improvements Other Assets 010-0-000-1700-000 Capitalized Acquisition Costs 010-0-000-1705-000 Employee Advances 010-0-000-1710-000 Deposits 010-0-000-1715-000 Deferred Taxes - Current 010-0-000-1720-000 Deferred Taxes - Long Term 010-0-000-1725-000 Deferred Financing Charges 010-0-000-1800-000 Goodwill 010-0-000-1805-000 Goodwill Amortization Page 3 of 14

Accounts Payable 010-0-000-2010-000 Accounts Payable 010-0-000-2050-000 Accounts Payable - Other 010-0-000-2100-000 Accrued Expenses 010-0-000-2105-000 Accrued - Salary 010-0-000-2110-000 Accrued - Commissions 010-0-000-2115-000 Accrued - Comment Cards 010-0-000-2120-000 Accrued - Severance 010-0-000-2125-000 Accrued - Subcontractors 010-0-000-2605-000 Payable to RSE Other Current Liabilities 010-0-000-2200-000 Unearned Revenue 010-0-000-2330-000 Credit Union Withholding 010-0-000-2335-000 401k 010-0-000-2345-000 Chapter 13 Withheld 010-0-000-2350-000 Child Support W/H 010-0-000-2355-000 IRS Levy 010-0-000-2360-000 Garnishment Withheld Taxes Payable 010-0-000-2300-000 Federal Withholding Liability 010-0-000-2305-000 State Withholding Liability 010-0-000-2310-000 FICA Liability 010-0-000-2315-000 FICA Medicare liability 010-0-000-2320-000 FUTA 010-0-000-2325-000 SUTA 010-0-000-2370-000 Federal Income Tax Payable 010-0-000-2375-000 State Income Tax Payable Notes Payable 010-0-000-2400-000 Current Portion - Long Term Obligations Leases Payable (Current) 010-0-000-2405-000 Short Term Leases Long-Term Liabilities 010-0-000-2505-000 Warranty Repair Reserve 010-0-000-2510-000 Long Term Notes 010-0-000-2515-000 Long Term Capital Lease Obligations Common Stock 010-0-000-3015-000 Common Stock Preferred Stock 010-0-000-3040-000 Preferred Stock Additional Paid-in Capital 010-0-000-3060-000 Equity Contribution Receivable 010-0-000-3100-000 Paid In Capital Retained Earnings 010-0-000-3000-000 Retained Earnings Sales 010-1-100-4050-000 Sales - HVAC Residential Page 4 of 14

010-1-150-4050-000 Sales - HVAC Instal. Residential 010-1-180-4050-000 Sales - Solar Heating Residential 010-1-200-4050-000 Sales - Plumbing Residential 010-1-250-4050-000 Sales - Plumbing Construction - Res. 010-1-300-4050-000 Sales - Electrical Residential 010-1-400-4050-000 Sales - Appliance Residential 010-1-500-4050-000 Sales - HVAC Agreement/Planned Maintenance - Res. 010-1-600-4050-000 Sales - Home Warranty 010-1-700-4050-000 Sales - Windows 010-1-750-4050-000 Sales - Roofing 010-1-800-4050-000 Sales - Inspections Residential 010-1-900-4050-000 Sales - Termite Residential 010-1-910-4050-000 Sales - Pest Control Residential 010-1-920-4050-000 Sales - Pretreat Residential 010-1-930-4050-000 Sales - Renewal Residential 010-1-999-4050-000 Sales - Other Residential 010-2-100-4050-000 Sales - HVAC Commercial Spot 010-2-150-4050-000 Sales - HVAC Commercial Install. 010-2-200-4050-000 Sales - Plumbing Commercial 010-2-250-4050-000 Sales - Plumbing Const. Commercial 010-2-300-4050-000 Sales - Electrical Commercial 010-2-400-4050-000 Sales - Appliance Commercial 010-2-500-4050-000 Sales - HVAC Agreement/Planned Maintenance - Comm. 010-2-800-4050-000 Sales - Inspections Commercial 010-2-900-4050-000 Sales - Termite Commercial 010-2-910-4050-000 Sales - Pest Control Commercial 010-2-920-4050-000 Sales - Pretreat Commercial 010-2-930-4050-000 Sales - Renewal Commercial 010-2-999-4050-000 Sales - Other Commercial 010-0-000-4060-000 Refund 010-0-000-4070-000 Discounts Cost of Goods Sold 010-1-100-5000-000 Labor - HVAC Residential 010-1-150-5000-000 Labor - HVAC Instal. Residential 010-1-180-5000-000 Labor - Solar Heating Residential 010-1-200-5000-000 Labor - Plumbing Residential 010-1-250-5000-000 Labor - Plumbing Construction - Res. 010-1-300-5000-000 Labor - Electrical Residential 010-1-400-5000-000 Labor - Appliance Residential 010-1-500-5000-000 Labor - HVAC Agreement/Planned Maintenance - Res. 010-1-600-5000-000 Labor - Home Warranty 010-1-700-5000-000 Labor - Windows 010-1-750-5000-000 Labor - Roofing 010-1-800-5000-000 Labor - Inspections Residential 010-1-900-5000-000 Labor - Termite Residential 010-1-910-5000-000 Labor - Pest Control Residential 010-1-920-5000-000 Labor - Pretreat Residential 010-1-930-5000-000 Labor - Renewal Residential 010-1-999-5000-000 Labor - Other Residential 010-2-100-5000-000 Labor - HVAC Commercial Spot 010-2-150-5000-000 Labor - HVAC Commercial Install. 010-2-200-5000-000 Labor - Plumbing Commercial 010-2-250-5000-000 Labor - Plumbing Const. Commercial 010-2-300-5000-000 Labor - Electrical Commercial 010-2-400-5000-000 Labor - Appliance Commercial Page 5 of 14

010-2-500-5000-000 Labor - HVAC Agreement/Planned Maintenance - Comm. 010-2-800-5000-000 Labor - Inspections Commercial 010-2-900-5000-000 Labor - Termite Commercial 010-2-910-5000-000 Labor - Pest Control Commercial 010-2-920-5000-000 Labor - Pretreat Commercial 010-2-930-5000-000 Labor - Renewal Commercial 010-2-999-5000-000 Labor - Other Commercial 010-1-100-5100-000 Materials - HVAC Residential 010-1-150-5100-000 Materials - HVAC Instal. Residential 010-1-180-5100-000 Materials - Solar Heating Residential 010-1-200-5100-000 Materials - Plumbing Residential 010-1-250-5100-000 Materials - Plumbing Construction - Res. 010-1-300-5100-000 Materials - Electrical Residential 010-1-400-5100-000 Materials - Appliance Residential 010-1-500-5100-000 Materials - HVAC Agreement/Planned Maint. - Res. 010-1-600-5100-000 Materials - Home Warranty 010-1-700-5100-000 Materials - Windows 010-1-750-5100-000 Materials - Roofing 010-1-800-5100-000 Materials - Inspections Residential 010-1-900-5100-000 Materials - Termite Residential 010-1-910-5100-000 Materials - Pest Control Residential 010-1-920-5100-000 Materials - Pretreat Residential 010-1-930-5100-000 Materials - Renewal Residential 010-1-999-5100-000 Materials - Other Residential 010-2-100-5100-000 Materials - HVAC Commercial Spot 010-2-150-5100-000 Materials - HVAC Commercial Install. 010-2-200-5100-000 Materials - Plumbing Commercial 010-2-250-5100-000 Materials - Plumbing Const. Commercial 010-2-300-5100-000 Materials - Electrical Commercial 010-2-400-5100-000 Materials - Appliance Commercial 010-2-500-5100-000 Materials - HVAC Agreement/Planned Maint. - Comm. 010-2-800-5100-000 Materials - Inspections Commercial 010-2-900-5100-000 Materials - Termite Commercial 010-2-910-5100-000 Materials - Pest Control Commercial 010-2-920-5100-000 Materials - Pretreat Commercial 010-2-930-5100-000 Materials - Renewal Commercial 010-2-999-5100-000 Materials - Other Commercial 010-1-100-5200-000 Vacation/Holiday - HVAC Residential 010-1-150-5200-000 Vacation/Holiday - HVAC Instal. Residential 010-1-180-5200-000 Vacation/Holiday - Solar Heating Residential 010-1-200-5200-000 Vacation/Holiday - Plumbing Residential 010-1-250-5200-000 Vacation/Holiday - Plumbing Construction - Res. 010-1-300-5200-000 Vacation/Holiday - Electrical Residential 010-1-400-5200-000 Vacation/Holiday - Appliance Residential 010-1-500-5200-000 Vacation/Holiday - HVAC Agree./Planned Maint. - Res. 010-1-600-5200-000 Vacation/Holiday - Home Warranty 010-1-700-5200-000 Vacation/Holiday - Windows 010-1-750-5200-000 Vacation/Holiday - Roofing 010-1-900-5200-000 Vacation/Holiday - Termite Residential 010-1-910-5200-000 Vacation/Holiday - Pest Control Residential 010-1-920-5200-000 Vacation/Holiday - Pretreat Residential 010-1-930-5200-000 Vacation/Holiday - Renewal Residential 010-1-999-5200-000 Vacation/Holiday - Other Residential 010-2-100-5200-000 Vacation/Holiday - HVAC Commercial Spot 010-2-150-5200-000 Vacation/Holiday - HVAC Commercial Install. 010-2-200-5200-000 Vacation/Holiday - Plumbing Commercial Page 6 of 14

010-2-250-5200-000 Vacation/Holiday - Plumbing Const. Commercial 010-2-500-5200-000 Vacation/Holiday - HVAC Agree./Planned Maint. - Comm 010-2-900-5200-000 Vacation/Holiday - Termite Commercial 010-2-910-5200-000 Vacation/Holiday - Pest Control Commercial 010-2-920-5200-000 Vacation/Holiday - Pretreat Commercial 010-2-930-5200-000 Vacation/Holiday - Renewal Commercial 010-2-999-5200-000 Vacation/Holiday - Other Commercial 010-1-100-5210-000 Overtime - HVAC Residential 010-1-150-5210-000 Overtime - HVAC Instal. Residential 010-1-180-5210-000 Overtime - Solar Heating Residential 010-1-200-5200-000 Overtime - Plumbing Residential 010-1-250-5210-000 Overtime - Plumbing Construction - Res. 010-1-300-5200-000 Overtime - Electrical Residential 010-1-400-5210-000 Overtime - Appliance Residential 010-1-500-5210-000 Overtime - HVAC Agreement/Planned Maintenance - Res. 010-1-600-5210-000 Overtime - Home Warranty 010-1-700-5210-000 Overtime - Windows 010-1-750-5200-000 Overtime - Roofing 010-1-900-5210-000 Overtime - Termite Residential 010-1-910-5210-000 Overtime - Pest Control Residential 010-1-920-5210-000 Overtime - Pretreat Residential 010-1-930-5210-000 Overtime - Renewal Residential 010-1-999-5210-000 Overtime - Other Residential 010-2-100-5210-000 Overtime - HVAC Commercial Spot 010-2-150-5210-000 Overtime - HVAC Commercial Install. 010-2-200-5210-000 Overtime - Plumbing Commercial 010-2-250-5210-000 Overtime - Plumbing Const. Commercial 010-2-500-5210-000 Overtime - HVAC Agreement/Planned Maint. - Comm. 010-2-900-5210-000 Overtime - Termite Commercial 010-2-910-5210-000 Overtime - Pest Control Commercial 010-2-920-5210-000 Overtime - Pretreat Commercial 010-2-930-5210-000 Overtime - Renewal Commercial 010-2-999-5210-000 Overtime - Other Commercial 010-1-100-5290-000 Payroll Taxes - HVAC Residential 010-1-150-5290-000 Payroll Taxes - HVAC Instal. Residential 010-1-180-5290-000 Payroll Taxes - Solar Heating Residential 010-1-200-5290-000 Payroll Taxes - Plumbing Residential 010-1-250-5290-000 Payroll Taxes - Plumbing Construction - Res. 010-1-300-5290-000 Payroll Taxes - Electrical Residential 010-1-400-5290-000 Payroll Taxes - Appliance Residential 010-1-500-5290-000 Payroll Taxes - HVAC Agreement/Planned Maint. - Res. 010-1-600-5290-000 Payroll Taxes - Home Warranty 010-1-700-5290-000 Payroll Taxes - Windows 010-1-750-5290-000 Payroll Taxes - Roofing 010-1-900-5290-000 Payroll Taxes - Termite Residential 010-1-910-5290-000 Payroll Taxes - Pest Control Residential 010-1-920-5290-000 Payroll Taxes - Pretreat Residential 010-1-930-5290-000 Payroll Taxes - Renewal Residential 010-1-999-5290-000 Payroll Taxes - Other Residential 010-2-100-5290-000 Payroll Taxes - HVAC Commercial Spot 010-2-150-5290-000 Payroll Taxes - HVAC Commercial Install. 010-2-200-5290-000 Payroll Taxes - Plumbing Commercial 010-2-250-5290-000 Payroll Taxes - Plumbing Const. Commercial 010-2-500-5290-000 Payroll Taxes - HVAC Agree./Planned Maint. - Comm. 010-2-900-5290-000 Payroll Taxes - Termite Commercial 010-2-910-5290-000 Payroll Taxes - Pest Control Commercial Page 7 of 14

010-2-920-5290-000 Payroll Taxes - Pretreat Commercial 010-2-930-5290-000 Payroll Taxes - Renewal Commercial 010-2-999-5290-000 Payroll Taxes - Other Commercial 010-1-100-5300-000 Subcontractor - HVAC Residential 010-1-150-5300-000 Subcontractor - HVAC Instal. Residential 010-1-180-5300-000 Subcontractor - Solar Heating Residential 010-1-200-5300-000 Subcontractor - Plumbing Residential 010-1-250-5300-000 Subcontractor - Plumbing Construction - Res. 010-1-300-5300-000 Subcontractor - Electrical Residential 010-1-400-5300-000 Subcontractor - Appliance Residential 010-1-500-5300-000 Suncontractor - HVAC Agreement/Planned Maint. - Res. 010-1-600-5300-000 Subcontractor - Home Warranty 010-1-600-5300-001 Subcontractor - Home Warranty 010-1-700-5300-000 Subcontractor - Windows 010-1-750-5300-000 Subcontractor - Roofing 010-1-999-5300-000 Subcontractor - Other Residential 010-2-100-5300-000 Subcontractor - HVAC Service Commercial Spot 010-2-150-5300-000 Subcontractor - HVAC Commercial Install. 010-2-200-5300-000 Subcontractor - Plumbing Commercial 010-2-250-5300-000 Subcontractor - Plumbing Const. Commercial 010-2-999-5300-000 Subcontractor - Other Commercial 010-1-100-5400-000 Commissions - HVAC Residential 010-1-150-5400-000 Commissions - HVAC Instal. Residential 010-1-180-5400-000 Commissions - Solar Heating Residential 010-1-200-5400-000 Commissions - Plumbing Residential 010-1-250-5400-000 Commissions - Plumbing Construction - Res. 010-1-300-5400-000 Commissions - Electrical Residential 010-1-400-5400-000 Commissions - Appliance Residential 010-1-500-5400-000 Commissions - HVAC Agreement/Planned Maint. - Res. 010-1-600-5400-000 Commissions - Home Warranty 010-1-700-5400-000 Commissions - Windows 010-1-750-5400-000 Commissions - Roofing 010-1-800-5400-000 Commissions - Inspections Residential 010-1-900-5400-000 Commissions - Termite Residential 010-1-910-5400-000 Commissions - Pest Control Residential 010-1-920-5400-000 Commissions - Pretreat Residential 010-1-930-5400-000 Commissions - Renewal Residential 010-1-999-5400-000 Commissions - Other Residential 010-2-100-5400-000 Commissions - HVAC Commercial Spot 010-2-150-5400-000 Commissions - HVAC Commercial Install. 010-2-200-5400-000 Commissions - Plumbing Commercial 010-2-250-5400-000 Commissions - Plumbing Const. Commercial 010-2-500-5400-000 Commissions - HVAC Agree./Planned Maint. - Comm. 010-2-800-5400-000 Commissions - Inspections Commercial 010-2-900-5400-000 Commissions - Termite Commercial 010-2-910-5400-000 Commissions - Pest Control Commercial 010-2-920-5400-000 Commissions - Pretreat Commercial 010-2-930-5400-000 Commissions - Renewal Commercial 010-2-999-5400-000 Commissions - Other Commercial 010-1-100-5500-000 Vehicle Gas/Oil - HVAC Residential 010-1-150-5500-000 Vehicle Gas/Oil - HVAC Instal. Res. 010-1-180-5500-000 Vehicle Gas/Oil - Solar Heating Res. 010-1-200-5500-000 Vehicle Gas/Oil - Plumbing Residential 010-1-250-5500-000 Vehicle Gas/Oil/ - Plumbing Const. Res. 010-1-300-5500-000 Vehicle Gas/Oil - Electrical Residential 010-1-400-5500-000 Vehicle Gas/Oil - Appliance Residential Page 8 of 14

010-1-500-5500-000 Vehicle Gas/Oil - HVAC Agree./Plan'd Maint. - Res. 010-1-600-5500-000 Vehicle Gas/Oil - Home Warranty 010-1-700-5500-000 Vehicle Gas/Oil - Windows 010-1-750-5500-000 Vehicle Gas/Oil - Roofing 010-1-800-5500-000 Vehicle Gas/Oil - Inspections Res. 010-1-900-5500-000 Vehicle Gas/Oil - Termite Residential 010-1-910-5500-000 Vehicle Gas/Oil - Pest Control Residential 010-1-920-5500-000 Vehicle Gas/Oil - Pretreat Residential 010-1-930-5500-000 Vehicle Gas/Oil - Renewal Residential 010-1-999-5500-000 Vehicle Gas/Oil - Other Residential 010-2-100-5500-000 Vehicle Gas/Oil - HVAC Comm. Spot 010-2-150-5500-000 Vehicle Gas/Oil - HVAC Comm. Install. 010-2-200-5500-000 Vehicle Gas/Oil - Plumbing Commercial 010-2-250-5500-000 Vehicle Gas/Oil - Plumbing Const. Comm. 010-2-500-5500-000 Vehicle Gas/Oil - HVAC Agree./Plan'd Maint. - Comm. 010-2-800-5500-000 Vehicle Gas/Oil - Inspections Commercial 010-2-900-5500-000 Vehicle Gas/Oil - Termite Commercial 010-2-910-5500-000 Vehicle Gas/Oil - Pest Control Commercial 010-2-920-5500-000 Vehicle Gas/Oil - Pretreat Commercial 010-2-930-5500-000 Vehicle Gas/Oil - Renewal Commercial 010-2-999-5500-000 Vehicle Gas/Oil - Other Commercial 010-1-100-5505-000 Vehicle Maintenance and Repair - HVAC Residential 010-1-150-5505-000 Vehicle Maintenace and Repair - HVAC Instal. Res. 010-1-180-5505-000 Vehicle Maint/Repair - Solar Heating Res. 010-1-200-5505-000 Vehicle Maint/Repair - Plumbing Residential 010-1-250-5505-000 Vehicle Maint/Repair - Plumbing Const. Res. 010-1-300-5505-000 Vehicle Maint/Repair - Electrical Residential 010-1-400-5505-000 Vehicle Maint/Repair - Appliance Residential 010-1-500-5505-000 Vehicle Maint/Repair - HVAC Agree./Plan'd Maint. - Res. 010-1-600-5505-000 Vehicle Maintenance and Repair - Home Warranty 010-1-700-5505-000 Vehicle Maint/Repair - Windows 010-1-750-5505-000 Vehicle Maint/Repair - Roofing 010-1-800-5505-000 Vehicle Maint/Repair - Inspections Res. 010-1-900-5505-000 Vehicle Maint/Repair - Termite Residential 010-1-910-5505-000 Vehicle Maint/Repair - Pest Control Residential 010-1-920-5505-000 Vehicle Maint/Repair - Pretreat Residential 010-1-930-5505-000 Vehicle Maint/Repair - Renewal Residential 010-1-999-5505-000 Vehicle Maint/Repair - Other Residential 010-2-100-5505-000 Vehicle Maint/Repair - HVAC Comm. Spot 010-2-150-5505-000 Vehicle Maint/Repair - HVAC Comm. Install. 010-2-200-5505-000 Vehicle Maint/Repair - Plumbing Commercial 010-2-250-5505-000 Vehicle Maint/Repair - Plumbing Const. Comm. 010-2-500-5505-000 Vehicle Maint/Repair - HVAC Agree./Plan'd Maint. - Comm. 010-2-800-5505-000 Vehicle Maint/Repair - Inspections Commercial 010-2-900-5505-000 Vehicle Maint/Repair - Termite Commercial 010-2-910-5505-000 Vehicle Maint/Repair - Pest Control Commercial 010-2-920-5505-000 Vehicle Maint/Repair - Pretreat Commercial 010-2-930-5505-000 Vehicle Maint/Repair - Renewal Commercial 010-2-999-5505-000 Vehicle Maint/Repair - Other Commercial 010-1-100-5510-000 Vehicle Operating Lease - HVAC Residential 010-1-150-5510-000 Vehicle Operating Lease - HVAC Instal. Res. 010-1-180-5510-000 Vehicle Operating Lease - Solar Heating Res. 010-1-200-5510-000 Vehicle Operating Lease - Plumbing Residential 010-1-250-5510-000 Vehicle Operating Lease - Plumbing Const. Res. 010-1-300-5510-000 Vehicle Operating Lease - Electrical Residential 010-1-400-5510-000 Vehicle Operating Lease - Appliance Residential Page 9 of 14

010-1-500-5510-000 Vehicle Operating Lease - HVAC Agree./Plan'd Maint. - Res. 010-1-600-5510-000 Vehicle Operating Lease - Home Warranty 010-1-700-5510-000 Vehicle Operating Lease - Windows 010-1-750-5510-000 Vehicle Operating Lease - Roofing 010-1-800-5510-000 Vehicle Operating Lease - Inspections Res. 010-1-900-5510-000 Vehicle Operating Lease - Termite Residential 010-1-910-5510-000 Vehicle Operating Lease - Pest Control Residential 010-1-920-5510-000 Vehicle Operating Lease - Pretreat Residential 010-1-930-5510-000 Vehicle Operating Lease - Renewal Residential 010-1-999-5510-000 Vehicle Operating Lease - Other Residential 010-2-100-5510-000 Vehicle Operating Lease - HVAC Comm. Spot 010-2-150-5510-000 Vehicle Operating Lease - HVAC Comm. Install. 010-2-200-5510-000 Vehicle Operating Lease - Plumbing Commercial 010-2-250-5510-000 Vehicle Operating Lease - Plumbing Const. Comm. 010-2-500-5510-000 Vehicle Operat'g Lease - HVAC Agree./Plan'd Maint. - Comm. 010-2-800-5510-000 Vehicle Operating Lease - Inspections Commercial 010-2-900-5510-000 Vehicle Operating Lease - Termite Commercial 010-2-910-5510-000 Vehicle Operating Lease - Pest Control Commercial 010-2-920-5510-000 Vehicle Operating Lease - Pretreat Commercial 010-2-930-5510-000 Vehicle Operating Lease - Renewal Commercial 010-2-999-5510-000 Vehicle Operating Lease - Other Commercial 010-1-100-5520-000 Vehicle Tags/License - HVAC Residential 010-1-150-5520-000 Vehicle Tags/License - HVAC Instal. Res. 010-1-180-5520-000 Vehicle Tags/License - Solar Heating Res. 010-1-200-5520-000 Vehicle Tags/License - Plumbing Residential 010-1-250-5520-000 Vehicle Tags/License - Plumbing Const. Res. 010-1-300-5520-000 Vehicle Tags/License - Electrical Residential 010-1-400-5520-000 Vehicle Tags/License - Appliance Residential 010-1-500-5520-000 Vehicle Tags/License - HVAC Agree./Planned Maint. - Res. 010-1-600-5520-000 Vehicle Tags/License - Home Warranty 010-1-700-5520-000 Vehicle Tags/License - Windows 010-1-750-5520-000 Vehicle Tags/License - Roofing 010-1-800-5520-000 Vehicle Tags/License - Inspections Res. 010-1-900-5520-000 Vehicle Tags/License - Termite Residential 010-1-910-5520-000 Vehicle Tags/License - Pest Control Residential 010-1-920-5520-000 Vehicle Tags/License - Pretreat Residential 010-1-930-5520-000 Vehicle Tags/License - Renewal Residential 010-1-999-5520-000 Vehicle Tags/License - Other Residential 010-2-100-5520-000 Vehicle Tags/License - HVAC Comm. Spot 010-2-150-5520-000 Vehicle Tags/License - HVAC Comm. Install. 010-2-200-5520-000 Vehicle Tags/License - Plumbing Commercial 010-2-250-5520-000 Vehicle Tags/License - Plumbing Const. Comm. 010-2-500-5520-000 Vehicle Tags/License - HVAC Agree./Planned Maint. - Comm. 010-2-800-5520-000 Vehicle Tags/License - Inspections Commercial 010-2-900-5520-000 Vehicle Tags/License - Termite Commercial 010-2-910-5520-000 Vehicle Tags/License - Pest Control Commercial 010-2-920-5520-000 Vehicle Tags/License - Pretreat Commercial 010-2-930-5520-000 Vehicle Tags/License - Renewal Commercial 010-2-999-5520-000 Vehicle Tags/License - Other Commercial 010-1-100-5600-000 Insurance - Worker's Comp - HVAC Residential 010-1-150-5600-000 Insurance - Worker's Comp - HVAC Instal. Res. 010-1-180-5600-000 Insurance - Worker's Comp - Solar Heating Res. 010-1-200-5600-000 Insurance - Worker's Comp - Plumbing Residential 010-1-250-5600-000 Insurance - Worker's Comp - Plumbing Const. Res. 010-1-300-5600-000 Insurance - Worker's Comp - Electrical Residential 010-1-400-5600-000 Insurance - Worker's Comp - Appliance Residential Page 10 of 14

010-1-500-5600-000 Insurance - Worker's Comp - HVAC Agree./Plan'd Maint. - Res. 010-1-600-5600-000 Insurance - Worker's Comp - Home Warranty 010-1-700-5600-000 Insurance - Worker's Comp - Windows 010-1-750-5600-000 Insurance - Worker's Comp - Roofing 010-1-800-5600-000 Insurance - Worker's Comp - Inspections Res. 010-1-900-5600-000 Insurance - Worker's Comp - Termite Residential 010-1-910-5600-000 Insurance - Worker's Comp - Pest Control Residential 010-1-920-5600-000 Insurance - Worker's Comp - Pretreat Residential 010-1-930-5600-000 Insurance - Worker's Comp - Renewal Residential 010-1-999-5600-000 Insurance - Worker's Comp - Other Residential 010-2-100-5600-000 Insurance - Worker's Comp - HVAC Comm. Spot 010-2-150-5600-000 Insurance - Worker's Comp - HVAC Comm. Install. 010-2-200-5600-000 Insurance - Worker's Comp - Plumbing Commercial 010-2-250-5600-000 Insurance - Worker's Comp - Plumbing Const. Comm. 010-2-500-5600-000 Insurance - Worker's Comp - HVAC Agree./Plan'd Maint. - Comm. 010-2-800-5600-000 Insurance - Worker's Comp - Inspections Commercial 010-2-900-5600-000 Insurance - Worker's Comp - Termite Commercial 010-2-910-5600-000 Insurance - Worker's Comp - Pest Control Commercial 010-2-920-5600-000 Insurance - Worker's Comp - Pretreat Commercial 010-2-930-5600-000 Insurance - Worker's Comp - Renewal Commercial 010-2-999-5600-000 Insurance - Worker's Comp - Other Commercial SG&A Expense 010-0-000-6000-000 Advertising 010-0-000-6005-000 Advertising - Co-op Credits 010-0-000-6010-000 Advertising - Marketing 010-0-000-6015-000 Advertising - Promotion 010-0-000-6020-000 Advertising - Promotion Radio 010-0-000-6025-000 Advertising - TV 010-0-000-6030-000 Advertising - Yellow Pages 010-0-000-6100-000 Communications - Answering Service 010-0-000-6105-000 Communications - Beepers / Cell Phone 010-0-000-6110-000 Communications - Equipment Repair 010-0-000-6115-000 Communications - Mobile Radios 010-0-000-6120-000 Communications - Telephone Charges 010-0-000-6200-000 Amortization Exp. - Goodwill 010-0-000-6205-000 Depreciation Exp. - Building 010-0-000-6210-000 Depreciation Exp. - Vehicles 010-0-000-6215-000 Depreciation Exp. - Equipment 010-0-000-6220-000 Depreciation Exp. - Computer - Hardware 010-0-000-6225-000 Depreciation Exp. - Phones 010-0-000-6230-000 Depreciation Exp. - Furniture & Fixtures 010-0-000-6235-000 Depreciation Exp. - Leasehold 010-0-000-6300-000 Insurance - Deductible/Direct Pay 010-0-000-6305-000 Insurance - Health/Dental/Life/Disability 010-0-000-6310-000 Insurance - Officer 010-0-000-6315-000 Insurance - Other 010-0-000-6320-000 Insurance - Package 010-0-000-6325-000 Insurance - W/C 010-0-000-6330-000 Insurance - Vehicle 010-0-000-6400-000 Salaries 010-0-000-6405-000 Salaries - Accounting 010-0-000-6410-000 Salaries - Administrative 010-0-000-6415-000 Salaries - Customer Service 010-0-000-6420-000 Salaries - Dispatch 010-0-000-6425-000 Salaries - Enterprises Page 11 of 14

010-0-000-6430-000 Salaries - Fleet / Garage / Warehouse 010-0-000-6435-000 Salaries - Jury Duty 010-0-000-6440-000 Salaries - Part Time 010-0-000-6445-000 Salaries - Severance 010-0-000-6450-000 Salaries - Telemarketing 010-0-000-6500-000 401k Fees 010-0-000-6510-000 401k Matching 010-0-000-6520-000 Payroll Taxes 010-0-000-6600-000 Employee Miscellaneous Benefits 010-0-000-6605-000 Employee Relocation 010-0-000-6610-000 Meals & Entertainment 010-0-000-6615-000 Payroll Service Fees 010-0-000-6620-000 Travel Expenses 010-0-000-6625-000 Uniforms 010-0-000-6700-000 Office Equipment 010-0-000-6705-000 Office Equipment Lease/Rental 010-0-000-6710-000 Office Equipment Repair & Maintenance 010-0-000-6715-000 Office Supplies 010-0-000-6800-000 Rent - Building 010-0-000-6805-000 Repairs & Maintenance - Building 010-0-000-6810-000 Utilities 010-0-000-6900-000 Audit Fees 010-0-000-6905-000 Consulting 010-0-000-6910-000 Directors Fees 010-0-000-6915-000 Legal Fees 010-0-000-6920-000 Recruiting Fees 010-0-000-7000-000 Bad Debt Expense 010-0-000-7010-000 Bank/Credit Card Fees 010-0-000-7020-000 Comment Cards 010-0-000-7030-000 Credit Report Fees 010-0-000-7040-000 Customer Damage 010-0-000-7050-000 Product Warranty 010-0-000-7060-000 Settlements / Claims 010-0-000-7070-000 Vendor Finance Charge 010-0-000-7100-000 Business Licenses 010-0-000-7105-000 Permits 010-0-000-7110-000 Personal Property Taxes 010-0-000-7200-000 Computer Lease Expense 010-0-000-7205-000 Software 010-0-000-7210-000 Software Support 010-0-000-7300-000 Equipment and Tool Rental 010-0-000-7305-000 Heavy Equipment Repair & Maintenance 010-0-000-7310-000 Shop Supplies - Small Tools 010-0-000-7400-000 Auto Mileage Reimbursement 010-0-000-7450-000 Freight 010-0-000-7500-000 Postage 010-0-000-7550-000 Contributions 010-0-000-7600-000 Due Diligence Expense 010-0-000-7650-000 Dues / Subscriptions 010-0-000-7700-000 Training 010-0-000-7750-000 Miscellaneous Expense 010-0-000-7900-000 Corporate Administration Charge Interest Expense 010-0-000-9100-000 Interest Expense 010-0-000-9105-000 Interest Expense - Mortgage Page 12 of 14

Tax Expense 010-0-000-9200-000 Tax Penalties 010-0-000-9205-000 Federal Income Tax Expense 010-0-000-9210-000 State Income Tax Expense Other Income 010-0-000-9300-000 Miscellaneous Income 010-0-000-9305-000 Interest Income Gain/Loss on Asset Disposal 010-0-000-9400-000 Loss/(Gain) on Asset Disposal Page 13 of 14

Page 14 of 14

Exhibit F-14 Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION Line Item Total Electric No. (a) (b) (c) 1 UTILITY PLANT 2 In Service 3 Plant in Service (Classified) $3,088,359,341 Same 4 Property Under Capital Leases as 5 Plant Purchased or Sold Total 6 Completed Construction not Classified 7 Experimental Plant Unclassified 8 TOTAL (Enter Total of lines 3 thru 7) 3,088,359,341 9 Leased to Others 10 Held for Future Use 657,178 11 Construction Work in Progress 10,529,270 12 Acquisition Adjustments 13 TOTAL Utility Plant (Enter Total of lines 8 thru 12) 3,099,545,789 14 Accum. Prov. for Depr., Amort., & Depl. 1,184,173,892 15 Net Utility Plant (Enter total of line 13 less 14) $1,915,371,897 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION 17 In Service: 18 Depreciation $1,173,660,209 19 Amort. and Depl. of Producing Natural Gas Land and Land Rights 20 Amort. of Underground Storage Land and Land Rights 21 Amort. of Other Utility Plant 10,513,683 22 TOTAL in Service (Enter Total of lines 18 thru 21) 1,184,173,892 23 Leased to Others 24 Depreciation 25 Amortization and Depletion 26 TOTAL Leased to Others (Enter Total of lines 24 and 25) 27 Held for Future Use 28 Depreciation 29 Amortization 30 TOTAL Held for Future Use (Enter Total of lines 28 and 29) 31 Abandonment of Leases (Natural Gas) 32 Amort. of Plant Acquisition Adjustment 33 TOTAL Accumulated Provisions (Should agree with line 14 above) (Enter Total of lines 22, 26, 30, 31, and 32) $1,184,173,892 FERC FORM NO. 1 (ED. 12-89) Page 200

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) 1. Report below the costs incurred for nuclear fuel arrangements, attach a statement showing the materials in process of fabrication, on hand, in reactor, amount of nuclear fuel leased, the quantity used and and in cooling; owned by the respondent. quantity on hand, and the costs incurred under such 2. If the nuclear fuel stock is obtained under leasing leasing arrangements. Changes During Year Line Description of Item Balance No. Beginning of Year Additions (a) (b) (c) 1 Nuclear Fuel in Process of Refinement, Conversion, Enrichment & Fabrication (120.1) 2 Fabrication 3 Nuclear Materials $0 $41,363,353 4 Allowance for Funds Used during Construction 2,181 420,947 5 Other Overhead Construction Costs 142,767 697,195 6 SUBTOTAL (Enter Total of lines 2 thru 5) 144,948 7 Nuclear Fuel Materials and Assemblies 8 In Stock (120.2) 0 0 9 In Reactor (120.3) 105,348,086 0 10 SUBTOTAL (Enter Total of lines 8 and 9) 105,348,086 11 Spent Nuclear Fuel (120.4) 192,713,742 0 12 Nuclear Fuel Under Capital Leases (120.6) 13 (Less) Accum. Prov. for Amortization of Nuclear Fuel Assemblies (120.5) 232,590,371 0 14 TOTAL Nuclear Fuel Stock (Enter Total lines 6, 10, 11 and 12 less line 13) $65,616,405 15 Estimated Net Salvage Value of Nuclear Materials in line 9 16 Estimated Net Salvage Value of Nuclear Materials in line 11 17 Estimated Net Salvage Value of Nuclear Materials in Chemical Processing 18 Nuclear Materials Held for Sale (157) 19 Uranium 20 Plutonium 21 Other 22 TOTAL Nuclear Materials Held for Sale (Enter Total of lines 19, 20 and 21) FERC FORM NO. 1 (ED. 12-89) Page 202

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 NUCLEAR FUEL MATERIALS (Accounts 120.1 through 120.6 and 157) (Continued) Changes During the Year Other Reductions Balance Line Amortization (Explain in a footnote) End of Year No. (d) (e) (f) 1 2 $41,363,353 3 423,128 4 839,962 5 42,626,443 6 7 0 8 105,348,086 9 105,348,086 10 192,713,742 11 12 $36,177,859 268,768,230 13 $71,920,041 14 15 16 17 18 19 20 21 22 FERC FORM NO. 1 (ED. 12-89) Page 203

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) 1. Report below the original cost of electric plant in ser- in column (c) . Also to be included in column (c) are vice according to the prescribed accounts. entries for reversals of tentative distributions of prior 2. In addition to Account 101, Electric Plant in Service year reported in column (b). Likewise, if the respondent (Classified), this page and the next include Account 102, has a significant amount of plant retirements which have Electric Plant Purchased or Sold; Account 103, Experimental not been classified to primary accounts at the end of Electric Plant Unclassified; and Account 106, Completed the year, include in column (d) a tentative distribution of Construction Not Classified - Electric. such retirements, on an estimated basis, with 3. Include in column (c) or (d), as appropriate, corrections appropriate contra entry to the account for accumulated of additions and retirements for the current or preceding year. depreciation provision. Include also in column (d) re- 4. Enclose in parentheses credit adjustments of plant versals of tentative distributions of prior year of accounts to indicate the negative effect of such accounts. unclassified retirements. Show in a footnote the account 5. Classify Account 106 according to prescribed accounts, distributions of these tentative classifications in columns on an estimated basis if necessary, and include the entries (c) and (d), including the reversals of the prior years Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 1 1. INTANGIBLE PLANT 2 (301) Organization 3 (302) Franchises and Consents 4 (303) Miscellaneous Intangible Plant $15,387,887 $1,367,671 5 TOTAL Intangible Plant (Enter Total of lines 2, 3, and 4) 15,387,887 1,367,671 6 2. PRODUCTION PLANT 7 A. Steam Production Plant 8 (310) Land and Land Rights 9 (311) Structures and Improvements 10 (312) Boiler Plant Equipment 11 (313) Engines and Engine-Driven Generators 12 (314) Turbogenerator Units 13 (315) Accessory Electric Equipment 14 (316) Misc. Power Plant Equipment 15 TOTAL Steam Production Plant (Enter Total of lines 8 thru 14) 16 B. Nuclear Production Plant 17 (320) Land and Land Rights 7,258,691 18 (321) Structures and Improvements 868,941,236 2,434,524 19 (322) Reactor Plant Equipment 1,381,122,287 1,950,227 20 (323) Turbogenerator Units 361,051,392 949,238 21 (324) Accessory Electric Equipment 289,359,820 598,068 22 (325) Misc. Power Plant Equipment 133,538,212 2,712,742 23 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 22) 3,041,271,638 8,644,799 24 C. Hydraulic Production Plant 25 (330) Land and Land Rights 26 (331) Structures and Improvements 27 (332) Reservoirs, Dams, and Waterways 28 (333) Water Wheels, Turbines, and Generators 29 (334) Accessory Electric Equipment 30 (335) Misc. Power Plant Equipment 31 (336) Roads, Railroads, and Bridges 32 TOTAL Hydraulic Production Plant (Enter Total of lines 25 thru 31) 33 D. Other Production Plant 34 (340) Land and Land Rights 35 (341) Structures and Improvements 36 (342) Fuel Holders, Products, and Accessories 37 (343) Prime Movers 38 (344) Generators 39 (345) Accessory Electric Equipment FERC FORM NO. 1 (ED. 12-89) Page 204

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Accounts 101 and 106 will avoid serious omissions of the reported amount of respondent's plant actually in service at end of year. 6. Show in column (f) reclassifications or transfers within utility plant accounts. Include also in column (f) the additions or reductions of primary account classi- fications arising from distribution of amounts initially recorded in Account 102. In showing the clearance of Account 102, include in column (e) the amounts with respect to accumulated provision for depreciation, acquistion adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications. 7. For Account 399, state the nature and use of plant included in this account and if substantial in amount submit a supplementary statement showing subaccount classification of such plant conforming to the requirements of these pages. 8. For each amount comprising the reported balance and changes in Account 102, state the property purchased or sold, name of vendor or purchaser, and date of transaction. If proposed journal entries have been filed with the Commission as required by the Uniform System of Accounts, give also date of such filing. Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. 1 (301) 2 (302) 3 $161,260 $16,594,298 (303) 4 161,260 16,594,298 5 6 7 (310) 8 (311) 9 (312) 10 (313) 11 (314) 12 (315) 13 (316) 14 15 16 $7,258,691 (320) 17 $12,338 871,363,422 (321) 18 3,864,082 1,379,208,432 (322) 19 229,344 361,771,286 (323) 20 60,136 289,897,752 (324) 21 1,128,696 135,122,258 (325) 22 5,294,596 3,044,621,841 23 24 (330) 25 (331) 26 (332) 27 (333) 28 (334) 29 (335) 30 (336) 31 32 33 (340) 34 (341) 35 (342) 36 (343) 37 (344) 38 (345) 39 FERC FORM NO. 1 (ED. 12-89) Page 205

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) Balance at Line Account Beginning of Year Additions No. (a) (b) (c) 40 (346) Misc. Power Plant Equipment 41 TOTAL Other Prod. Plant (Enter Total of lines 34 thru 40) 42 TOTAL Prod. Plant (Enter Total of lines 15, 23, 32 and 41) $3,041,271,638 $8,644,799 43 3. TRANSMISSION PLANT 44 (350) Land and Land Rights 756 45 (352) Structures and Improvements 555,455 0 46 (353) Station Equipment 22,782,978 0 47 (354) Towers and Fixtures 48 (355) Poles and Fixtures 123,948 0 49 (356) Overhead Conductors and Devices 83,867 0 50 (357) Underground Conduit 51 (358) Underground Condutors and Devices 52 (359) Roads and Trails 53 TOTAL Transmission Plant (Enter Total of lines 44 thru 52) 23,547,004 0 54 4. DISTRIBUTION PLANT 55 (360) Land and Land Rights 56 (361) Structures and Improvements 57 (362) Station Equipment 58 (363) Storage Battery Equipment 59 (364) Poles, Towers, and Fixtures 60 (365) Overhead Conductors and Devices 61 (366) Underground Conduit 62 (367) Underground Condutors and Devices 63 (368) Line Transformers 64 (369) Services 65 (370) Meters 66 (371) Installations on Customer Premises 67 (372) Leased Property on Customer Premises 68 (373) Street Lighting and Signal Systems 69 TOTAL Distribution Plant (Enter Total of lines 55 thru 68) 70 5. GENERAL PLANT 71 (389) Land and Land Rights 72 (390) Structures and Improvements 73 (391) Office Furniture and Equipment 2,745,734 459,686 74 (392) Transportation Equipment 75 (393) Stores Equipment 76 (394) Tools, Shop and Garage Equipment 77 (395) Laboratory Equipment 78 (396) Power Operated Equipment 79 (397) Communication Equipment 390,778 0 80 (398) Miscellaneous Equipment 81 SUBTOTAL(Enter Total of lines 71 thru 80) 3,136,512 459,686 82 (399) Other Tangible Property 83 TOTAL General Plant (Enter Total of lines 81 and 82) 3,136,512 459,686 84 TOTAL (Accounts 101 and 106) 3,083,343,041 10,472,156 85 (102) Electric Plant Purchased (See Instr. 8) 86 (Less) (102) Electric Plant Sold (See Instr. 8) 87 (103) Experimental Plant Unclassified 88 TOTAL Electric Plant in Service (Enter Total of Lines 84 thru 87) $3,083,343,041 $10,472,156 FERC FORM NO. 1 (ED. 12-89) Page 206

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 ELECTRIC PLANT IN SERVICE (Accounts 101, 102, 103, and 106) (Continued) Balance at Retirements Adjustments Transfers End of Year Line (d) (e) (f) (g) No. (346) 40 41 $5,294,596 $3,044,621,841 42 43 $756 (350) 44 $0 555,455 (352) 45 22,782,978 (353) 46 (354) 47 123,948 (355) 48 83,867 (356) 49 (357) 50 (358) 51 (359) 52 0 $23,547,004 53 54 (360) 55 (361) 56 (362) 57 (363) 58 (364) 59 (365) 60 (366) 61 (367) 62 (368) 63 (369) 64 (370) 65 (371) 66 (372) 67 (373) 68 69 70 (389) 71 (390) 72 0 3,205,420 (391) 73 (392) 74 (393) 75 (394) 76 (395) 77 (396) 78 0 390,778 (397) 79 (398) 80 0 3,596,198 81 (399) 82 0 3,596,198 83 5,455,856 3,088,359,341 84 (102) 85 86 (103) 87 $5,455,856 $3,088,359,341 88 FERC FORM NO. 1 (ED. 12-89) Page 207

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 ELECTRIC PLANT HELD FOR FUTURE USE (Account 105) 1. Report separately each property held for future use at end of the year having an original cost of $250,000 or more. Group other items of property held for future use. 2. For property having an original cost of $250,000 or more previously used in utility operations, now held for future use, give in column (a), in addition to other required information, the date that utility use of such property was discontinued, and the date the original cost was transferred to Account 105. Date Originally Date Expected Balance at Line Description and Location Included in to be Used in End of No. of Property This Account Utility Service Year (a) (b) (c) (d) 1 Land and Land Rights: 2 3 None 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Other Property: 22 23 Reclassified from Account 107 Dec. 1985 Unknown $657,178 24 (KGE only) 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 TOTAL $657,178 FERC FORM NO. 1 (ED. 12-89) Page 214

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 CONSTRUCTION WORK IN PROGRESS-ELECTRIC (Account 107) 1. Report below descriptions and balances at end of year of projects in process of construction (107). 2. Show items relating to "research, development, and demonstration" projects last, under a caption Research, Development, and Demonstration (see Account 107 of the Uniform System of Accounts). 3. Minor projects (5% of the Balance End of the Year for Account 107 or $100,000, whichever is less) may be grouped. Construction Work Line Description of Project in Progress - Electric No. (Account 107) (a) (b) 1 2 Outage Portion of AK Upgrade 572,589 3 NPIS Hardware/Software Upgrade 2,093,176 4 Distributed Control System to Digital 379,516 5 Modify Service Water Piping 101,517 6 EGHV0015/16/53/54 Replacements 281,139 7 Secondary Side Rerate Study/Design 154,161 8 Training Facility at Post 21 3,403,569 9 RCP Shaft Replacement 1,059,309 10 Skills Training Center Mock-Ups 258,686 11 Miscellaneous Minor Projects (32) and Unapplied Engineering 2,225,608 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL 10,529,270 FERC FORM NO. 1 (ED. 12-89) Page 216

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 CONSTRUCTION OVERHEADS-ELECTRIC 1. List in column (a) the kinds of overheads according to the titles used by the respondent. Charges for outside professional services for engineering fees and management or supervision fees capitalized should be shown as separate items. 2. On page 218 furnish information concerning construction overheads. 3. A respondent should not report "none" to this page if no overhead apportionments are made, but rather should explain on page 218 the accounting procedures employed and the amounts of engineering, supervision and administrative costs, etc., which are directly charged to construction. 4. Enter on this page engineering, supervision, administrative, and allowance for funds used during construction, etc., which are first assigned to a blanket work order and then prorated to construction jobs. Line Total Amount Charged No. Description of Overhead for the Year (a) (b) 1 2 Labor - Pension, Benefits, and Payroll Taxes Overheads $675,945 3 Material Issues Overheads 896,917 4 Construction Proration Overheads 2,149,440 5 Allowance for Funds Used During Construction (KGE) 91,675 6 Allowance for Funds Used During Construction (KCPL) 57,158 7 (See Page 218 for explanatory information) 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 TOTAL $3,871,135 FERC FORM NO. 1 (ED. 12-89) Page 217

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 GENERAL DESCRIPTION OF CONSTRUCTION OVERHEAD PROCEDURE 1. For each construction overhead explain: (a) the nature and extent of work, etc., the overhead charges are intended to cover, (b) the general procedure for determining the amount capitalized, (c) the method of distribution to con- struction jobs, (d) whether different rates are applied to different types of construction, (e) basis of differentiation in rates for different types of construction, and (f) whether the overhead is directly or indirectly assigned. 2. Show below the computation of allowance for funds used during construction rates, in accordance with the provisions of Electric Plant instructions 3 (17) of the U.S. of A. 3. Where a net-of-tax rate for borrowed funds is used, show the appropriate tax effect adjustment to the compu- tations below in a manner that clearly indicates the amount of reduction in the gross rate for tax effects. 1. Labor overheads are calculated based on a percentage of costs for Pensions, Benefits, Taxes, and Injuries & Damages to total labor costs and spread to active projects on a monthly basis. 2. Material overheads are calculated based on a percentage of salaries and expenses of storeroom, purchasing, and inventory control personnel to the total material issues and spread to active projects on a monthly basis. 3. Construction overheads are calculated based on a study of indirect charges and prorated based on charges to active projects. 4. (a) Allowance for funds used during construction has been applied to all construction costs on 2001 projects costing more than $25,000 where the construction period continues into two or more months, except those for purchases of equipment which are available for service upon receipt. (b) The allowance computation period is from the month of the first charge to the inservice month of the project. (c) The average AFUDC rate was 8.12% in 2001 for Kansas Gas and Electric Company and 6.81% for Kansas City Power & Light Company. Kansas Electric Power Cooperative, Inc. did not capitalize any interest during 2001. COMPUTATION OF ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION RATES For line 1(5), column (d) below, enter the rate granted in the last rate proceeding. If such is not available, use the average rate earned during the preceding three years. 1. Components of Formula (Derived from actual book balances and actual cost rates): Capitalization Cost Rate Line Title Amount Ratio (Percent) Percentage No. (a) (b) (c) (d) (1) Average Short-Term Debt S (2) Short-Term Interest s (3) Long-Term Debt D d (4) Preferred Stock P p (5) Common Equity C c (6) Total Capitalization 100% (7) Average Construction Work in Progress Balance W 2. Gross Rate for Borrowed Funds S D S N/A Each owner will s (---) + d (------) (1 - ---) provide its own W D+P+C W AFUDC computation. 3. Rate for Other Funds S P C [1 - ---] [p (-----) + c (-----)] W D+P+C D+P+C 4. Weighted Average Rate Actually Used for the Year: a. Rate for Borrowed Funds - b. Rate for Other Funds - FERC FORM NO. 1 (ED. 12-89) Page 218

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Explain in a footnote any important adjustments during the year. 2. Explain in a footnote any difference between the amount for book cost of plant retired, line 11, column (c), and that reported for electric plant in service, pages 204-207, column (d), excluding retirements of non-depreciable property. 3. The provisions of Account 108 in the Uniform System of Accounts require that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, make preliminary closing entries to tentatively functionalize the book cost of the plant retired. In addition, include all costs included in retirement work in progress at year end in the appropriate functional classifications. 4. Show separately interest credits under a sinking fund or similar method of depreciation accounting. Section A. Balances and Changes During Year Line Item Total Electric Plant Electric Plant Held Electric Plant No. (c+d+e) in Service for Future Use Leased to Others (a) (b) (c) (d) (e) 1 Balance Beginning of Year $1,092,744,022 $1,092,744,022 2 Depreciation Provisions for Year, Charged to 3 (403) Depreciation Expense 86,563,020 86,563,020 4 (413) Exp. of Elec. Plt. Leas. to Others 5 Transportation Expenses-Clearing 6 Other Clearing Accounts 7 Other Accounts (Specify): 8 9 TOTAL Deprec. Prov. for Year Enter Total of lines 3 thru 8) 86,563,020 86,563,020 10 Net Charges for Plant Retired: 11 Book Cost of Plant Retired 5,294,596 5,294,596 12 Cost of Removal 474,823 474,823 13 Salvage (Credit) 122,586 122,586 14 TOTAL Net Chrgs. for Plant Ret. 5,646,833 5,646,833 (Enter Total of lines 11 thru 13) 15 Other Debit or Credit Items (Describe): 16 17 Balance End of Year (Enter Total of lines 1, 9, 14, 15, and 16) $1,173,660,209 $1,173,660,209 Section B. Balances at End of Year According to Functional Classifications 18 Steam Production 19 Nuclear Production Accumulated depreciation is not recorded on a functional basis. 20 Hydraulic Production - Conventional However, over 99% is under nuclear production. 21 Hydraulic Production - Pumped Storage 22 Other Production 23 Transmission 24 Distribution 25 General 26 TOTAL (Enter Total of lines 18 thru 25)$1,173,660,209 $1,173,660,209 FERC FORM NO. 1 (ED. 12-89) Page 219

Wolf Creek Nuclear Operating Corporation An Original Dec. 31, 2001 MATERIALS AND SUPPLIES 1. For Account 154, report the amount of plant materials and operating supplies under the primary functional class- ifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d), designate the department or departments which use the class of material. 2. Give an explanation of important inventory adjust- ments during the year (in a footnote) showing general classes of material and supplies and the various accounts (operating expenses, clearing accounts, plant, etc.) affected - debited or credited. Show separately debits or credits to stores expense-clearing, if applicable. Department or Balance Departments Line Account Beginning of Balance Which No. Year End of Year Use Material (a) (b) (c) (d) 1 Fuel Stock (Account 151) $299,250 $292,176 Electric 2 Fuel Stock Expenses Undistributed (Account 152) Only 3 Residuals and Extracted Products (Account 153) 4 Plant Materials and Operating Supplies (Account 154) 5 Assigned to - Construction (Estimated) 6 Assigned to - Operations and Maintenance 7 Production Plant (Estimated) 8 Transmission Plant (Estimated) 9 Distribution Plant (Estimated) 10 Assigned to - Other 11 TOTAL Account 154 (Total of lines 5 thru 10) 34,773,178 37,650,172 12 Merchandise (Account 155) 13 Other Materials and Supplies (Account 156) 14 Nuclear Materials Held for Sale (Account 157) (Not applicable to Gas Utilities) 15 Stores Expense Undistributed (Account 163) 652,452 737,833 16 17 18 19 20 TOTAL Materials and Supplies (per Balance Sheet) $35,724,880 $38,680,181 FERC FORM NO. 1 (ED. 12-89) Page 227