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                                                                     Exhibit 3.2

                                     BY-LAWS

                                       OF

                              PRESIDION CORPORATION

                                   ARTICLE I.
                                     OFFICES

         SECTION 1.01. PRINCIPAL EXECUTIVE OFFICE. In addition to the office of
the corporation registered with the Secretary of State of Florida, the
corporation may also have offices at such places both within and without the
State of Florida as the Board of Directors may from time to time determine or
the business of the corporation may require.

                                   ARTICLE II.
                                  SHAREHOLDERS

         SECTION 2.01. ANNUAL MEETING. A meeting of shareholders shall be held
annually between January 1st and December 31st, inclusive, each year for the
purpose of electing directors, and for transacting any other business coming
before the meeting. If the day designated pursuant to Section 2.01 of this
Article for the annual meeting is a legal holiday in the State of Florida, such
meeting shall be held on the next business day. If the election of directors is
not held on the day so determined for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as
convenient.

         SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by law or by the
Articles of Incorporation, may be called by the Chairman of the Board, President
or by the Board of Directors, and shall be called by the President or Secretary
at the written request of a majority of the Board of Directors then in office.
No business shall be acted upon at a special meeting except as set forth in the
notice calling the meeting, unless one of the conditions for the holding of a
meeting without notice set forth in Section 2.05 shall be satisfied, in which
case any business may be transacted and the meeting shall be valid for all
purposes.

         SECTION 2.03. PLACE OF MEETING. The Board of Directors may designate
any place, either within or without the State of Florida, unless otherwise
prescribed by law or by the Articles of Incorporation, as the place of meeting
for any annual meeting or for any special meeting of the shareholders. If no
designation is made, or if a special meeting is otherwise called, the place of
meeting shall be the principal business office of the corporation.

         SECTION 2.04. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
shareholder of record entitled to vote at

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such meeting not less than ten (10) days nor more than sixty (60) days before
the date of the meeting, 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. The notice must be signed by an executive officer of the corporation.
If mailed such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid.

         SECTION 2.05. WAIVER OF NOTICE OF MEETINGS OF SHAREHOLDERS. Any written
waiver of notice, signed by a shareholder entitled to notice, shall be deemed
equivalent to notice. Attendance of a shareholder at a meeting constitutes a
waiver of notice of such meeting, except when the shareholder 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, need be specified in any written
waiver of notice.

         SECTION 2.06. ADJOURNMENTS. Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such reconvened meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the reconvened meeting, the corporation may transact any business
which could have been transacted at the original meeting. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the reconvened meeting, a notice of the reconvened meeting shall be
given to each shareholder of record entitled to vote at the meeting.

         SECTION 2.07. DETERMINATION OF SHAREHOLDERS OF RECORD. The officer or
agent having charge of the stock transfer books for shares of the corporation
shall make, at least ten (10), and not more than sixty (60), days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number and
class and series, if any, of shares held by each. Such list shall be kept on
file at the registered office of the corporation, 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 ten (10) days prior to such meeting and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

         SECTION 2.08. QUORUM OF SHAREHOLDERS.

                  (a)      Unless otherwise provided in the Articles of
Incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shay constitute a quorum at a meeting of shareholders, but in no
event shall a quorum consist of less than one-third (1/3) of the shares entitled
to vote at the meeting. When a specified item of business is required to be
voted on by a class or series of stock, a majority of the shares of such class
or series shall constitute a quorum for the transaction of such items of
business by that class or series.

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                  (b)      If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or by the Articles of
Incorporation or by these By-laws.

                  (c)      After a quorum has been established at a
shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shares entitled to vote at the meeting below the number
required for a quorum shall not affect the validity of any action taken at the
meeting or any adjournment thereof.

         SECTION 2.09. VOTING OF SHARES.

                  (a)      Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except as may be otherwise provided in the Articles of
Incorporation. If the Articles of Incorporation provide for more or less than
one vote for any share on any matter, each reference in these By-laws to a
majority or other proportion of shares shall refer to such majority or other
proportion of votes entitled to be cast.

                  (b)      Treasury shares, shares of this corporation's own
stock owned by another corporation the majority of the voting stock of which is
owned or controlled by it, and shares of its own stock held by the corporation
in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.

         SECTION 2.10. PROXIES.

                  (a)      A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.

                  (b)      At each election for directors, every shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there are
directors to be elected at that time and for whose election he has a right to
vote.

         SECTION 2.11. INFORMAL ACTION BY SHAREHOLDERS.

                  (a)      Unless otherwise provided in the Articles of
Incorporation, any action required by law to be taken at any annual or special
meeting of shareholders of the corporation, or any action which may be taken at
any annual or special meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. If any class of shares is entitled to vote
thereon as a class, such written consent shall be required of the holders of a
majority of the shares of each class of shares entitled to vote as a class
thereon and of the total shares entitled to vote thereon.

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                  (b)      Within ten (10) days after obtaining such
authorization by written consent, notice must 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 is a merger, consolidation
or sale or exchange of assets for which dissenter's rights are provided by law,
the notice shall contain a clear statement of the right of dissenting
shareholders to be paid the fair value of their shares upon compliance with
further provisions of law regarding the rights of dissenting shareholders.

                  (c)      Written consent or notice required by this Section
2.11 may by given by personal delivery, mail telegram, cablegram, overnight mail
service or facsimile. If mailed, such notice or consent shall be deemed to be
delivered when deposited in the United States mail so addressed with first class
postage prepaid. If notice or consent be given by telegram, cablegram or
facsimile, such notice or consent shall be deemed to be delivered when the
telegram or cablegram is delivered to the telegraph or cablegraph company or
when the facsimile is acknowledged as having been received.

         SECTION 2.12. NOTIFICATION OF NOMINATION OF DIRECTORS. Nominations for
election to the Board of Directors of the corporation at a meeting of
shareholders may be made by the Board of Directors or by any shareholder of the
corporation entitled to vote for the election of directors at such meeting who
complies with the notice procedures set forth in this Section 2.12. Such
nominations, other than those made by or on behalf of the Board of Directors,
may be made only if notice in writing is personally delivered to, or mailed by
first class United States mail, postage prepaid, and received by, the secretary
not less than 120 days nor more than 180 days prior to such meeting. Such notice
shall set forth (a) as to each proposed nominee: (i) the name, age, business
address and, if known, residence address of each such nominee, (ii) the
principal occupation or employment of each such nominee, (iii) the number of
shares, if any, of stock of the corporation that are beneficially owned by each
such nominee and (iv) any other information concerning the nominee that must be
disclosed in proxy solicitations pursuant to the proxy rules of the Securities
and Exchange Commission if such person had been nominated, or was intended to be
nominated, by the Board of Directors (including such person's written consent to
be named as a nominee and to serve as director if elected); and (b) as to the
shareholder giving the notice: (i) the name and address, as it appears on the
corporation's books, of such shareholder, (ii) a representation that such
shareholder is a holder of record of shares of stock of the corporation entitled
to vote at the meeting and the class and number of shares of the corporation
which are beneficially owned by such shareholder, (iii) a representation that
such shareholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice and (iv) a description of
all arrangements or understandings between such shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by such shareholder. The
corporation also may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as a director of the corporation.

         The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he

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should so determine, he shall so declare to the meeting, and that the defective
nomination shall be disregarded.

         SECTION 2.13. NOTICE OF BUSINESS AT ANNUAL MEETING. At an annual
meeting of the shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before the
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, if such business relates to the election of directors of the
corporation, the procedures in Section 2.11 must be complied with. If such
business relates to any other matter, the shareholder must have given timely
notice thereof in writing to the secretary. To be timely, a shareholder's notice
must be personally delivered to, or mailed by first class United States mail,
postage prepaid, and received by, the secretary not less than 120 days nor more
than 180 days prior to such meeting. A shareholder's notice to the secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address of the shareholder proposing such
business as it appears on the corporation's books, (iii) a representation that
the shareholder is a holder of record of shares of stock of the corporation
entitled to vote at the meeting and the class and number of shares of the
corporation which are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business. Notwithstanding anything
to the contrary contained herein, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 2.13
and except that any shareholder proposal which complies with Rule 14a-8 of the
proxy rules (or any successor provision) promulgated under the Securities and
Exchange Act of 1934, as amended.

         The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 2.13, and if he should so
determine, he shall so declare to the meeting and the business not properly
brought before the meeting shall be disregarded.

                                  ARTICLE III.
                               BOARD OF DIRECTORS

         SECTION 3.01. GENERAL POWERS. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of, the Board of Directors except as may be
otherwise provided by law or in the Articles of Incorporation.

         SECTION 3.02. NUMBER AND TERM. The number of directors of the
corporation and the terms of office of such directors shall be as set forth in
the Articles of Incorporation.

         SECTION 3.03. RESIGNATION. Any director may resign effective upon
giving written notice to the Chairman of the Board of Directors, the president,
the secretary, or in the

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absence of all of them, any other officer, unless the notice specifies a later
time for effectiveness of such resignation. A majority of the remaining
directors, though less than a quorum, may appoint a successor to take office
when the resignation becomes effective, each director so appointed to hold
office during the remainder of the term of office of the resigning director.

         SECTION 3.04. REMOVAL. Unless the Articles of Incorporation otherwise
provide, at a meeting of shareholders called expressly for that purpose,
directors may be removed in the manner provided in this section. Any director or
the entire Board of Directors may be removed, with or without cause, by a vote
of the shareholders representing not less than [TWO-THIRDS] of the voting power
of the issued and outstanding stock entitled to voting power. No such removal
shall prejudice the contract rights, if any, of the person removed.

         SECTION 3.05. ANNUAL MEETING. The Board of Directors may hold an annual
meeting at the same place as and following each annual meeting of shareholders
for the purpose of electing officers and the transaction of such other business
as may come before the meeting. If a majority of the directors is present at
such place and time, no prior notice of such meeting shall be required to be
given to the directors. The place and time of such meeting may also be fixed by
written consent of the directors.

         SECTION 3.06. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall be
determined from time to time by the Board of Directors.

         SECTION 3.07. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, the President, or
any two (2) directors. The person or persons authorized to call special meetings
of the Board of Directors may fix the place for holding any special meetings of
the Board of Directors called by them.

         SECTION 3.08. NOTICE. Notice of any special meeting shall be given at
least two (2) days prior thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram cablegram or
facsimile or overnight mail service. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed with first
class postage prepaid. If notice be given by telegram, cablegram or facsimile,
such notice shall be deemed to be delivered when the telegram or cablegram is
delivered to the telegraph or cablegraph company or when the facsimile is
acknowledged as having been received. Any director may wave notice of any
meeting, either before, at or after such meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director states at the beginning of the meeting any objection to the transaction
of business because the meeting is not lawfully called or convened.

         SECTION 3.09. QUORUM. A majority of the number of directors fixed by or
in the manner provided in these By-laws or in the absence of a By-law fixing or
providing for the number of directors, a majority of the number stated in the
Articles of Incorporation, shall constitute a quorum for the transaction of
business unless a greater number is required by the Articles of Incorporation.

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         SECTION 3.10. INTERESTED DIRECTORS; QUORUM. No contract or transaction
between the corporation and one or more of the corporation's directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in which one or more of the corporation's
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

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

                  (b)      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 of the shareholders; or

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

         Interested directors may be counted in determining the presence of a
quorum at a meeting of the Board or of a committee which authorizes the contract
or transaction.

         SECTION 3.11. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by the
Articles of Incorporation or these By-laws.

         SECTION 3.12. VACANCIES. Any vacancy occurring in the Board of
Directors including any vacancy created by reason of an increase in the 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. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

         SECTION 3.13. COMPENSATION. By resolution of the Board of Directors,
the directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, or a stated salary as directors. No payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

         SECTION 3.14. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of its Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless he votes against such action or abstains from voting in respect thereto
because of any asserted conflict of interest. To evidence his vote against any
action, a director may file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof, or
forward such dissent by registered or certified mail, return receipt requested,
to the Secretary of the corporation

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immediately following the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.

         SECTION 3.15. INFORMAL ACTION BY THE BOARD. Unless otherwise provided
by the Articles of Incorporation, any action required by law or these By-laws to
be taken at a meeting of the directors of the corporation, or any action which
may be taken at a meeting of the directors or a committee thereof, may be taken
without a meeting, if a consent in writing, setting forth the action so to be
taken, signed by all of the directors, or all the members of the committee, as
the case may be, is filed in the minutes of the proceedings of the Board or of
the committee. Such consent shall have the same effect as a unanimous vote.

         SECTION 3.16. TELEPHONE MEETINGS. Except as may be otherwise restricted
by the Articles of Incorporation, members of the Board of Directors may
participate in a meeting of the Board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

                                   ARTICLE IV.
                                    OFFICERS

         SECTION 4.01. NUMBER. The officers of the corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. The Board of Directors may elect a Chairman of the Board,
one or more Vice-Presidents, one or more Assistant Secretaries and Assistant
Treasurers and such other officers, as the Board of Directors shall deem
appropriate. Two or more offices may be held by the same person.

         SECTION 4.02. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at its first
meeting after each annual meeting of the shareholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as convenient. Each officer shall hold office until his successor is
duly elected and qualified, or until his death, or resignation or removal.

         SECTION 4.03. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board whenever to its judgment the best
interests of the corporation will be served thereby. Any such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         SECTION 4.04. VACANCIES. Any vacancy, however occurring, in any office
may be filled by the Board of Directors.

         SECTION 4.05. DUTIES OF OFFICERS. The Chairman, or if there shall not
be a Chairman, the President shall preside at all meetings of the Board of
Directors and of the shareholders. The President shall be the chief executive
officer of the corporation. Subject to the foregoing, the officers of the
corporation shall have such powers and duties as usually pertain to their
respective offices and such additional powers and duties specifically conferred
by law, by the Articles of Incorporation, by these By-laws, or as may be
assigned to them from time to time by the Board of Directors.

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         SECTION 4.06. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors or a committee thereof and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the corporation.

         SECTION 4.07. DELEGATION OF DUTIES. In the absence of or disability of
any officer of the corporation or for any other reason deemed sufficient by the
Board of Directors, the Board may delegate such officer's powers or duties to
any other officer or to any other director.

                                   ARTICLE V.
                         EXECUTIVE AND OTHER COMMITTEES

         SECTION 5.01. CREATION OF COMMITTEES. The Board of Directors, by
resolution passed by a majority of the full Board, may designate an Executive
Committee and one or more other committees. One or more of the directors of the
corporation shall serve at their election.

         SECTION 5.02. EXECUTIVE COMMITTEE. The Executive Committee, if there
shall be one, shall consult with and advise the officers of the corporation in
the management of its business and shall have and may exercise to the extent
provided in the resolution of the Board of Directors creating such Executive
Committee such powers of the Board of Directors as can be lawfully delegated by
the Board.

         SECTION 5.03. OTHER COMMITTEE. Such other committees shall have such
functions as can be lawfully delegated and may exercise the powers of the Board
of Directors to the extent provided in the resolution or resolutions creating
such committee or committees.

         SECTION 5.04. MEETINGS OF COMMITTEES. Regular meetings of the Executive
Committee and other committees may be held without notice at such time and at
such place as shall from time to time be determined by the Executive Committee
or such other committees, and special meetings of the Executive Committee or
such other committees may be called by any member thereof upon two (2) days'
notice to each of the other members of such committee, or on such shorter notice
as may be agreed to in writing by each of the other members of such committee,
given either personally or in the manner provided in Section 3.10 of Article III
of these By-laws (pertaining to notice for directors' meetings). Members of the
Executive Committee or any other committee shall be deemed present at a meeting
of such Committee if a conference telephone or similar communications equipment,
by means of which all persons participating in the meeting can hear each other
is used.

         SECTION 5.05. VACANCIES ON COMMITTEES. Vacancies on the Executive
Committee or on such other committees shall be filled by the Board of Directors
at any regular or special meeting.

         SECTION 5.06. QUORUM OF COMMITTEES. At all meetings of the Executive
Committee or such other committees, a majority of the committee's members then
in office shall constitute a quorum for the transaction of business.

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         SECTION 5.07. MANNER OF ACTING OF COMMITTEES. The acts of a majority of
the members of Executive Committee or such other committees, present at any
meeting at which there is a quorum, shay be the set of such committee.

         SECTION 5.08. MINUTES OF COMMITTEES. The Executive Committee, if there
shall be one, and such other committees shall keep regular minutes of their
proceedings and report to the Board of Directors when required.

         SECTION 5.09. COMPENSATION. Members of the Executive Committee and such
other committees may be paid compensation in accordance with the provisions of
Section 3.14 of Article III.

                                   ARTICLE VI.
           INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS

         SECTION 6.01. INDEMNIFICATION. In addition to any other rights of
indemnification, including, without limitation, any rights set forth in the
Articles of Incorporation, the corporation shall, and does hereby, indemnify any
person who was, is, or becomes a party, or is threatened to be made a party to
any threatened, pending, or completed action, suit or proceeding:

                  (a)      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 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 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, including any appeal thereof, 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. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in the manner which he reasonably believed to be in, or not opposed
to, the best interests of the corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

                  (b)      By or in the right of the corporation to procure a
judgment in its favor 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, or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, including any appeal thereof, 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, except that 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 court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all

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circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

                  (c)      To the extent that such director, officer, employee
or agent of the corporation has been, in whole or in pact, successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
Section 6.01 (a) or 6.01 (b) of this Article, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees, court costs and expenses incurred in the course of attending
trials, conferences, depositions, hearings and meetings) actually and reasonably
incurred by him in connection therewith.

                  (d)      Any indemnification under Section 6.01 (a) or 6.01(b)
of this Article, unless pursuant to a determination 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 Section 6.01 (a) or 6.01(b) of this Article. Such determination shall
be made 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 by the
shareholders by a majority vote of a quorum consisting of shareholders who were
not parties to such action, suit, or proceedings or, if such quorum of directors
or shareholders is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or regardless of whether such quorum of directors is obtainable, the
directors, by majority vote, may submit the determination to the American
Arbitration Association.

         SECTION 6.02. INTERIM EXPENSES. The corporation may, after a
preliminary determination following one of the procedures set forth in Section
6.01(d) of this Article, pay expenses (including attorneys' fees, court costs
and expenses incurred in the course of attending trials, conferences,
depositions, hearings and meetings) incurred in defending a civil or criminal
action, suit or proceeding, in advance of the final disposition of such action,
suit or proceeding, provided that such preliminary determination is to the
effect that the director, officer, employee or agent has met the applicable
standard of conduct set forth in Section 6.01 (a) and 6.01(b) of this Article,
and, upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it be ultimately determined that
he is entitled to be indemnified by the corporation as authorized in this
Article.

         SECTION 6.03. ADDITIONAL INDEMNIFICATION. The corporation shall have
the power to make any other or further indemnification of an officer, director,
employee or agent, both as to action in his official capacity and as to action
in another capacity while holding such office except an indemnification against
gross negligence or willful misconduct, under the following circumstances:

                  (a)      Pursuant to an agreement between the corporation and
such officer, director, employee or agent; or

                  (b)      Pursuant to the vote of shareholders; or

                  (c)      Pursuant to the vote of disinterested directors; or

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                  (d)      Pursuant to the written recommendation of independent
legal counsel when the Board of Directors submits determination to such counsel;
or

                  (e)      Pursuant to the written award of the American
Arbitration Association when the Board of Directors and person seeking
indemnification submit the determination to the American Arbitration
Association.

         SECTION 6.04. SURVIVAL OF INDEMNIFICATION. The corporation shall and
does hereby, indemnify any person, if the requirements of this Article have been
met, without affecting any other rights to which those indemnified may be
entitled under the Articles of Incorporation, these By-laws, agreement, vote of
shareholders or disinterested directors or recommendation of counsel or
otherwise, both as to actions in such person's official capacity and as to
actions in another capacity while holding such office, and such indemnity 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.

         SECTION 6.05. INSURANCE. The corporation may, if approved by the Board
of Directors or Executive Committee, purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation 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 riot the corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable Florida law.

         SECTION 6.06. NOTIFICATION OF SHAREHOLDERS. If any expenses or other
amounts are paid by way of indemnification, otherwise than by court order or
action by the shareholders or by an insurance carrier pursuant to insurance
maintained by the corporation, the corporation shall, not later than the time of
delivery to shareholders of written notice of the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such payment, and, in any event, within fifteen months from the date of such
payment, deliver either personally or by mail to each shareholder of record at
the time entitled to vote for the election of directors a statement specifying
the persons paid; the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation. Such written notice may
be contained in any document distributed to shareholders generally and need not
be mailed separately.

                                  ARTICLE VII.
                            CERTIFICATES REPRESENTING

         SECTION 7.01. CERTIFICATES. Every holder of shares in the corporation
shall be entitled to have a certificate or certificates, representing all shares
to which he is entitled. Such certificate or certificates shall be signed by the
President or a Vice-President and the Secretary or an Assistant Secretary of the
corporation and may be sealed with the seal of the corporation or a facsimile
thereof. The certificates shall be numbered and entered into the books of the
corporation as they are issued.

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         SECTION 7.02. FACSIMILE SIGNATURE. The signatures of the President or
Vice-President and the Secretary or Assistant Secretary may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the corporation itself or an employee of the corporation. In the case
that any officer who signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance.

         SECTION 7.03. TRANSFER OF SHARES. Transfers of shares of the
corporation shall be made upon its books by the holder of the shares in person
or by his lawfully constituted representative, upon surrender of the certificate
representing shares in person or by his lawfully constituted representative,
upon surrender of the certificate representing shares for cancellation. The
person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Florida.

                                  ARTICLE VIII.
                                  DISTRIBUTIONS

         The Board of Directors may from time to time declare, and the
corporation may pay, distributions on its outstanding shares of capital stock in
the manner and upon the terms and conditions provided by law and by the Articles
of Incorporation and these By-laws. Distributions may be paid in cash, in
property, or in the corporation's own shares, subject to the provisions of the
Articles of Incorporation and to law.

                                   ARTICLE IX.
                                   FISCAL YEAR

         The fiscal year of the corporation shall be the twelve month period
selected by the Board of Directors which shall be the taxable year of the
corporation for federal income tax purposes.

                                   ARTICLE X.
                                      SEAL

         The corporate seal shall bear the name of the corporation which shall
be set forth between two concentric circles, and inside of the inner circle the
words "SEAL" and the year of incorporation shall be set forth. An impression of
this seal appears on the margin hereof.

                                   ARTICLE XI.
                          SHARES IN OTHER CORPORATIONS

         Shares in other corporations held by this corporation shay be voted by
such officer or officers of this corporation as the Board of Directors shall
from time to time designate for the purpose or by a proxy thereunto duly
authorized by the Board.

                                  ARTICLE XII.
                                   AMENDMENTS

         The power to adopt, alter, amend or repeal these By-laws shall be
vested in the Board of Directors.

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