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                                     BYLAWS
                                     ------
                                       OF
                                       --
                        BANKUNITED FINANCIAL CORPORATION
                        --------------------------------



                                   ARTICLE ONE
                            MEETINGS OF STOCKHOLDERS

         1.1 Annual Meeting of Stockholders. An annual meeting of stockholders
             ------------------------------
of BankUnited Financial Corporation (the "Corporation") shall be held for each
fiscal year of the Corporation at such time and place, within or without the
State of Florida, as may from time to time be fixed by the Board of Directors;
provided, however, that failure to hold the annual meeting does not affect the
validity of any corporate action and shall not work a forfeiture of or
dissolution of the Corporation.

         1.2 Special Meetings of Stockholders. Special meetings of the
             --------------------------------
stockholders may be called at any time by the Board of Directors, the Chairman
of the Board, if any, the President, or by the holders of not less than 10
percent of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Special meetings of the stockholders
shall be held at such time and place, within or without the State of Florida, as
may be determined by the person or persons calling the meeting.

         1.3 Notice. The Secretary or the officer or persons calling the meeting
             ------
shall deliver a written notice of the place, day and hour of all meetings of
stockholders, no fewer than 10 nor more than 60 days before the date of the
meeting, either personally or by first class mail, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with first class postage
thereon prepaid, addressed to the stockholder's address shown in the
Corporation's current record of stockholders. The notice of any special meeting
of stockholders shall state the purpose or purposes for which the meeting is
called. Notice of any meeting of stockholders need not be given to any
stockholder who signs a waiver of notice, either before or after the meeting. A
stockholder's attendance at a meeting, in person or by proxy, waives objection
(a) to lack of notice or defective notice of the meeting and all objections to
the place of the meeting, time of the meeting and the manner in which it has
been called or convened unless the stockholder at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting; and (b)
to consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder
objects to considering the matter when it is presented.

         1.4 Fixing of Record Date. For the purpose of determining stockholders
             ---------------------
entitled to notice of a stockholders' meeting, to demand a special meeting, to
vote, to receive payment of any dividend, or to take any other action, the Board
of Directors shall fix in advance a date as the record date for any such
determination of stockholders. A record date may not be more than 70 days before
the meeting or action requiring a determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.

         1.5 Voting; Presiding Officer. At all meetings of the stockholders,
             -------------------------
each holder of shares of the capital stock of the Corporation shall be entitled
to cast such vote as he or she may have, either in person or by written proxy,
for each share standing in his or her name on the books of the Corporation. The
Chairman of the Board, or if there is no such officer, the President, shall
preside at all meetings of the stockholders, unless he or she delegates such
authority.

         1.6 Proxies. At all meetings of stockholders, a stockholder may vote by
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proxy executed in writing by the stockholder or by his or her duly authorized
attorney-in-fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. An appointment of a proxy is
valid for up to 11 months unless a longer period is expressly provided in the
appointment.
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         1.7 Voting of Shares in the Name of Two or More Persons. When shares
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stand of record in the name of two or more persons, whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, then
acts with respect to voting, in person or by proxy, shall have the following
effect: (a) if only one votes, his or her act binds all; (b) if more than one
vote, the act of the majority so voting binds all; and (c) if more than one
vote, but the vote is evenly split on any particular matter, each faction may
vote the securities in question proportionally, or any person voting the shares,
or a beneficiary, if any, may apply to the appropriate Florida court or such
other court as may have jurisdiction to appoint an additional person to act with
the persons so voting the shares, which shall then be voted as determined by a
majority of such persons and the person appointed by the court. If the
instrument so filed shows that any such tenancy is held by unequal interests, a
majority or even split for the purpose of this subsection shall be a majority or
even split in interest.

         1.8 Voting of Shares by Certain Holders. If the name signed on a vote,
             -----------------------------------
consent, waiver or proxy appointment corresponds to the name of a stockholder,
the Corporation is entitled to accept the same and give it effect as the act of
the stockholder. If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of the Corporation's stockholder,
the Secretary of the Corporation, or other officer or agent designated by the
Board of Directors, shall be entitled, acting in good faith on behalf of the
Corporation, to accept the vote, consent, waiver or proxy appointment, and give
it effect as the act of the stockholder, if the name signed purports to be that
of a fiduciary, receiver, trustee, assignee, pledgee, beneficial owner or
attorney in fact of the stockholder and, if the corporation requests, evidence
acceptable to the Secretary, or designated officer or agent of the signatory's
authority and status has been presented with respect to the vote, consent,
waiver or proxy appointment. The Secretary or designated officer or agent shall
make such determination as to voting of shares in his or her reasonable judgment
based on information available to him or her at the time of the stockholder
meeting. The Secretary of the Corporation or other designated officer or agent
is entitled to reject a vote, consent, waiver or proxy appointment in good faith
if he or she has reasonable basis for doubt about the validity of the signature
or also with the signatory's authority.

             Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other corporation are
held by the Corporation, shall be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes of any
meeting.

         1.9 Quorum: Adjournment. At all meetings of stockholders, the presence,
             -------------------
in person or by proxy, of shares of the Corporation representing at least a
majority of the votes entitled to be cast on a matter at the meeting shall
constitute a quorum for the transaction of business on that matter, and, except
as otherwise required by law, action on a matter is approved if a quorum exists
and if the votes cast favoring the action exceed the votes cast opposing the
action. Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote on the election of directors at a meeting at which a
quorum is present. Where a separate vote by a class or classes is required, the
presence, in person or by proxy, of shares representing at least a majority of
the votes of such class or classes entitled to be cast on the matter shall
constitute a quorum entitled to take action with respect to that matter, and
action on the matter is approved if the votes cast within the class or classes
favoring the action exceed the votes cast opposing the action. The holders of a
majority of the votes represented at a meeting, whether or not a quorum is
present, may adjourn such meeting from time to time. Notwithstanding the
foregoing, the votes required to approve any action on a matter shall not be
greater than that required, at the time that the matter is presented to
stockholders, by law and the rules of the stock exchange or over-the-counter
market on which the Corporation's common stock is traded.

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                                  ARTICLE TWO
                                   DIRECTORS

         2.1 Powers of the Board. Subject to the Florida Business Corporation
             -------------------
Act and the Corporation's Articles of Incorporation, the full and entire
management of the affairs and business of the Corporation shall be vested in the
Board of Directors, which shall have and may exercise all of the powers that may
be exercised or performed by the Corporation.

         2.2 Number of Directors; Conduct of Meetings. The Board of Directors
             ----------------------------------------
shall consist of not less than five nor more than 20 members, such number within
these parameters to be set by the Board of Directors by resolution. Except with
respect to any directors elected by holders of one or more series of stock or of
preferred stock as set forth in the Articles of Incorporation or the resolutions
providing for the issuance of such stock, the Board of Directors shall be
divided into three classes of directors of as nearly equal numbers as is
possible, designated Class I, Class II and Class III, respectively, serving
staggered three-year terms, with the term of a class expiring at each annual
meeting of stockholders. Reflecting the Corporation's Reincorporation in Florida
in 1995, the terms of office of directors of Class III shall expire at the
annual meeting of stockholders in 1996, that of the directors of Class I at the
1997 meeting, and that of the directors of Class II at the 1998 meeting, and the
Board of Directors shall initially appoint the members of each class. At each
annual meeting of stockholders, a number of directors equal to the number of
directors of the class whose term expires at such meeting (or the number of
directors properly nominated and qualified for election) shall be elected to
hold office until the third succeeding annual meeting of stockholders after
their election. In all cases, each director shall serve until his successor is
elected and qualified, or until his earlier death, resignation or removal.

             A majority of said directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. Except as
otherwise provided in these Bylaws, all resolutions adopted and all business
transacted by the Board of Directors shall require the affirmative vote of a
majority of the directors present at the meeting.

             The Chairman of the Board, or if there is no Chairman of the
Board, then the Vice Chairman of the Board shall preside at all meetings of the
Board of Directors, unless he delegates such authority. If there is no Chairman
of the Board and the Vice Chairman of the Board is not a director, the directors
shall select a chairman for each meeting from their members.

         2.3 Vacancies. Except with respect to any directors elected by holders
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of one or more series of stock or of preferred stock as set forth in the
Articles of Incorporation or the resolutions providing for the issuance of such
stock, vacancies and newly created directorships resulting from an increase in
the authorized number of directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the Board of
Directors. As to any director elected by holders of one or more series of stock
or of preferred stock as set forth in the Articles of Incorporation or the
resolutions providing for the issuance of such stock, vacancies and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by the affirmative vote of the holders of such series of
stock or preferred stock that elected such director, such action to be taken at
a meeting called for such purpose. The directors elected to fill a vacancy or a
newly created directorship resulting from an increase in the number of
directors, shall hold office until the next annual election of directors by the
stockholders and the election and qualification of his successor.

         2.4 Meeting of the Board of Directors; Notice. The directors shall meet
             -----------------------------------------
annually immediately following the annual meeting of the stockholders; provided,
however, that the failure to hold the annual meeting shall not work a forfeiture
or affect otherwise valid corporate acts. Special meetings of the directors may
be called at any time by the Chairman of the Board or President, or by any two
directors, on two days' notice, which may be given orally or in writing
personally or by first class mail, telegram or cablegram, and shall be deemed
given when mailed or when the telegram or cablegram is sent, addressed to the
director at his address

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as it appears on the stockholder records of the Corporation or, if he is not a
stockholder, to his business address. Notice of any such meeting may be waived
by an instrument in writing. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. Any meeting of the Board of Directors may be held within or without
the State of Florida at such place as may be determined by the person or persons
calling the meeting.

             Members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting thereof 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.

         2.5 Director Action Without a Meeting. Any action required to be taken
             ---------------------------------
at a meeting of the directors, or any action that may be taken at a meeting of
the directors, may be taken without a meeting if a consent in writing, setting
forth the action so to be taken and signed by all the directors, is filed with
the minutes of the proceedings of the directors.

         2.6 Resignation. Any director may resign at any time by sending a
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written notice of such resignation to the principal office of the Corporation
addressed to the Chairman of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the Chairman of the Board or the President.

         2.7 Compensation. The Board of Directors shall have the authority to
             ------------
fix the compensation of directors, which compensation may include reasonable
expenses of attendance, if any. The Board of Directors shall also have the
authority to compensate members of either standing or special committees for
their attendance at committee meetings.

         2.8 Presumption of Assent. A director of the Corporation who is present
             ---------------------
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his or
her dissent or abstention shall be entered in the minutes of the meeting or
unless he or she shall file his or her written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
Corporation within five days after the date he or she receives a copy of the
minutes of the meeting. Such right to dissent shall not apply to a director who
voted in favor of such action.

                                 ARTICLE THREE
                        EXECUTIVE AND OTHER COMMITTEES

         3.1 Appointment. The Board of Directors, by resolution adopted by a
             -----------
majority of the full Board, may designate the Chief Executive Officer and two or
more of the other directors to constitute an Executive Committee. The
designation of any committee pursuant to this Article III and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
director, of any responsibility imposed by law or regulation.

         3.2 Authority. The Executive Committee, when the Board of Directors is
             ---------
not in session, shall have and may exercise all of the authority of the Board of
Directors in the management and affairs of the Corporation, except to the extent
that such authority shall be limited by the Articles of Incorporation, these
Bylaws, or laws of the State of Florida.

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         3.3 Tenure. Subject to the provisions of Section 3.8, each member of
             ------
the Executive Committee shall hold office until the next regular annual meeting
of the Board of Directors following his or her designation and until his or her
successor is designated as a member of the Executive Committee.

         3.4 Meetings. Regular meetings of the Executive Committee may be held
             --------
without notice at such times and places as the Executive Committee may fix from
time to time by resolution. Special meetings of the Executive Committee may be
called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral. Any
member of the Executive Committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.

         3.5 Quorum. A majority of the members of the Executive Committee shall
             ------
constitute a quorum for the transaction of business at any meeting thereof, and
action of the Executive Committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.

         3.6 Action Without a Meeting. Any action required or permitted to be
             ------------------------
taken by the Executive Committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the members of the Executive Committee.

         3.7 Vacancies. 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 she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place on any such absent or disqualified member.

         3.8 Resignations and Removal. Any member of the Executive Committee may
             ------------------------
be removed at any time with or without cause by resolution adopted by a majority
of the full Board of Directors. Any member of the Executive Committee may resign
from the Executive Committee at any time by giving written notice to the
President or Secretary of the Corporation. Unless otherwise specified
thereon,such resignation shall take effect upon receipt. The acceptance of such
resignation shall not be necessary to make it effective.

         3.9 Procedure. The Executive Committee shall elect a presiding officer
             ---------
from its members and may fix its own rules of procedure which shall not be
inconsistent with these Bylaws. It shall keep regular minutes of its proceedings
and report the same to the Board of Directors for its information at the meeting
thereof held next after the proceedings shall have been taken.

         3.10 Other Committees. The Board of Directors may, by resolution,
              ----------------
establish an Audit Committee or other committees composed of directors as they
may determine to be necessary or appropriate for the conduct of the business of
the Corporation and may prescribe the duties, constitution and procedures
thereof.

                                 ARTICLE FOUR
                                   OFFICERS

         4.1 Officers; Election. The Board of Directors shall elect a President,
             ------------------
a Secretary and a Treasurer and may elect a Chairman of the Board, one or more
Vice Chairmen of the Board, one or more Vice Presidents, and such assistant
officers as the Executive Committee shall recommend. Any two or more offices may
be held by the same person.

         4.2 Chairman of the Board. The Board of Directors may elect from its
             ---------------------
members a Chairman of the Board, who shall preside at all meetings of the Board
of Directors and stockholders as provided herein. The Chairman of the Board
shall be the chief executive officer of the Corporation and shall have the
authority to execute

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bonds, mortgages or other contracts under the seal of the Corporation. The
Chairman of the Board shall perform such other duties as may be prescribed by
the Board of Directors.

         4.3 Vice Chairmen of the Board. The Board of Directors may elect from
             --------------------------
its members one or more Vice Chairmen of the Board. In the absence of the
Chairman of the Board, the Vice Chairman of the Board having the longest tenure
on the Board, among those Vice Chairmen present, shall preside at any meeting of
the Board of Directors or stockholders. Each Vice Chairman shall at all times
report to and remain under the direction of the Chairman of the Board, or the
Board of Directors, unless specific executive authority is otherwise delegated.
Each Vice Chairman of the Board shall perform such other duties as may be
prescribed by the Board of Directors.

         4.4 President. The President shall be responsible for administration of
             ---------
the affairs of the Corporation, including general supervision of the policies
and financial affairs of the Corporation. He or she shall have the authority to
execute bonds, mortgages or other contracts or agreements under the seal of the
Corporation. If the Board of Directors shall not have elected a Chairman of the
Board, or if the Chairman of the Board is not available to serve, the President
shall preside at all meetings of the stockholders and, if he or she is a
director, at all meetings of the Board of Directors of the Corporation. The
President shall have the authority to institute or defend legal proceedings when
the directors are deadlocked.

         4.5 Secretary. The Secretary shall keep minutes of all meetings of the
             ---------
stockholders and directors and have charge of the minute books, stockholder
records and seal of the Corporation and shall perform such other duties and have
such other powers as may from time to time be delegated to him or her by the
President or the Board of Directors.

          4.6 Treasurer. The Treasurer shall be charged with the management of
              ---------
the financial affairs of the Corporation. He or she shall in general perform all
of the duties incident to the office of treasurer and such other duties as may
from time to time be assigned to him or her by the President or the Board of
Directors.

          4.7 Vice Presidents. The Vice Presidents, if any, shall perform such
              ---------------
duties as are generally performed by vice presidents with equivalent
restrictions on title, if any, and shall perform such other duties and exercise
such other powers as the President or majority of the Board of Directors shall
request or delegate. In the absence of the President or in the event of his
death or inability to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President; provided, however, that if there is
more than one Vice President, any Vice President shall have the authority to
execute bonds, mortgages or other contracts or agreements under the seal of the
Corporation, subject to all the restrictions upon the President relating to such
functions, but all other duties of the President shall be performed by the Vice
President designated at the time of his election, or in the absence of any
designation, then in order of election (or if more than one Vice President is
elected at the same meeting, in the order in which they are listed in the
resolution electing them), and when so acting shall have all the powers of and
be subject to all the restrictions upon the President.

          4.8 Other Officers. The Board of Directors or the President may
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appoint such other officers, assistant officers and agents as the Board of
Directors or the President may determine. Any Vice President so appointed shall
perform such duties as are generally performed by elected Vice Presidents with
equivalent restrictions on title, if any. Any other officers or assistant
officers so appointed shall perform such duties as are generally performed by
the elected officers or assistant officers having the same title.

          4.9 Removal of Officers. Any officer, assistant officer or agent
              -------------------
elected or appointed by the Board of Directors may be removed by the Board
whenever, in its judgment, the best interests of the Corporation will be served
thereby. Any officer or assistant officer appointed by the President may be
removed by the President, or the Board of Directors whenever in his or its
judgment the best interests of the Corporation will be served thereby.

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          4.10 Vacancies. Any vacancy, however occurring, in any office, may be
               ---------
filled by the Board of Directors.


                                  ARTICLE FIVE
                                      SEAL

          5.1 Seal. The seal of the Corporation 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 a seal at any time, the words "Corporate Seal" or the
word "Seal" in parentheses or scroll accompanying the signature of an officer
signing for and on behalf of the Corporation shall be the seal of the
Corporation. The seal shall be in the custody of the Secretary and affixed by
him or her on the stock certificates and such other papers as may be directed by
law, by these Bylaws or by the Board of Directors.

                                  ARTICLE SIX
                             CONTRACTS AND CHECKS

          6.1 Contracts. To the extent permitted by applicable state
              ---------
regulations, and except as otherwise prescribed by these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation 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.

          6.2 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 one or more officers, employees or agents of
the Corporation in such manner as shall from time to time be determined by the
Board of Directors.

                                 ARTICLE SEVEN
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

          7.1 Certificates for Shares. Certificates representing shares of
              -----------------------
capital stock of the Corporation shall be in such form as shall be determined by
the Board of Directors. Such certificates shall be signed by the Chairman of the
Board, Vice Chairman of the Board, President or by any Vice President of the
Corporation authorized by the Board of Directors and by the Treasurer or an
assistant treasurer, or the Secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar, other than the Corporation itself or one of
its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for the like
number of shares shall have been surrendered and cancelled except that in the
case of a lost or destroyed certificate, a new certificate may be issued upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

          7.2 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.

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          7.3 Transfer of Shares. To the extent permitted by applicable state
              ------------------
statutes or regulations: (a) transfer of shares of capital stock of the
Corporation shall be made only on its stock transfer books; (b) authority for
such transfer shall be given only by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation; (c) such transfer shall be made only on surrender for
cancellation of the certificate for such shares; and (d) the person in whose
name shares of capital stock stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.

                                 ARTICLE EIGHT
                           FISCAL YEAR; ANNUAL AUDIT

          The fiscal year of the Corporation shall end on the 30th day of
September of each year. The Corporation shall be subject to an annual audit as
of the end of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors.

                                 ARTICLE NINE
                                   DIVIDENDS

          Dividends upon the stock of the Corporation, subject to the provisions
of the Articles of Incorporation, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in stock.

                                  ARTICLE TEN
                         INDEMNIFICATION AND INSURANCE

          10.1 General. 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 he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the Corporation's request as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

          10.2 Derivative Actions. 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 or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the Corporation's request as a director, officer, employee or agent of another
corporation or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made
under this Section if such person shall be adjudged to be liable to the
Corporation, unless and only to the extent that the applicable Florida court 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 person is fairly and reasonably entitled to
indemnity for such expenses which the appropriate Florida court or such other
court shall deem proper.

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          10.3 Expenses. To the extent that a director, officer, employee or
               --------
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

          10.4 Requirements. Indemnification under Sections 10.1 and 10.2
               ------------
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 10.1 and 10.2.

          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;

                  (2) if such a quorum is not obtainable, or even if obtainable,
          by majority vote of a committee duly designated by the Board
          consisting solely of two or more disinterested directors;

                  (3) by independent legal counsel in a written opinion; or

                  (4) by the stockholders.

          10.5 Advancement of Expenses. Expenses (including attorneys' fees)
               -----------------------
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such officer or
director to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Corporation as authorized by this
Article Ten. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

          10.6 Non-Exclusivity of Rights. The rights conferred on any person by
               -------------------------
this Article 10 shall not be exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under these
Bylaws, agreement, the vote of stockholders or disinterested directors, the
Articles of Incorporation, statute or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office.

          10.7 Additional Indemnification. Notwithstanding this Article Ten, but
               --------------------------
in addition thereto, each person who is or was a director, officer, employee or
agent of the Corporation (including the heirs, executors, administrators and
estate of such person), or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or other
enterprise, shall be indemnified by the Corporation as of right to the fullest
extent permitted or authorized by the present and future laws of Florida and any
other applicable laws against any liability, cost, payment or expense asserted
against, or paid or incurred by, him or her in his or her capacity as such a
director, officer, employee or agent.

          10.8 Insurance. The Corporation shall purchase and maintain insurance,
               ---------
if such insurance is reasonably available to the Corporation, 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 or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article 10.

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<PAGE>

                                ARTICLE ELEVEN
                                  AMENDMENTS

          These Bylaws may be amended at any time by either the Board of
Directors or the stockholders, but the Board of Directors may not amend or
repeal any bylaw adopted by the stockholders if the stockholders specifically
provide that such bylaw is not subject to amendment or repeal by the directors.

                                ARTICLE TWELVE
                          CONTROL SHARE ACQUISITIONS

          Section 607.0902 of the Florida Business Corporation Act shall not
apply to control share acquisitions (as that term is defined in such section) of
shares of the Corporation.

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