Exhibit
      3.2




**BY-LAWS**
  **OF**
  **SIMCLAR,
        INC.**
  **Adopted
        January 17, 1985, and as amended April 9, 2001**
  **ARTICLE
        I**
  **OFFICES**
   1.1  Registered
        or Statutory Office, and Agent or Clerk .
        The
        registered or statutory office of the Corporation in the state of incorporation
        is at 2201 West 76th Street, Hialeah, Florida. The registered, statutory
        or
        resident agent of the Corporation at such office is Mili Lamas.
  1.2  Other
        Places of Business .
        Branch
        or subordinate offices or places of business may be established at any time
        by
        the Board· of Directors at any place or places where the Corporation is
        qualified to do business.
  **ARTICLE
        II**
  **SHAREHOLDERS**
  2.1  Annual
        Meeting .
        Except
        as otherwise provided in Section 2.3 of these By-Laws, the annual meeting
        of
        shareholders shall be held upon not less than ten nor more than sixty days
        written notice of the time, place and purposes of the meeting, at 10:00 A.M.
        On
        the third day of the month of June of earn year at the principal office of
        the
        Corporation or at such other time and place as the Board of Directors shall
        otherwise fix, in order to elect directors and transact such other business
        as
        shall come before the meeting. If that date is a legal holiday, the meeting
        shall be held at the same hour on the next succeeding business day.
  
  2.2.  Special
        Meetings .
        A
        special meeting of shareholders may be called for any purpose by the Chairman
        of
        the Board, the Board of Directors, the holders of not less than 20% of all
        the
        shares entitled to vote at the meeting, or as permitted by law. A special
        meeting shall be held Upon not less than ten nor more than sixty days written
        notice of the time, place and purposes of the meeting. No business other
        than
        that specified in the notice of special meeting shall be transacted at the
        special meeting.
  2.3  Action
        Without Meeting .
        Any
        action required by statute to be taken at any annual or special meeting of
        shareholders of the Corporation, or any action which may be taken at any
        annual
        or special meeting of shareholders, may be taken without a meeting, without
        prior notice and without a vote, if a consent in writing, setting forth the
        action so taken, shall be signed by the holders of outstanding shares having
        not
        less than the minimum number of votes that would be necessary to authorize
        or
        take such action at a meeting at which all shares entitled to vote thereon
        were
        present and voted. Within ten days after obtaining such authorization by
        written
        consent, notice of the taking of the corporate action without a meeting by
        less
        than unanimous written consent shall be given to those shareholders who have
        not
        consented in writing.
  The
        notice shall fairly summarize the material features of the authorized action
        and, if the action be a merger, consolidation, or sale or exchange of assets
        for
        which dissenters rights are provided by law, the notice shall contain a clear
        statement of the right of shareholders dissenting therefrom to be paid the
        fair
        value of their shares upon compliance with provisions of law regarding the
        rights of dissenting shareholders.
  Any
        such
        written consent may be given by one or any number of substantially concurrent
        written instruments of substantially similar tenor signed by such holders,
        in
        person or by attorney or proxy duly appointed in writing, and filed with
        the
        Secretary or an Assistant Secretary of the Corporation. Any such written
        consent
        shall be effective as of the effective date thereof as specified therein,
        provided that such date is not more than sixty days prior to the date such
        written consent is filed as aforesaid, or, if· no such date is so specified, on
        the date such written consent is filed as aforesaid.
  2
  2.4  Quorum .
        At any
        meeting of shareholders, the holders of a majority of all of the shares of
        the
        stock entitled to vote at the meeting, present in person or by proxy, shall
        constitute a quorum for all purposes, unless or except to the extent that
        the
        presence of a larger number may be required by law.
  If
        a
        quorum shall fail to attend any meeting, the chairman of the meeting or the
        holders of a majority of the shares entitled to vote who are present, in
        person
        or by proxy, may adjourn the meeting to another place, date, or
        time.
  If
        a
        notice of any adjourned special meeting of shareholders is sent to all
        shareholders entitled to vote thereat, stating that it will be held with
        those
        present constituting a quorum, then except as otherwise required by law,
        those
        present at such adjourned meeting shall constitute a quorum, and all matters
        shall be determined by a majority of the votes cast at such
        meeting.
  2.5  Notice
        of Meetings .
        Written
        notice stating the place, date, and time of ·all meetings of Shareholders, and
        in the case of a special meeting, as per Section 2.2, to each shareholder
        entitled to vote at such meeting, except as otherwise provided herein or
        required by law (meaning hereinafter as required from time to time by the
        Florida General Corporation Act or the Certificate of Incorporation of the
        Corporation) either personally or by first-class mail, by or at the direction
        of
        the president, the secretary, or the officer or persons calling the
        meeting.
  When
        a
        meeting is adjourned to another place, date or time, written notice need
        not be
        given of the adjourned meeting if the place, date, and time thereof are
        announced at the meeting at which the adjournment is taken; provided, however,
        that if the date of any adjourned meeting is more than thirty days after
        the
        date for which the meeting was originally noticed, or if a new record, date
        is
        fixed for the adjourned, meeting, written notice of the place, date, and
        time of
        the adjourned meeting shall be given in conformity herewith. At any adjourned
        meeting, any business may be transacted which might have been transacted
        at the
        original meeting.
  3
  2.6  Record
        Date .
        The
        record date for all meetings of shareholders shall be as fixed by the Board
        of
        Directors or as provided by statute.
  2.7  Presiding
        Officer and Secretary .
        At
        every meeting of shareholders the Chairman of the Board, or in his absence
        (or
        if there be none) the President, or in his absence a Vice President, or,
        if none
        be present, the appointee of the meeting, shall preside. The Secretary, or
        in
        the absence of the Secretary, an Assistant Secretary, or if none be present,
        the
        appointee of the presiding officer of the meeting, shall act as secretary
        of the
        meeting.
  2.8  Conduct
        of Business .
        The
        chairman of any meeting highest ranking officer of the Corporation, or if
        none
        be present, the to him in order of shareholders shall determine the order
        of
        business and the procedure at the meeting, including such regulation of the
        manner of voting and the conduct of discussion as seem to him in
        order.
  2.9  Proxies
        and Voting .
        At any
        meeting of the shareholders, every shareholder entitled to vote or to express
        consent or dissent to corporate action in writing without a meeting, or his
        duly
        authorized attorney-in-fact, may vote in person or by proxy authorized by
        an
        instrument in writing filed in accordance with the procedure established
        for the
        meeting. Every proxy shall be signed by the shareholder or by his duly
        authorized attorney-in-fact.
  Except
        as
        otherwise provided by law, or by the Articles of Incorporation, each stockholder
        of record of stock of the Corporation entitled to vote on any matter at any
        meeting of shareholders shall have one vote for every share of such stock
        standing in the name of such holder as registered in his name on the stock
        ledger of the Corporation on the record date for the determination of the
        shareholders entitled to vote at the meeting.
  4
  All
        voting, except on the election of directors and where otherwise required
        by law,
        may be by a voice vote; provided, however, that upon demand therefor by a
        shareholder entitled to vote or his proxy, a share vote shall be taken. Every
        share vote shall be taken by ballots, each of which shall state the name
        of the
        shareholder or proxy voting and such other information as may be required
        under
        the procedure established for the meeting. Every vote taken by ballots shall
        be
        counted by an inspector or inspectors appointed by the chairman of the
        meeting.
  Except
        as
        otherwise required by law, all elections and other matters shall be determine
        by
        a majority of the votes cast.
  2.10  Stock
        List .
        The
        officers or agent having charge of the stock transfer books of the Corporation
        shall prepare and make, at least ten days before each meeting of shareholders,
        a
        complete list of shareholders entitled to vote at any meeting or shareholders,
        or any adjournment thereof, arranged in alphabetical order for each class
        of
        stock and showing the address of each shareholder and the number of shares
        registered in the shareholder’s name. Such shareholder list shall be kept on
        file at the principal place of business of the Corporation, or at the office
        of
        the transfer agent or registrar of the Corporation for a period of at least
        ten
        days prior to the meeting and during such ten day period the shareholder
        list
        shall be open to the examination of any such shareholder, for any purpose
        germane to the meeting, during ordinary business hours, either at a place
        within
        the city where the meeting is to be held, which place shall be specified
        in the
        notice of the meeting, or if not so specified, at the place where the meeting
        is
        to be held.
  5
  The
        stock
        list shall also be kept at the place of the meeting during the whole time
        thereof and shall be open to the examination of any such shareholder who
        is
        present. This list shall presumptively determine the identity of the
        shareholders entitled to vote at the meeting and the number of shares held
        by
        each of them.
  **ARTICLE
        III**
  **BOARD
        OF DIRECTORS**
  3.1  Number
        of Directors .
        The
        Board of Directors shall consist of no less than two nor more than nine members
        until changed as provided in this Section. The number of directors may be
        changed at any time from time to time by vote at a meeting or by written
        consent
        of the shareholders entitled to vote on the election of directors, or by
        a
        resolution of the Board of Directors passed by a majority of the whole Board
        of
        Directors, except that no decrease shall shorten the term of any incumbent
        director unless such director is specifically removed for cause at the time
        of
        such decrease.
  Whenever
        the authorized number of directors is increased between annual meetings of
        the
        shareholders, a majority of the directors than in office shall have the power
        to
        elect such new directors for the balance of a term and until their successors
        are elected and qualified. Any decrease in the authorized number of the
        directors shall not become effective until the expiration of the term of
        the
        directors then in office unless, at the time of such decrease, there shall
        be
        vacancies on the board which are being eliminated by the decrease.
  3.2  Election
        and Term of Directors .
        Each
        director shall be elected by the shareholders at each annual meeting or by
        written consent of shareholders entitled to vote thereon in lieu of such
        meeting, except as provided in Section 3.1, and shall hold office until the
        next
        annual meeting of shareholders and until that director’s successor shall have
        been elected and qualified.
  6
  3.3  Regular
        Meetings .
        A
        regular meeting of the Board shall be held at any place within or without
        the
        State of Florida, without notice immediately following and at the same place
        as
        the annual shareholders’ meeting for the purposes of electing officers and
        conducting such other business as may come before the meeting. If an annual
        election of directors occurs by written consent in lieu of the annual meeting,
        of shareholders, the annual meeting of the Board of Directors shall take
        place
        as soon after such written consent is duly filed with the Corporation as
        is
        practicable, either at the next regular meeting of the Board of Directors
        or at
        a special meeting. The Board, by resolution, may provide for additional regular
        meetings which may be held without notice, except to members not present
        at the
        time of the adoption of the resolution.
  3.4  Special
        Meetings .
        A
        special meeting of the Board may be called at any time by the president or
        by
        one-third of the directors for any purpose. Such meeting shall be held at
        any
        place within or without the State of Florida upon not less than two days
        notice
        if given orally, (either by telephone or in person) or by telegram, or Upon
        not
        less than four days notice if given by depositing the notice in the United
        States mails, postage prepaid. Such notice shall specify the time, place
        and
        purposes of the meeting.
  3.5  Action
        Without Meeting .
        The
        Board may not without a meeting if, prior to such action; each member of
        the
        Board shall consent in writing thereto. Such consent or consents shall be
        filed
        in the minute book.
  3.6  Quorum .
        A
        majority of the entire Board shall constitute a quorum for the transaction
        of
        business. If a quorum shall fail to attend any meeting, a majority of those
        present may adjourn the meeting to another place, date or time without further
        notice or waiver thereof, other than announcement at the meeting which shall
        be
        so adjourned.
  7
  3.7  Vacancies
        in Board of Directors .
        Vacancies in the Board, whether caused by removal, death, mental or physical
        incapacitation or any other reason, including vacancies caused by an increase
        in
        the number of directors, may be filled by the affirmative vote of a majority
        of
        the remaining directors, even though less than a quorum of the Board, or
        by a
        sole remaining director.
  3.8  Participation
        in Meetings by Conference Telephone .
        Members
        of ·the Board of Directors, or of any committee thereof, may participate in a
        meeting of such board or committee by means of conference telephone or Similar
        communications equipment that enables all persons participating in the meeting
        to hear each other. Such participation shall constitute presence in person
        at
        such meeting.
  3.9  Conduct
        of Business .
        At any
        meeting of the Board of Directors, business shall be transacted in such order
        and manner as the board may from time to time determine, and all matters
        shall
        be determined by the vote of a majority of the directors present, except
        as
        otherwise provided herein, the Articles of Incorporation, or required by
        law.
        Action may be taken by the Board of Directors without a meeting if all members
        thereof consent thereto in writing, and the writing or writings are filed
        with
        the minutes of proceedings of the Board of Directors.
  3.10  Powers .
        The
        Board of Directors may, except as otherwise required by law, exercise all
        such
        powers and do all such acts and things as may be exercised or done by the
        Corporation, including, without limiting the generality of the foregoing,
        the
        unqualified power:
  (1)
              To
                  declare dividends from time to time in accordance with law;
  (2)
              To
                  purchase or otherwise acquire any property, rights or privileges
                  on such
                  terms as it shall determine;
  8
  (3)
              To
                  authorize the creation, making and issuance, in such form as it
                  may
                  determine, of written obligations of every kind, negotiable or
                  non-negotiable, secured or unsecured, and to do all things necessary
                  in
                  connection therewith;
  (4)
              To
                  remove any officer of the corporation with or without cause, and
                  from time
                  to time to devolve the powers and duties of any officer upon any
                  other
                  person for the time being;
  (5)
              To
                  confer upon any officer of the Corporation the power to appoint,
                  remove
                  and suspend subordinate officers and
                  agents;
  (6)
              To
                  adopt from time to time such stock option, stock purchase, bonus
                  or other
                  compensation plans for directors; officers and agents of the Corporation
                  and its subsidiaries as it may
                  determine;
  (7)
              To
                  adopt from time to time such insurance, retirement, and other benefit
                  plans for directors, officers and agents of the Corporation and
                  its
                  subsidiaries as it may determine;
  (8)
              To
                  adopt from time to time regulations, not inconsistent with these
                  by-laws,
                  for the management of the Corporation’s business and
                  affairs.
  3.11  Compensation
        of Directors .
        Directors may receive, pursuant to resolution of the Board of Directors,
        fixed
        fees and other compensation for their services as directors, including, without
        limitation, their services as members of committees of the
        directors.
  3.12  Contracts
        and Transactions Involving Directors .
        No
        contract or other transaction between the Corporation and one or more of
        its
        directors or officers, or between the Corporation and any other corporation,
        partnership, association or other organization in which one or more of its
        directors or officers are directors or officers, or have a financial interest,
        shall be void or voidable solely for this reason, or solely because the director
        or officer is present at or participates in the meeting of the Board of
        Directors or committee thereof which authorizes the contract or transaction,
        or
        solely because the director’s vote is counted for such purpose, if: (1) the
        material facts as to his relationship or interest and as to the contract
        or
        other transaction are disclosed or are known to the Board of Directors or
        the
        committee, and the Board or committee in good faith authorizes the contract
        or
        transaction by a vote or consent sufficient for the purpose without counting
        the
        votes or consents of such interested directors; or (2) the material facts
        as to
        his relationship or interest and as to the contract or transaction are disclosed
        or are known to the shareholders entitled to vote thereon, and the contract
        or
        transaction is specifically approved in good faith by vote or written consent
        of
        the shareholders; or (3) the contract or transaction is fair as to the
        Corporation as of the time it is authorized, approved or ratified, by the
        Board
        of Directors, a committee thereof, or the shareholders. Common or interested
        directors may be counted in determining the presence of a quorum at a meeting
        of
        the Board of Directors or of a committee which authorizes the contract or
        transaction.
  9
  **ARTICLE
        IV**
  **COMMITTEES**
  4.1  Committees
        of the Board of Directors .
        The
        Board of Directors, by a vote of a majority of the whole Board, may from
        time to
        time designate committees of the Board, with such lawfully delegable powers
        and
        duties as it thereby confers, to serve at the pleasure of the Board and shall,
        for those committees and any others provided for herein, elect a director
        or
        directors to serve as the member or members, designating, if it desires,
        other
        directors as alternative members who may replace any absent or disqualified
        member at any meeting of the committee. In the absence or disqualification
        of
        any committee and any alternate member, the member or members of the committee
        present at the meeting and not disqualified from voting, whether or not he,
        she
        or they constitute a quorum, may by unanimous vote appoint another member
        of the
        Board of Directors to act at the meeting in the place of the absent or
        disqualified member. Any committee so designated may exercise the power and
        authority of the Board of Directors in the management of the business and
        affairs of the Corporation including declaring a dividend or to authorize
        the
        issuance of stock to the extent the resolution which designates the committee
        or
        a supplemental resolution of the Board of Directors shall so provide, except
        that no such committee shall have the authority to:
  10
  (a)
              approve
                  or recommend to shareholders actions or proposals required by law
                  to be
                  approved by shareholders;
  (b)
              designate
                  candidates for the office of director, for purposes of proxy solicitation
                  or otherwise;
  (c)
              fill
                  vacancies on the board of directors or any committee
                  thereof;
  (d)
              amend
                  the By-Laws;
  (e)
              authorize
                  or approve the reacquisition of shares unless pursuant to a general
                  formula or method specified by the Board of
                  Directors;
  (f)
              authorize
                  or approve the issuance or sale of, or any contract to issue or
                  sell,
                  shares or designate the terms of a series of a class of shares,
                  except
                  that the Board of Directors, having acted regarding general authorization
                  for the issuance or sale of shares, or any contract therefor, and,
                  in the
                  case of a series, the designation thereof, may, pursuant to a general
                  formula or method specified by the Board by resolution or by adoption
                  of a
                  stock option or other plan, authorize a committee to fix the terms
                  of any
                  contract for the sale of the shares and to fix the terms upon which
                  such
                  shares may be issued or sold, including, without limitation, the
                  price,
                  the rate or manner of payment of dividends, provisions for redemption,
                  sinking fund, conversion, and voting or preferential rights, and
                  provisions for other features of a class of shares, or a series
                  of a class
                  of shares, with full power in such committee to adopt any final
                  resolution
                  setting forth all the terms thereof and to authorize the statement
                  of the
                  terms of a series for filing with the Department of State under
                  law.
  4.2  Conduct
        of Business .
        Each
        committee may determine the procedural rules for meeting and conducting its
        business and shall act in accordance therewith, except as otherwise provided
        herein or required by law. Adequate provision shall be made for notice to
        members of all meetings; a majority of the members shall constitute a quorum
        unless the committee shall consist of one or two members, in which event
        all
        members are required to constitute a quorum; and all matters shall be determined
        by a majority vote of the members present. Action may be taken by any committee
        without a meeting if all members thereof consent thereto in writing, and
        the
        writing or writings are filed with the minutes of the proceedings of such
        committee. Each such committee shall keep a record of its acts and proceedings
        and shall report thereon to the Board of Director whenever requested to do
        so.
  11
  **ARTICLE
        V**
  **WAIVERS
        OF NOTICE**
  5.1  Waivers .
        Any
        notice required by these By-Laws, the certificate of incorporation or the
        law of
        the state of incorporation may be waived in writing by any person entitled
        to
        notice. The waiver or waivers may be executed either before, at or after
        the
        event with respect to which notice is waived. Each director or shareholder
        attending a meeting without protesting the lack of proper notice, prior to
        the
        conclusion of the meeting, shall be deemed conclusively to have waived such
        notice.
  **ARTICLE
        VI**
  **OFFICERS**
  6.1  Generally .
        The
        officers of the Corporation shall include a president, a secretary and a
        treasurer and may include a Chairman of the Board, Chief Executive Officer,
        one
        or more vice presidents, and such other subordinate officers as may from
        time to
        time be appointed by the Board of Directors. Officers shall be elected by
        the
        Board of Directors, which shall consider that subject at its first meeting
        after
        every annual meeting of shareholders, or by a duly authorized committee thereof
        with the approval of shareholders. Each officer shall hold his office until
        his
        Successor is elected and qualified or until his earlier resignation or removal.
        The President shall be a member of the Board of Directors. Any number of
        offices
        may be held by the same person, but no officer shall execute, acknowledge
        or
        verify any instrument in more than one capacity.
  12
  6.2  Duties
        and Authority of President .
        The
        president shall be Chief Executive Officer of the Corporation. In the absence
        of
        the Chairman of the Board (or if there be none), the President shall preside
        at
        all meetings of the shareholders and of the Board of Directors. Subject only
        to
        the authority of the Board, he shall have general charge and supervision
        over,
        and responsibility for, the business and affairs of the Corporation. Unless
        otherwise directed by the Board, all other officers shall be subject to the
        authority and supervision of the president. The president may enter into
        and
        execute in the name of the Corporation contracts or other instruments in
        the
        regular course of business or contracts or other instruments not in the regular
        course of business which are authorized, either generally or specifically,
        by
        the Board. He shall have the general powers and duties of management usually
        vested in the office of president of a corporation.
  6.3  Duties
        and Authority of Vice President .
        Each
        vice president shall perform such duties and have such authority as from
        time to
        time may be delegated to him by the president or by the Board of Directors.
        In
        the event of the absence, death, inability or refusal to act by the president,
        the vice president who has served in that capacity for the longest time and
        who
        shall be present and able to act shall perform the duties and be vested with
        the
        authority of the president.
  6.4  Duties
        and Authority of Treasurer .
        The
        treasurer shall have the custody of the funds and securities of the Corporation,
        shall endorse the same for deposit or collection when necessary and deposit
        the
        same to the credit of the Corporation in such banks at depositaries as the
        Board
        of Directors may authorize and shall keep or cause to be kept regular books
        of
        account for the Corporation. He may endorse all commercial documents requiring
        endorsements for or on behalf of the corporation and may sign all receipts
        and
        vouchers for payments made to the Corporation. The treasurer shall perform
        such
        other duties and possess such other powers as are incident to that office
        or as
        shall be assigned by the president or the Board of Directors.
  13
  6.5  Duties
        and Authority of Secretary .
        The
        secretary shall cause notices of all meetings to be served as prescribed
        in
        these By-Laws and shall keep or cause to be kept the minutes of all meetings
        of
        the shareholders and the Board. The secretary shall have charge of the seal
        of
        the Corporation and shall attest the same by his signature whenever required.
        He
        shall have charge of the stock ledger and such other books and papers as
        the
        Board of Directors may direct, but he may delegate responsibility for
        maintaining the stock ledger to any transfer agent appointed by the Board
        of
        Directors. The secretary shall perform such other duties and possess such
        other
        powers as are incident to that office or as are assigned by the president
        or the
        Board of Directors.
  6.6  Resignation
        and Removal of Officers .
        Any
        officer may resign at any time upon written notice to the Corporation. The
        Board
        may remove any officer or agent of the Corporation if such action, in the
        judgment of the Board, is in the best interest of the Corporation. Appointment
        or election to a corporate office shall not, of itself, establish or create
        contract rights.
  6.7  Vacancies
        in Offices .
        The
        Board, in its absolute discretion, may fill all vacancies in offices, regardless
        of the cause of such vacancies, for the remainder of the terms of the
        offices.
  6.8  Delegation
        of Authority .
        The
        Board of Directors may from time to time delegate the powers or duties of
        any
        officer to any other officers or agents, notwithstanding any provision
        hereof.
  6.9  Action
        with Respect to Securities of Other Corporations .
        Unless
        otherwise directed by the Board of Directors, the president shall have power
        to
        vote and otherwise act on behalf of the Corporation, in person or by proxy,
        at
        any meeting of shareholders of or with respect to any action of shareholders
        of
        any other corporation in which this corporation may hold securities and
        otherwise to exercise any and all rights and powers which this corporation
        may
        possess by reason of its ownership of securities in such other
        corporation.
  14
  6.10  Loans
        to Officers and Employees; Guaranty of Obligations of Officers and
        Employees .
        Except
        as proscribed by law, the corporation may lend money to, or guarantee any
        obligation of, or otherwise assist any officer or other employee of the
        Corporation or any subsidiary, including any officer or employee who is a
        director of the Corporation or any subsidiary, whenever, in the judgment
        of the
        directors, such loan, guaranty or assistance may reasonably be expected to
        benefit the Corporation. The loan, guaranty or other assistance may be with
        or
        without interest, and may be unsecured, or secured in such manner as the
        Board
        of Directors shall approve, including, without limitation, a pledge of shares
        of
        stock of the Corporation.
  6.11  Compensation
        and Bond .
        The
        compensation of the officers of the Corporation shall be fixed by the Board
        of
        Directors, but this power may be delegated to any officer in respect of other
        officers under his control. The Corporation may secure the fidelity of any
        or
        all of its officers, agents or employees by bond or otherwise.
  **ARTICLE
        VII**
  **INDEMNIFICATION
        OF DIRECTORS, OFFICERS AND OTHERS**
  7.1  Indemnification .
        The
        corporation shall indemnify any person who was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative (including
        any action or suit by or in the right of the Corporation) by reason of the
        fact
        that he is or was a director, officer, employee or agent of the Corporation,
        or
        is or was serving at the request of the Corporation as a director, officer,
        employee or agent of another corporation, partnership, joint venture, trust
        or
        other enterprise, against expenses (including attorney’s fees, judgments, fines
        and amounts paid in settlement actually and reasonably incurred by him in
        connection with such suit, action or proceeding if he acted in good faith
        and in
        a manner he 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 conduct was unlawful, provided, however,
        that in
        the case of an action or suit by or in the right of the Corporation, (a)
        such
        person shall be indemnified only to the· extent of his expenses (including
        attorneys’ fees) actually and reasonably incurred by him in connection with the
        defense or settlement thereof and not for any judgments, fines or amount
        paid in
        settlement and (b) no indemnification shall be made in respect of any claim,
        issue or matter as to which such person shall have been adjudged to be liable
        for negligence or misconduct in the performance of his duty to the Corporation
        unless, and only to the extent that, the appropriate court of the State of
        Florida 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 such Court shall deem proper.
  15
  Any
        indemnification hereunder (unless required by law or 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 this Article. Such determination shall be made (1) by
        the
        Board of Directors by a majority vote of a quorum consisting of directors
        who
        were not parties to such action, suit or proceeding, or (2) if such a quorum
        is
        not obtainable, or, even if obtainable a quorum of disinterested directors
        so
        directs, by independent legal counsel in a written opinion, or (3) by the
        stockholders of the corporation.
  16
  The
        indemnification provided herein shall not be deemed exclusive of any other
        rights to which those indemnified may be entitled under any statute, by-law,
        agreement, vote of stockholders or disinterested directors or otherwise,
        both as
        to action in his official capacity and as to action in another capacity while
        holding such office, and shall continue as to a person who has ceased to
        be a
        director, officer, employee or agent and shall inure to the benefit of the
        heirs, executors and administrators of such a person.
  The
        Corporation may purchase and maintain insurance on behalf of any person who
        is
        or was a director, officer, employee or agent of the Corporation, or is or
        was
        serving at the request of the Corporation as director, officer, employee
        or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise against any liability asserted against him and incurred by him
        in any
        such capacity, or arising out of his status as such, whether or not the
        Corporation would have the power to indemnify him against such liability
        under
        the provisions of the Florida General Corporation Act or of these
        By-Laws.
  The
        Corporation’s indemnity of any person who is or was a director, officer,
        employee or agent of the Corporation, or is or was serving at the request
        of the
        Corporation as a director, officer, employee or agent of another corporation,
        partnership, joint venture, trust or other enterprise, shall be reduced by
        any
        amounts such person may collect as indemnification (i) under any policy of
        insurance purchased and maintained on his behalf by the Corporation or (ii)
        from
        such other corporation, partnership, joint venture, trust or other
        enterprise.
  Nothing
        contained in this Article VII, or elsewhere in these By-Laws, shall operate
        to
        indemnify any director or officer if such indemnification is for any reason
        contrary to law, either as a matter of public policy, or under the provisions
        of
        the Securities Act of 1933, the Securities Exchange Act of 1934, or any other
        applicable state or federal law, or pursuant to contract or agreement to
        which
        such director or officer is a party.
  17
  For
        the
        purposes of this Article, references to “the Corporation” include all
        constituent corporations absorbed in a consolidation or merger as well as
        the
        resulting or surviving corporations so that any person who is or was a director,
        officer, employee or agent of such a constituent corporation or is or was
        serving at the request of such constituent corporation as a director, officer,
        employee or agent of another corporation, partnership, joint venture, trust
        or
        other enterprise shall stand in the same position under the provisions of
        this
        Article with respect to the resulting or surviving corporation as he would
        if he
        had served the resulting or surviving corporation in the same
        capacity.
  **ARTICLE
        VIII**
  **CAPITAL
        STOCK**
  8.1  Certificates .
        Certificates for shares of the Corpora tion shall be in such form as shall
        be
        approved by the Board of Directors. Each stockholder shall be entitled to
        a
        certificate signed by, or in the name of the Corporation by, the Chairman
        of the
        Board of Directors, if any, or the President or vice president, and by the
        secretary or an assistant secretary, or the treasurer or an assistant treasurer,
        certifying the number of shares owned by him. Any of or all the signatures
        on
        the certificate may be facsimile. Such certificates may be sealed with the
        seal
        of the Corporation or a facsimile thereof. In case any officer, transfer
        agent
        or registrar who has signed or whose facsimile signature has been placed
        upon a
        certificate shall have ceased to be such officer, transfer agent or registrar
        before such certificate is issued, it may be issued by the Corporation with
        the
        same effect as if he were such officer, transfer agent or registrar at the
        date
        of issue.
  18
  8.2  Transfers
        of Shares .
        Transfers of shares shall be made only upon the transfer books of the
        Corporation kept at an office of the Corporation or by transfer agents
        designated to transfer shares of the stock of the Corporation by the holder,
        in
        person or by duly authorized attorney. Except where a certificate is issued
        in
        accordance with Section 8.4 of these By-Laws, an outstanding certificate
        for the
        number of shares involved shall be surrendered for cancellation before a
        new
        certificate is issued therefor. The Board of Directors shall have the power
        to
        make all such rules and regulations, not inconsistent with the Articles of
        Incorporation and these By-Laws and the law, as the Board of Directors may
        deem
        appropriate concerning the issue, transfer and registration of certificates
        for
        shares of the Corporation.
  8.3  Stockholder
        Record Date .
        For the
        purpose of determining the shareholders entitled to notice of, or to vote
        at,
        any meeting of shareholders or any adjournment thereof, or to express consent
        to
        corporate action without a meeting, or entitled to receive payment of any
        dividend, or in order to make a determination of shareholders for any other
        purpose, the Board of Directors may provide that the stock transfer books
        shall
        be closed for a stated period not to exceed, in any case, sixty days. If
        the
        stock transfer books shall be closed for the purpose of determining shareholders
        entitled to notice of, or to vote at, a meeting of shareholders, such books
        shall be closed for at least ten days immediately preceding such meeting.
        Only
        such shareholders as shall be shareholders of record on the date so fixed
        shall
        be entitled to notice of, and to vote at, such meeting and any adjournment
        thereof, or to give such consent, or to receive payment of such dividend
        or
        other distribution, or to participate in such action, as the case may be,
        notwithstanding any transfer of any stock on the books of the Corporation
        after
        any record date so fixed.
  19
  In
        lieu
        of closing the stock transfer books, the Board of Directors may fix in advance
        a
        date as the record date for any such determination of shareholders, such
        date in
        any case to be not more than sixty days and, in case of a meeting of
        shareholders, not less than ten days prior to the date on which the particular
        action requiring such determination of shareholders is to be taken.
  If
        the
        stock transfer books are not closed and no record date is fixed for the
        determination of shareholders entitled to notice or to vote at a meeting
        of
        shareholders or shareholders entitled to receive payment of a dividend, the
        date
        on which notice of the meeting is mailed or the date on which the resolution
        of
        the Board of Directors declaring such dividend is adopted, as the case may
        be,
        shall be the record date for such determination of shareholders.
  A
        determination of shareholders of record entitled to notice of or to vote
        at a
        meeting of shareholders shall apply to any adjournment of the meeting, unless
        the Board of Directors fixes a new record date for the adjourned
        meeting.
  8.4  Lost,
        Stolen or Destroyed Certificates .
        In the
        event of the loss, theft or destruction of any certificate of stock, another
        may
        be issued in its place pursuant to such regulations as the Board of Directors
        may establish concerning proof of such loss, theft or destruction and concerning
        the giving of a satisfactory bond or bonds of indemnity.
  8.5  Regulations .
        The
        issue, transfer, conversion and registration of certificates of stock shall
        be
        governed by such other regulations as the Board of Directors may
        establish.
  20
  **ARTICLE
        IX**
  **NOTICES**
  9.1  Notices .
        Whenever notice is required by statute, or under any provision of the
        Certificate of Incorporation or these By-Laws, to be given to any shareholder,
        director, officer, or agent, such requirement shall not be construed to mean
        personal notice. Such notice may in every instance be effectively given by
        depositing a writing in a post office or letter box, in a postpaid, sealed
        wrapper, or by dispatching a prepaid telegram; addressed to such shareholder;
        director, officer, or agent at his or her address as the same appears on
        the
        books of the Corporation. The time when such notice is dispatched shall be
        the
        time of the giving of the notice.
  9.2  Waivers .
        A
        written waiver of any notice, signed by a shareholder, director, officer,
        or
        agent, whether before or after the time of the event for which notice is
        to be
        given, shall be deemed equivalent to the notice required to be given to such
        shareholder, director, officer, or agent. Neither the business nor the purpose
        of any meeting need be specified in such a waiver. In the case of a shareholder,
        such waiver of notice may be signed by such shareholder’s attorney or proxy duly
        appointed in writing. Attendance of a person at a meeting shall constitute
        a
        waiver of notice of such meeting, except when the person attends a meeting
        for
        the express purpose of objecting at the beginning of the meeting, to the
        transaction of any business because the meeting is not lawfully called or
        convened. Neither the business to be transacted at, nor the purpose of, any
        regular or special meeting of the shareholders, directors or members of a
        committee of directors need be specified in any written waiver of
        notice.
  21
  **ARTICLE
        X**
  **AMENDMENTS
        TO AND EFFECT OF BY-LAWS**
  10.1  Force
        and Effect of By-Laws .
        These
        By-Laws are subject to the provisions of the law of the state of incorporation
        and the Corporation’s Certificate of Incorporation, as it may be amended from
        time to time. If any provision in these By-Laws is inconsistent with a provision
        in the state statutes or the Certificate of Incorporation, the provision
        of the
        state statutes or the Certificate of Incorporation shall govern.
  10.2  Quantums .
        Wherever in these By-Laws references are made to more than one incorporator,
        director or shareholder, they shall, if this is· a sole incorporator, director,
        shareholder corporation, be construed to mean the solitary person; and all
        provisions dealing with the quantum of majorities or quorums shall be deemed
        to
        mean the action by the one person constituting the Corporation.
  10.3  Amendments
        to By-Laws .
        These
        By-Laws may be altered, amended or repealed by the shareholders or the Board.
        Any By-Law adopted, amended or repealed by the shareholders may be amended
        or
        repealed by the Board, unless the resolution of the shareholders adopting
        such
        By-Law expressly reserves to the shareholders the right to amend or repeal
        it.
  **ARTICLE
        XI**
  **MISCELLANEOUS**
  11.1  Facsimile
        Signatures .
        In
        addition to the provisions for the use of facsimile signatures elsewhere
        specifically authorized in these By-Laws, facsimile signatures of any officer
        or
        officers of the Corporation may be used whenever and as authorized by the
        Board
        of Directors or a committee thereof.
  22
  11.2  Corporate
        Seal .
        The
        Board of Directors may provide a suitable seal, containing the name of the
        Corporation, the year of incorporation and the words “Corporate Seal” and
“Florida”, which seal shall be in charge of the secretary. If and when so
        directed by the Board of Directors or a committee thereof, duplicates of
        the
        seal may be kept and used by the treasurer or by the assistant secretary
        or
        assistant treasurer. The seal may be used by causing it or a facsimile thereof
        to be impressed or affixed or in any other manner reproduced.
  11.3  Reliance
        upon Books, Reports and Records .
        Each
        director, each member of any committee designated by the Board of Directors,
        and
        each officer of the Corporation shall, in the performance of his duties,
        be
        fully protected in relying in good faith upon the books of account or other
        records of the Corporation, including reports made to the Corporation by
        any of
        its officers, by an independent certified public accountant, or by an appraiser
        selected with reasonable care.
  11.4  Time
        Periods .
        In
        applying any provision of these By-Laws which require that an act be done
        or not
        done a specified number of days prior to an event or that an act be done
        during
        a period of a specified number of days prior to an event, calendar days shall
        be
        used, the day of the doing of the act shall be excluded and the day pf the
        event
        shall be included.
  **ARTICLE
        XII**
  **FISCAL
        YEAR**
  12.4  Fiscal
        Year .
        The
        fiscal year of the corporation shall begin on the first day of January of
        each
        year.
  23
  **ARTICLE
        XIII**
  **LIMITED
        EXCLUSION FROM CONTROL SHARE ACQUISITION**
 **OF
        FLORIDA BUSINESS CORPORATION ACT 607.0902**
  Notwithstanding
        anything in these By-Laws to the contrary, the Corporation hereby provides
        that
        Section 607.0902 of the Florida Business Corporation Act relating to Control
        share acquisitions does not apply to any control share acquisitions of
        securities of the Corporation relating to any issuances or acquisitions of
        any
        securities of the Corporation pursuant to any savings, employee stock ownership,
        other employee benefit plan, any non-qualified stock option plan, any option,
        bonus, appreciation, profit sharing, retirement, incentive, thrift, savings,
        defined compensation, discount or similar options, rights or plans, or the
        issuance of any securities, shares or stock, directly or indirectly, separately
        or through options or rights or other similar plans to employees and to existing
        management, officers, consultants or similar parties, and directors duly
        elected
        by shareholders at a regular or special meeting and/or duly appointed and
        approved by such duly elected directors, not management, officers directors
        and
        control parties who are engaged or have obtained such status either in a
        hostile
        tender offer or bid or proxy contest, and other than securities, options,
        warrants or rights issued to all security holders on a pro rata basis. The
        term “plan” as used in this Article XIII includes, but is not limited to, any
        plan, contract, authorization or arrangement, whether or not set forth in
        any
        formal documents, pursuant to which the following may be received cash, stock,
        restricted stock, phantom stock, stock options, stock appreciation rights,
        stock
        options in tandem with stock appreciation rights, stock or other shares in
        tandem with stock options or any other stock appreciation rights, warrants,
        convertible securities, performance units and performance shares. A plan
        may be
        applicable to one person. Group, as considered in Section 607.0902 of the
        Florida Business Corporation Act shall not include directors and/or officers
        merely because such are participants in any plan as defined in this Article
        XIII, but would require some further “acting in concert” other than
        administrating, participating in or otherwise voting for such plan.
  24