OF

1
Exhibit 3.2

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AMENDED AND RESTATED

OPERATING AGREEMENT

SOUTHWIND DEVELOPMENT COMPANY, L.L.C.

DATED AS OF MARCH 10, 1999

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TABLE OF CONTENTS

1. CERTAIN DEFINED TERMS......................................................................... 1

2. CAPITALIZATION OF THE COMPANY................................................................. 2
(a) Initial Capital Contributions........................................................ 2
(b) Additional Contributions............................................................. 2
(c) Class A Units and Class B Units...................................................... 2
(d) Indemnification for Guaranteed Debt.................................................. 3
(e) Nature of the Obligations............................................................ 3
(f) No Voluntary Withdrawal, Resignation or Return of Capital............................ 3

3. MANAGEMENT OF THE COMPANY..................................................................... 3
(a) Management by Managers............................................................... 3
(b) Administrative Certifications........................................................ 3
(c) Resignation, Removal or Dissolution of a Manager..................................... 4
(d) Durable Power of Attorney............................................................ 4
(e) Decisions Reserved to Members........................................................ 4
(f) Transactions with Members............................................................ 5
(g) Company Property..................................................................... 5
(h) Execution of Instruments............................................................. 5

4. TAX, ACCOUNTING AND FINANCIAL MATTERS......................................................... 5
(a) Partnership Status................................................................... 5
(b) Capital Accounts..................................................................... 5
(c) Distribution of Funds................................................................ 6
(d) Preparation of Tax Returns........................................................... 6
(e) Tax Allocations...................................................................... 6
(f) Additional Tax Provisions............................................................ 6
(g) Books of Account..................................................................... 7
(h) Banking and Investments.............................................................. 7

5. TRANSFERS BY MEMBERS.......................................................................... 7
(a) General Restrictions................................................................. 7
(b) Company Restrictions................................................................. 8
(c) Death, Dissolution, Incompetency, Insolvency or Bankruptcy of a
Member............................................................................... 8
(d) Effect of Transfer................................................................... 8
(e) Effect of Agreement.................................................................. 8

6. CESSATION OF MEMBERSHIP....................................................................... 9

7. DISSOLUTION OF THE COMPANY.................................................................... 9
(a) Events Causing Dissolution........................................................... 9
(b) Winding Up Of Business............................................................... 9

8. LIABILITY AND INDEMNIFICATION PROVISIONS...................................................... 9
(a) Obligations and Debts of the Company................................................. 9
(b) Liability of Members to Each Other................................................... 10
(c) Exculpation of Members............................................................... 10
(d) Indemnification by Company........................................................... 10
(e) Interim Advances..................................................................... 10
(f) Maintenance of Indemnification Insurance............................................. 11
(g) Notification and Defense of Claims................................................... 11
(h) Other Remedies....................................................................... 11
(i) Scope of Provisions.................................................................. 11

9. DUTY OF LOYALTY AND CARE...................................................................... 11

10. GENERAL PROVISIONS............................................................................ 12
(a) Specific Performance................................................................. 12
(b) Arbitration Of Disputes.............................................................. 13
(c) Procedure For Consent................................................................ 13
(d) Survival of Rights................................................................... 13
(e) Headings............................................................................. 13
(f) Governing Law........................................................................ 13
(g) Waiver............................................................................... 13
(h) Amendment............................................................................ 14
(i) Further Assurances................................................................... 14
(j) Notice............................................................................... 14
(k) Entire Agreement..................................................................... 14

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
SOUTHWIND DEVELOPMENT COMPANY, L.L.C.

THIS AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into as of
the 10th day of March, 1999, by and between XXXXXX X. XXXXXXXX ("XxxXxxxx")
and SOUTHWIND DEVELOPMENT MANAGEMENT COMPANY, INC. ("Southwind Development").

R E C I T A L S:

WHEREAS, XxxXxxxx organized Southwind Development Company, L.L.C. (the
"Company") pursuant to the Alabama Limited Liability Company Act (the "Act"), as
set forth in the Code of Alabama (1994), ss. 10-12-1 et seq., as the same may be
amended from time to time;

WHEREAS, MacQueen transferred one percent (1%) of his Membership Interest to
Southwind Development;

WHEREAS, XxxXxxxx desires to admit Southwind Development as a substitute Member
and to resign as Manager of the Company and to appoint Southwind Development as
Manager of the Company; and

WHEREAS, the Members have entered into this Operating Agreement (the
"Agreement") to regulate and establish the affairs of the Company, the conduct
of its business, and the relations of its Members.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the
parties herein contained, the parties do hereby agree as follows:

1. CERTAIN DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have the respective meanings indicated below:

(a) "Manager" means Southwind Development in its capacity as Manager of the
Company and any Person designated as a substitute or additional Manager of the
Company pursuant to this Agreement; but such term does not include any person
who has ceased to be a Manager of the Company.

(b) "Majority" means any one or more of the Members authorized to act on a
particular matter whose aggregate Percentage Interest equals or exceeds
fifty-one percent (51%) of the aggregate Percentage Interest of all Members who
are so authorized.

(c) "Members" means and includes the Members listed in the preamble to this
Agreement and any additional Members admitted to the Company pursuant to the
provisions of this Agreement, but such term does not include such parties who
have ceased to be Members.

(d) "Membership Interest" means the ownership interest of a Member in the
Company at any particular time, including a Member's share of profits and
losses, the right to receive distributions from the Company, and the other
rights accorded to such Member under this Agreement or by the Act.

(e) "Percentage Interest" means, subject to adjustment upon any transfer
required or permitted under this Agreement, a fraction with a numerator equal to
the number of Class A Units owned by such Member and a denominator equal to the
total issued and outstanding Class A Units owned by all Members. Each Member's
initial Percentage Interest is shown on EXHIBIT A attached to this Agreement.

(f) "Person" means any individual or any partnership, limited liability company,
corporation, trust, estate, or other association, whether created by the laws of
the State of Alabama or another state or foreign country.

(g) "Units" means the Class A and Class B units of participation in the Company,
which are issued, held and conveyed pursuant to this Agreement.

2. CAPITALIZATION OF THE COMPANY.

(a) Initial Capital Contributions. Each Member has made a contribution to the
capital of the Company. In exchange for such capital contributions, each Member
has received Units indicated for such Member on EXHIBIT A attached hereto for an
aggregate of One Hundred (100) issued and outstanding Class A Units. Southwind
Development has, as the initial Manager of the Company, received one (1) Class B
Unit.

(b) Additional Contributions. No Member shall be permitted or required to make
any additional capital contributions except as expressly required or permitted
pursuant to this Agreement.

(c) Class A Units and Class B Units. Except as otherwise provided herein, Class
A Units shall be issued to and held by XxxXxxxx, Southwind Development and any
substitute or replacement Members. Class B Units shall only be issued to and
held by the Manager and shall entitle the holder thereof to exercise the rights
and obligations of a Manager hereunder. Upon the resignation, removal or
dissolution of a Manager in accordance with Section 3(c) hereof, such resigning,
removed or deceased Manager shall surrender to the Company his certificates
evidencing ownership of such Class B Units and the Company shall issue a new
certificate evidencing ownership of one Class B Unit to each successor Manager
appointed in accordance with the provisions hereof.

(d) Indemnification for Guaranteed Debt. The Members acknowledge that from time
to time, one or more of them may be called upon to guarantee debts and
obligations of the Company. The Members intend that any amount paid pursuant to
any such guarantee of indebtedness (a "Guaranty") shall be borne by them in
accordance with their respective Percentage Interests on the date that the
Company or any Member first receives notice (whether or not in writing) from the
creditor of any such guaranteed indebtedness that a default with respect to such
indebtedness has occurred. Each Member who receives a notice from a Member who
gives a Guaranty and is called upon or required to pay any amount pursuant to
such Guaranty (a "Called Party") with respect to the amount required to be paid
by such Called Party pursuant to any guaranty shall, within seven (7) days after
receipt of such notice, pay to the Called Party his proportionate share
(calculated in accordance with his Percentage Interest) of such total amount
payable by the Called Party. Each Member shall indemnify and hold harmless the
other Members and the Company from and against any loss, cost, damage, claim or
expense (including reasonable attorneys' fees) which may be incurred as a result
of such indemnifying Member's breach of any of the obligations contained in this
Section.

(e) Nature of the Obligations. No creditors of the Company or other third
parties shall have any rights, as third party beneficiaries or otherwise, to
compel any call for supplemental capital contributions or any capital
contribution. The Company may not assign the obligations of the Members under
Section 2(a) of this Agreement to any creditor or other third party.

(f) No Voluntary Withdrawal, Resignation or Return of Capital. No Member shall
have the right to withdraw or resign voluntarily as a Member or to be repaid any
of his capital contributions, except as expressly set forth in this Agreement.
No interest shall accrue on the capital contributions of the Members, except as
expressly set forth herein or otherwise approved by the Managers.

3. MANAGEMENT OF THE COMPANY.

(a) Management by Managers. Pursuant to the Articles of Organization of the
Company, management of the Company is vested in the Manager. Subject to the
restrictions described in Section 3(e) hereof, the Manager shall have the
exclusive right, power and authority to manage and operate the business and
affairs of the Company and to authorize any act or transaction on behalf of the
Company. The Manager shall not be required to devote full time or attention to
the business of the Company and may engage in other activities in addition to
those relating to the Company. The Manager is an agent of the Company for the
purpose of its business or affairs, and the act of a Manager, including, without
limitation, the execution in the name of the Company of any instrument, for
apparently carrying on in the usual way the business or affairs of the Company,
shall bind the Company.

(b) Administrative Certifications. The Manager shall be authorized to execute
and deliver such certifications as he may determine to be necessary or
appropriate concerning the status and identity of the Members, the continued
existence of the Company, and the existence or nonexistence of any fact or facts
which constitute conditions precedent to acts by the Company,

the Manager or the Members that are related in any way to the business and
affairs of the Company, including, without limitation, compliance with any
provisions of this Agreement, the granting or refusal of any approvals or
consents required hereunder, and the identity of the Persons who are authorized
to execute and deliver any instrument or document on behalf of the Company. Any
Person dealing with the Company or the Manager may rely upon any such
certificate executed by a Manager, unless such Person has actual knowledge that
the same is inaccurate or incomplete in a material respect, without the
necessity of further inquiry.

(c) Resignation, Removal or Dissolution of a Manager. A Manager may resign as
such as of the end of any calendar quarter upon notice to the Members of not
less than thirty (30) days. A Manager may be removed at any time by a Majority
of the Members. Upon the removal, death or resignation of a Manager, his
successor shall be appointed by a Majority of the Members.

(d) Durable Power of Attorney. Each Member, by execution of this Agreement,
designates and appoints the Manager (with the power to substitute his successor)
as the true and lawful attorney-in-fact of such Member for the purpose of
executing, acknowledging and delivering any and all instruments and documents
which may be necessary or appropriate for the proper exercise of any of the
rights and powers conferred upon the Manager under this Agreement, including,
but not limited to, any and all instruments and documents which the Managers are
authorized to execute under this Agreement which might appropriately be executed
by one or more of the Members, as Members, pursuant to the Act. Such Powers of
Attorney shall be exercisable only in furtherance of the provisions of this
Agreement, and not in contravention thereof. Each such Power of Attorney is
irrevocable, is coupled with an interest, shall not be affected by the
disability, incompetency, incapacity, death, insolvency, bankruptcy or
dissolution of any Member, shall be binding on all Members, their successors and
permitted assigns, and may be exercised by any one or more of the persons who
serve as Managers of the Company from time to time.

(e) Decisions Reserved to Members. Notwithstanding the foregoing provisions of
this Section or anything to the contrary contained in this Agreement, the
approval or concurrence of a Majority of the Members shall be required to effect
any of the following actions:

(i) a substantial change in the nature of the Company's business;

(ii) the sale of substantially all of the assets or merger or
consolidation of the Company;

(iii) the liquidation, dissolution and winding up of the Company;

(iv) any amendment to or modification of this Agreement, except as
authorized pursuant to the terms hereof;

(v) the addition, compensation or removal and replacement of any
Manager;

(vi) the execution of any agreement or instrument other than in the
ordinary course of business;

(vii) incurring indebtedness other than in the ordinary course of
business; or

(viii) the making of any capital expenditures other than in the
ordinary course of business.

No Member, acting solely in the capacity as a Member of the Company, is an agent
for the Company for any purpose. Without limiting the generality of the
preceding sentence, a Member, acting solely as a Member, shall not have any
authority to transfer title to any property of the Company or to otherwise bind
the Company in any manner.

(f) Transactions with Members. Subject to the provisions of this Section, a
Manager or Member or Affiliate thereof shall have the right to contract, enter
into a lease, and otherwise deal with the Company, including, without
limitation, the lending of money to, or the guarantee of indebtedness or
extension of credit for or on behalf of the Company, provided that any such
loan, contract, arrangement or understanding shall be on such terms and
conditions, and shall provide such compensation, as is customarily found in
arms-length transactions between unrelated parties engaged in similar
transactions and shall be approved by a Majority of the Members.

(g) Company Property. Any property acquired as of or after the date hereof by
the Company by lease, purchase or otherwise, shall be acquired and held in the
name of the Company and conveyed only in accordance with this Agreement. A
Member has no interest in specific assets of the Company except as may be
expressly provided in any written agreement in effect from time to time.

(h) Execution of Instruments. Any deed, agreement or other instrument, whether
or not for apparently carrying on in the usual way the business or affairs of
the Company, shall be binding on the Company and may be relied upon by any
person or entity which is supplied with such executed deed, agreement or other
instrument, if the same is executed on behalf of the Company by the Managers.

4. TAX, ACCOUNTING AND FINANCIAL MATTERS.

(a) Partnership Status. The Members intend that the Company shall be taxed as a
partnership for federal and state tax purposes, and not as an association
taxable as a corporation.

(b) Capital Accounts. A separate capital account (collectively, the "Capital
Accounts") shall be established for each Member and maintained and adjusted in
accordance with the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations promulgated thereunder (the "Regulations"). None of the Members
shall be obligated to the Company, to the other

Members, or to any other party, to restore any deficit balances which at any
time may exist in their respective Capital Accounts.

(c) Distribution of Funds. The Manager may establish, set aside, expend and
replenish such reasonable reserves as they shall determine to be necessary or
appropriate for working capital and other anticipated costs and expenses of the
Company's business. Each outstanding Class B Unit shall entitle the holder
thereof to receive a distribution of Five Thousand Dollars ($5,000) of the net
profits of the Company for each full fiscal year during the term hereof and a
pro rata portion of said net profits for any partial fiscal year. All other
funds which the Manager decides to distribute shall be distributed to the
Members in accordance with their Percentage Interests at such times and in such
manner as the Manager shall determine; provided, however, that the Company
shall, at a minimum, distribute an amount sufficient for each Member to pay
federal and state income taxes attributable to such Member's share of the
Company's net taxable earnings for each fiscal year or part thereof which amount
shall equal the product of:

(i) the portion of the Company's net taxable earnings for each fiscal
year or part thereof, as the case may be, which are attributable to the
Member's Percentage Interest; and

(ii) the sum of the highest federal income tax rate and the highest
applicable state income tax rate in effect for individuals for such
fiscal year.

(d) Preparation of Tax Returns. The Company shall arrange, at its expense, for
the timely filing of all necessary tax returns for the Company and for the
preparation and distribution of such tax information as may be reasonably
required by the Members for federal, state and local income tax reporting
purposes.

(e) Tax Allocations. Profits or losses of the Company for each fiscal year shall
be determined by the Company's accountants in accordance with tax methods and
practices approved by the Members. Except as specifically provided to the
contrary in this Agreement, and as otherwise required by provisions of the Code
and Regulations, the profits or losses of the Company, each item of income,
gain, loss, deduction or credit entering into the computation thereof, and each
item of income, gain, loss, deduction or credit which the Members are required
to take into account separately under the provisions of the Code or Regulations,
shall be allocated among the Members so as to maintain their respective Capital
Accounts in proportion to their Percentage Interests from time to time.

(f) Additional Tax Provisions. Notwithstanding Section 4(e) hereinabove, (i) if
there is a net decrease in the Company's minimum gain (as determined pursuant to
Section 1.704-2(b)(2) of the Regulations) during any fiscal year, the Members
shall be allocated, before any other allocation for such year, items of income
and gain for such year (and, if necessary, subsequent years) in the amounts and
proportions set forth in Section 1.704-2(g) of the Regulations; (ii) if there is
a net decrease in the minimum gain attributable to any nonrecourse debt (as
determined pursuant to Section 1.704-2(b)(4) of the Regulations) during any
fiscal year, any Member with

a share of the minimum gain attributable to such debt shall be allocated items
of income and gain for such year (and, if necessary, subsequent years) in the
amounts and proportions set forth in Section 1.704-2(i) of the Regulations;
(iii) in the event any Member unexpectedly receives any adjustment, allocation
or distribution described in subsections (4), (5), or (6) of Regulations Section
1.704-1(b)(2)(ii)(d), items of Company income or gain shall be specially
allocated to such Member in an amount and manner sufficient to eliminate any
deficit balance in such Member's Capital Account (and for purposes of this
provision, the balance in each Member's Capital Account shall be computed with
the adjustments required by such Regulations); (iv) except as otherwise provided
in this Agreement, all nonrecourse deductions (as defined in Section
1.704-2(b)(1) of the Regulations) shall be allocated among the Members in
accordance with their Percentage Interests; (v) any item of Company loss,
deduction or Code Section 705(a)(2)(B) expenditure that is attributable to
nonrecourse debt shall be allocated to any Member or Members bearing the
economic risk of loss for such debt in the amounts and proportions set forth in
Section 1.704-2(i)(1) of the Regulations; (vi) in the event that mandatory
allocations are made under this Section, then to the extent permitted under
applicable Regulations, subsequent allocations of profits and losses of the
Company will first be made to the Members in a manner that will result as
closely as possible in each Member having a Capital Account balance equal to the
balance that would have resulted if such mandatory allocations had not been
made; and (vii) in the event of a change in the Members' Percentage Interests
during any fiscal year of the Company, profits or losses of the Company for such
fiscal year shall be allocated under an accounting method which complies with
Section 706(d) of the Code and Regulations.

(g) Books of Account. The Company's books of account and all other records
required by the Act shall be kept at the registered office maintained for the
Company under the Act. Each transaction of the Company shall be fully and
accurately entered on the Company's books in a manner conforming to the methods
and practices used by the Company for federal income tax purposes. All the books
and records of the Company shall be open to inspection by any Member, and by the
designated agents of the Members, and shall be available for copying, at such
Member's expense, at any time during normal business hours.

(h) Banking and Investments. Funds of the Company may be deposited in such
checking accounts or savings accounts, or invested in certificates of deposit,
money market funds, mutual funds, or other securities, with such institutions
and on such terms as the Managers shall designate. Checks or withdrawals from
any such accounts, or the liquidation of any such investments or securities, may
be made for any proper Company purpose, upon such signatures and other
instructions as the Managers may designate.

5. TRANSFERS BY MEMBERS.

(a) General Restrictions. No Member shall transfer, sell, assign, encumber or in
any way alienate or dispose of all or any portion of his or her Membership
Interest whether voluntarily, by operation of law (including, without
limitation, any inter vivos conveyance, testamentary disposition, transfer by
intestate succession, or pursuant to a divorce decree or settlement) or

otherwise (a "Disposition"), except where the same is expressly required or
permitted under this Agreement or upon the consent of a Majority of the Members.
Any purported Disposition in breach of the preceding sentence shall be void or
ineffectual, and shall not operate to transfer any Membership Interest or any
portion thereof or other claims or benefits against the Company to the purported
assignee or recipient and shall not relieve the Member attempting to make such
Disposition from any liability under this Agreement.

(b) Company Restrictions. Even though otherwise required or permitted under the
terms of this Agreement, no Disposition shall be made or effective in violation
of the terms and provisions of any mortgages, covenants or other instruments
affecting the Company or the Members and approved by the Managers pursuant to
this Agreement.

(c) Death, Dissolution, Incompetency, Insolvency or Bankruptcy of a Member. A
person shall cease to be a Member only upon the occurrence of the events
specified in Section 6 hereof. In the event of the death, dissolution,
incompetency, insolvency or bankruptcy of a Member, such Member's personal
representative, conservator or other legal representative shall have no
management rights, but shall have the right to receive distributions and to
share in the profits and losses of the Company ("Financial Rights") attributable
to such Member's Membership Interest and may transfer such Membership Interest
pursuant to this Agreement.

(d) Effect of Transfer. An assignment of any Membership Interest does not of
itself dissolve the Company, or entitle the assignee thereof (the "Assignee") to
exercise any management rights. Unless otherwise provided in this Agreement, any
such assignment only entitles the Assignee to the Financial Rights of the party
making the assignment (the "Assignor"), to the extent assigned. A person may
become a Member of the Company only upon the written consent of the Managers.
Any Disposition permitted under this Agreement shall be effective only after
each Member has received not less than thirty (30) days prior written notice
thereof. A Member who assigns his Membership Interest does not cease to be a
Member, and is not relieved in any manner from any obligations under this
Agreement, unless and until the Assignee is substituted as a Member pursuant to
this Agreement, and then only to the extent of the interest assigned.

(e) Effect of Agreement. The rights of any party acquiring any Membership
Interest, any portion thereof, or other rights in or claims against the Company
shall be subject in all respects to terms and provisions of this Agreement
including, without limitation, restrictions on any further transfer. If the
Assignor from whom the Assignee receives his assignment is required to sell his
Membership Interest pursuant to any provision of this Agreement, such sale shall
extinguish any further rights the Assignee may have in or against the Company,
and the Assignee shall upon request deliver an instrument to that effect. The
rights of an Assignee against his Assignor with respect to the proceeds of any
such sale, and with respect to any interest in the Company which the Assignor
may acquire after the date of assignment by virtue of any provision under this
Agreement, shall be as set forth in any written agreement with respect thereto
between the Assignor and the Assignee. The Company and the Members shall have no
obligation to inquire into any such agreements between an Assignee and his
Assignor, and may rely upon the books and records of the Company in issuing
notices under this

Agreement, and in making distributions and allocations of profit or loss, until
instructions to the contrary are received from the Assignor and the Assignee.

6. CESSATION OF MEMBERSHIP. A Member has no power to cease being a Member of the
Company by voluntary act. In accordance with the Act, as modified by the
provisions hereof, a Person shall cease to be a Member only upon the assignment
of the entire Membership Interest of such Member and the admission of the
Assignee thereof as a substitute Member, all in accordance with the terms of
this Agreement.

7. DISSOLUTION OF THE COMPANY.

(a) Events Causing Dissolution. The Company shall be dissolved, and its affairs
wound up, upon the occurrence of the first of the following events:

(i) The written consent of all Members to dissolve;

(ii) the cessation of membership of all Members of the Company, unless
the holders of all of the Financial Rights agree in writing, within
ninety (90) days after the cessation of Membership of the last Member,
to continue the legal existence and business of the Company and to
appoint one or more new Members;

(iii) when the Company is not the successor in a merger or
consolidation of the Company with one or more entities; or

(iv) upon the entry of a decree of judicial dissolution pursuant to the
Act.

(b) Winding Up Of Business. All Members who have not wrongfully dissolved the
Company may participate in the winding up of the Company's business and affairs.
Such Members may preserve the Company business or property as a going concern
for a reasonable time, prosecute and defend actions and proceedings, settle and
close the Company's business, dispose of and transfer property, discharge the
Company's liabilities, distribute the assets of the Company pursuant to the Act
and provisions of this Agreement, file articles of dissolution pursuant to the
Act, dispose of known claims against the Company under the procedure described
in the Act, publish notice of dissolution pursuant to the procedures in the Act
concerning unknown claims, and perform other necessary and appropriate acts.

8. LIABILITY AND INDEMNIFICATION PROVISIONS.

(a) Obligations and Debts of the Company. Except as any Member or Manager may
specifically otherwise agree in writing, no Member or Manager shall be liable
under any judgment, decree or order of a court or in any other manner for any
debt, obligation or liability of the Company, whether arising in contract, tort
or otherwise, or for the acts or omissions of any other Member or Manager, or of
any agent or employee of the Company.

(b) Liability of Members to Each Other. A Member or Manager who breaches any
provision of this Agreement shall be liable to each other Member and to the
Company for any loss, damage or expense arising, directly or indirectly, as a
result of the breaching Member's or Manager's (i) willful breach of any
provision of this Agreement (including but not limited to any actual or
attempted transfer of any portion of a Membership Interest other than as
permitted under the terms hereof), (ii) commission of any act which subjects any
Member or Manager to liability of any debt, obligation or liability of the
Company as if he were a general partner in any jurisdiction or to any other
liability except as provided for in this Agreement or under the Act or (iii)
commission of any act which results in the taxation of the Company for federal
income tax purposes as an association taxable as a corporation.

(c) Exculpation of Members. Except as provided in Section 10(b) and to the
extent that may otherwise be required by applicable law, no Member, Manager or
former Member or Manager, shall be liable, responsible or accountable in damages
or otherwise to the Company, to any Members or former Members, for any acts or
omissions related to the Company or its business activities unless the same
constitutes (i) gross negligence, (ii) fraud or other willful misconduct or
(iii) the breach of any material covenant to be performed under this Agreement.

(d) Indemnification by Company. Except for claims expressly excluded from the
exculpation provisions in Section 10(c), the Company shall, to the fullest
extent permitted by applicable law, indemnify, any Person, and the heirs,
devisees, executors and administrators of such Person (individually, an
"Indemnified Party," collectively, the "Indemnified Parties") who, by reason of
the fact that such Indemnified Party is or was a Member, Manager, agent,
affiliate or employee of the Company or an officer, director, shareholder,
member or manager of a Member or Manager, and was or is a party or is threatened
to be made a party, to:

(i) any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including appeals (other than an action by or in the right of the
Company), against expenses, including, without limitation, attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any such
threatened, pending or completed claim, action, suit or proceeding; and

(ii) any threatened, pending or completed claim, action or suit by or
in the right of the Company to procure a judgment in its favor, against
expenses including, without limitation, attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit.

(e) Interim Advances. Expenses (including, without limitation, attorneys' fees)
incurred by any Indemnified Party in defending a civil or criminal claim,
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such claim, action, suit or proceeding upon the Company's receipt
of an undertaking to repay such amount if and to the extent that it shall be
ultimately determined that such Indemnified Party is not entitled to be
indemnified by the Company.

(f) Maintenance of Indemnification Insurance. The Manager shall have the power
to purchase and maintain, at the expense of the Company, insurance on behalf of
any person who is or was a Member, Manager or employee of the Company 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 Company would have the
power to indemnify him against such liability under applicable law. When, and
if, the Company obtains any such insurance, the Company shall not be required to
maintain the same in effect, but the Company shall make reasonable efforts to
notify the covered person in writing within five (5) business days after making
any decision not to renew or replace such coverage. The maintenance of any such
insurance shall not diminish the Company's liability for indemnification under
the provisions hereof. Any claim for reimbursement or indemnification hereunder
shall not be denied by the Company on the basis that the same may or will be
covered by any insurance maintained by the Company.

(g) Notification and Defense of Claims. Promptly after receipt of any notice
concerning the commencement of an action, suit or proceeding, if a claim in
respect thereof is to be made against the Company, the Indemnified Party shall
notify the Company thereof, provided that failure to give such prompt notice
shall not relieve the Company from any liability it may have to the Indemnified
Party hereunder, except to the extent that the Company is prejudiced in its
defense of such claim as a result of such failure. The Company may assume the
defense of any such claim with counsel reasonably satisfactory to the
Indemnified Party, and shall not be obligated to furnish separate counsel to the
Indemnified Party in any action in which the Company and the Indemnified Party
are joined unless the Indemnified Party reasonably concludes that there may be a
conflict of interest between him and the Company. After notice from the Company
to the Indemnified Party of its election to so assume the defense of such claim,
the Company shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by him, except in cases where separate
representation is required. No settlement of any such claim shall be made
without the mutual approval of the Company and the Indemnified Party, but
neither of them shall unreasonably condition, delay or withhold their consent to
any settlement which the other has proposed.

(h) Other Remedies. The indemnification and advancement of expenses provided
under this Section shall not be deemed exclusive of any other rights to which an
Indemnified Party may be entitled under the Articles, this Agreement, or any
other agreement or understanding approved by a Majority.

(i) Scope of Provisions. For purposes of this Section, references to the Company
shall include all constituent entities absorbed in any consolidation or merger,
as well as the resulting or surviving entity, and the term "Indemnified Party"
shall mean any person who is or was a Member, Manager or employee of such a
constituent entity or is or was serving in any capacity at the request of the
Company or of any such constituent entity.

9. DUTY OF LOYALTY AND CARE. Pursuant to Section 10-12-21 of the Act, each
Member shall owe the Company and each other Member a duty of loyalty and a duty
of care. Notwithstanding the foregoing, as contemplated by Section 10-12-21(1)
of the Act, each Member

agrees that such duties of loyalty and care shall be modified to permit each
Member or affiliate thereof to do any of the following:

(a) to contract or otherwise deal with the Company in the conduct or
winding up of its business or affairs (including, without limitation, the
provision of services to, the lending of money to, of the guarantee of
indebtedness or extension of credit for or on the behalf of the Company),
provided that such Member or affiliate shall fully disclose to the Members all
material facts of such proposed contract, loan or arrangement and the Majority
of disinterested Members shall approve, authorize or ratify such contract, loan
or arrangement; and

(b) to carry on, participate or invest in any business, opportunity or
investment activity which may be competitive with or otherwise within the line
of business of the Company or which may present an opportunity for the Company
(in each case, regardless of whether the Company may be interested in pursuing
and financially able to undertake such activity, investment or enterprise),
other than ownership and management of property directly owned by the Company
(any such permitted business, opportunity or activity being hereinafter referred
to as a "Business Opportunity").

Each Member specifically acknowledges and consents to the right of each other
Member or Affiliate thereof to pursue any investment or participation in any
Business Opportunity without first being required to offer the same to the
Company for its own benefit, and such Member shall not be deemed in violation of
the duty of loyalty imposed under Section 10-12-21(f) of the Act as a result of
such investment or participation. Each Member hereby waives, releases and
relinquishes any claim it may have against any other Member and Member's
affiliates under any "partnership opportunity" doctrine or other legal or
equitable principal of law (including Section 10-12-21(f) of the Act) arising
with respect to or in connection with the pursuit of any Business Opportunity by
any other Member or affiliate thereof.

Each Member hereby further agrees as contemplated by Section 10-12-21(l)(2)(b)
of the Act, that a Majority of disinterested Members may approve, authorize, or
ratify, after full disclosure of all material facts, a specific act or
transaction that would otherwise violate the duty of loyalty prescribed under
Section 10-12-21 of the Act.

10. GENERAL PROVISIONS.

(a) Specific Performance. The parties hereby acknowledge and agree that the
Membership Interests are of a unique and extraordinary nature and cannot be
purchased on the open market because of the restriction on transferability
contained herein, and for those reasons, among others, the parties will be
irreparably damaged in the event that certain provisions of this Agreement are
not specifically enforced. Therefore, in the event of any controversy concerning
the sale or disposition of any Membership Interest, the same shall be
enforceable in a court of equity by a decree of specific performance, by
temporary or permanent injunction, or by any other legal or equitable remedy,
without the necessity of instituting arbitration proceedings, showing actual
damages or furnishing a bond or other security. Such remedies shall be

cumulative, rather than exclusive, and shall be in addition to any other remedy
which the Company or any Member may have for such breach of this Agreement.

(b) Arbitration Of Disputes. The parties hereto acknowledge and agree that this
Agreement and the performance of the transactions contemplated hereby evidence
transactions which involve a substantial nexus with interstate commerce.
Accordingly, except in the case of a controversy or claim concerning the sale or
disposition of any Membership Interest, any controversy or claim between the
Members arising out of or related to the Company or any breach of this Agreement
must be settled by binding arbitration in Birmingham, Alabama by the American
Arbitration Association in accord with its then-prevailing rules, in lieu of
judicial proceedings. The arbitrators shall have no power to change the
provisions of this Agreement, and the determination of the arbitrators shall be
conclusive and binding upon the parties thereto, and judgment upon the award
rendered may be entered in accordance with applicable law in any court having
jurisdiction thereof. The prevailing party in any arbitration proceeding shall
be entitled, in addition to such other relief as it may obtain, to the payment
of all costs and expenses incurred in connection therewith, including reasonable
attorneys' fees.

(c) Procedure For Consent. If a Member delivers notice to the other Members of
any proposal or other matter required to be submitted for consideration, consent
or approval under this Agreement, which notice shall include a description of
the matter and may include such Member's recommendation as to such matter, then
the matter shall be conclusively presumed to have been consented to and approved
by any Member who fails to deliver notice of a written objection or negative
vote within ten (10) days thereafter.

(d) Survival of Rights. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, legatees,
executors, administrators, successors and permitted assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement.

(e) Headings. The headings of the Sections of this Agreement are inserted for
convenience and general reference only, shall not be construed as part of this
Agreement, and shall in no way be construed as defining, limiting or affecting
the scope or intent of the provisions of this Agreement.

(f) Governing Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Alabama.

(g) Waiver. No consent or waiver, expressed or implied, by a Member with respect
to any breach or default by any other Member in the performance by such other
Member of his obligations hereunder shall be deemed or construed to be a consent
or waiver with respect to any other breach or default in the performance by such
other Member of the same or any other obligations of such other Member
hereunder. Failure on the part of a Member to complain of any act or failure to
act of any other Member or to declare any other Member in default, irrespective
of how long such failure continues, shall not constitute a waiver by such Member

of his rights hereunder. The giving of consent by a Member in any one instance
shall not limit or waive the necessity of obtaining such Member's consent in any
future instance. Any consent required to be given hereunder shall be in writing
unless otherwise provided herein.

(h) Amendment. This Agreement may not be changed orally, but only by an
instrument in writing signed by a Majority of Members after ten (10) days notice
of the proposed amendment has been given to each Member.

(i) Further Assurances. Each party hereto agrees to do all acts and things and
to make, execute and deliver such written instruments as shall from time to time
be reasonably required to carry out the terms and provisions of this Agreement.

(j) Notice. Company statements, reports and income tax returns may be mailed to
Members by regular first-class mail. All other notices and communications under
this Agreement shall be in writing, duly signed by the party giving the same,
and shall be deemed to have been delivered (i) when deposited in any United
States postal facility, with sufficient postage affixed, for delivery by
registered or certified mail, return receipt requested, and addressed as follows
(or to such other address as a Member may specify by notice in the manner
provided herein):

Xxxxxx X. XxxXxxxx 000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000

Southwind Development c/o Xxxxxx X. XxxXxxxx
Management Company, Inc. 000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000

or (ii) when actually received by hand delivery, by nationwide air courier, by
telecopy or by other form of facsimile transmission. The registered agent of the
Company shall use his reasonable best efforts to notify the Members of any
notices or communications required to be delivered pursuant to this Agreement.

(k) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings relating to the subject
matter hereof, and there are no agreements, understandings, warranties or
representations between the parties hereto other than those set forth herein.

IN WITNESS WHEREOF, the Members have caused this Agreement to be executed and
delivered as of the date first written above.

XXXXXXXX:

/s/ Xxxxxx X. XxxXxxxx
--------------------------------------
Xxxxxx X. XxxXxxxx

SOUTHWIND DEVELOPMENT:

SOUTHWIND DEVELOPMENT MANAGEMENT
COMPANY, INC.

By: /s/ Xxxxxx X. XxxXxxxx
-----------------------------------
Its President

15
19

EXHIBIT A

Percentage
Member Class A Units Interest
------ ------------- -----------

Xxxxxx X. XxxXxxxx 99 99%

Southwind Development 1 1%
Management Company, Inc.

A-1

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