OF



                                 OWNERTEL, INC.



                                   ARTICLE I



                                     OFFICES



         SECTION 1.01. NAME. The name of the Corporation is OwnerTel, Inc.,

hereinafter referred to as the "Corporation."



         SECTION 1.02. PRINCIPAL OFFICE. The principal office of the Corporation

in the State of Georgia shall be in the City of Atlanta, County of Fulton, and

the resident agent in charge thereof shall be Will Head. The Corporation may

change its registered office or change its registered agent, or both, upon the

filing in the Office of the Secretary of State of Georgia of a statement setting

forth the facts required by law, and executed for the Corporation by its

President or Vice President.



         SECTION 1.03. OTHER OFFICES. The Corporation may have offices at such

other place or places as from time to time the Board of Directors may determine

or the business of the Corporation may require.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



         SECTION 2.01. ANNUAL MEETINGS. The annual meeting of the stockholders

for the election of directors and for the transaction of such other business as

may come before the meeting shall be held within one hundred twenty (120) days

after the close of the fiscal year of the Corporation on a day during such

period to be selected by the Board of Directors; provided, however, that the

failure to hold the annual meeting within the designated period of time or on

the designated date shall not work a forfeiture or dissolution of the

Corporation.



         SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders,

for any purpose or purposes, may be called by the Chairman of the Board of the

President. Special meetings of the shareholders shall be called by the President

or Secretary at the request in writing of a majority of the Board of Directors,

or at the request in writing of a majority of the Board of Directors, or at the

request in writing of shareholders owning ten percent (10%) of the capital stock

of the Corporation issued and outstanding and entitled to vote. Such request

shall state the purpose or purposes of the proposed meeting and the business to

be transacted at any such special meeting of shareholders, and shall be limited

to the purposes stated in the notice therefor.



         SECTION 2.03. PLACE OF MEETING. Each meeting of stockholders of the

Corporation, whether annual or special is to be held at the principal offices of

the Corporation or at such other





   2



place either within or without the State of Georgia, as may be, and shall be

held on such date and at such time and place within or specified in the notice

or waiver of notice of said meeting.



         SECTION 2.04. NOTICE OF MEETINGS. Except as otherwise provided by law,

notice of each meeting of the stockholders shall be given to each stockholder of

record entitled to vote at such meeting, whether annual or special, not less

than ten (10) nor more than sixty (60) days before the day on which the meeting

is to be held, either personally or by mail, by or at the direction of the

Chairman of the Board or the President, the Secretary or a majority of the

members of the board of Directors calling the meeting. Each such notice shall

state the purpose or purposes for which the meeting is called, and the date and

time when, and the place where such meeting is to be held. If mailed, such

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