BYLAWS

                                       OF

                                  QUIPP, INC.

                            (a Florida corporation)
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                                   ARTICLE I
                                    Offices

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Section 1.01. Principal Office........................................................................ 1
Section 1.02. Registered Office....................................................................... 1
Section 1.03. Other Offices........................................................................... 1

                                   ARTICLE II
                            Meetings of Shareholders

Section 2.01. Annual Meeting.......................................................................... 1
Section 2.02. Special Meetings........................................................................ 1
Section 2.03. Place of Meetings....................................................................... 1
Section 2.04. Voting Lists............................................................................ 2
Section 2.05. Fixing of a Record Date................................................................. 2
Section 2.06. Notice of Meetings...................................................................... 3
Section 2.07. Precondition to Delivery of Notice of
                      Special Meeting of Shareholders Called
                      by Shareholders................................................................. 3
Section 2.08. Quorum.................................................................................. 3
Section 2.09. Adjournment............................................................................. 3
Section 2.10. Organization............................................................................ 4
Section 2.11. Voting.................................................................................. 4
Section 2.12. Proxies................................................................................. 5
Section 2.13. Action by Shareholders Without a
                          Meeting..................................................................... 5

                                  ARTICLE III
                               Board of Directors

Section 3.01. Powers and Duties....................................................................... 6
Section 3.02. Qualification and Election.............................................................. 7
Section 3.03. Number and Term of Office............................................................... 7
Section 3.04. Organization............................................................................ 7
Section 3.05. Place of Meetings....................................................................... 8
Section 3.06. Annual Meetings......................................................................... 8
Section 3.07. Regular Meetings........................................................................ 8

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Section 3.08. Special Meetings........................................................................ 8
Section 3.09. Action by Written Consent Without
                     a Meeting........................................................................ 8
Section 3.10. Conference Telephone Meetings........................................................... 8
Section 3.11. Quorum.................................................................................. 8
Section 3.12. Voting.................................................................................. 9
Section 3.13. Adjournment............................................................................. 9
Section 3.14. Compensation............................................................................ 9
Section 3.15. Resignations............................................................................ 9
Section 3.16. Vacancies............................................................................... 9
Section 3.17. Removal................................................................................. 9
Section 3.18. Executive and Other Committees.......................................................... 10
Section 3.19. Nomination of Directors................................................................. 11

                                   ARTICLE IV
                          Notice and Waiver of Notice

Section 4.01. Notice.................................................................................. 12
Section 4.02. Waiver of Notice........................................................................ 12

                                   ARTICLE V
                                    Officers

Section 5.01. Number and Qualification................................................................ 12
Section 5.02. Election and Term of Office............................................................. 13
Section 5.03. Subordinate Officers, Committees and
                   Agents............................................................................. 13
Section 5.04. The Chairman of the Board............................................................... 13
Section 5.05. The President........................................................................... 13
Section 5.06. The Chief Financial Officer............................................................. 14
Section 5.07. The Vice Presidents..................................................................... 14
Section 5.08. The Secretary........................................................................... 14
Section 5.09. The Treasurer........................................................................... 14
Section 5.10. Salaries and Compensation............................................................... 15
Section 5.11. Resignations............................................................................ 15
Section 5.12. Removal................................................................................. 15
Section 5.13. Vacancies............................................................................... 15
Section 5.14. Bond.................................................................................... 15

                                   ARTICLE VI
                        Certificates of Stock, Transfer

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Section 6.01. Share Certificates, Issuance............................................................ 16
Section 6.02. Transfer................................................................................ 16
Section 6.03. Registered Shareholders................................................................. 16
Section 6.04. Lost, Destroyed or Mutilated
                          Certificates................................................................ 16

                                  ARTICLE VII
                    Indemnification of Directors, Officers,
                              Employees and Agents

Section 7.01. Directors, Officers, Employees and
                          Agents...................................................................... 17
Section 7.02. Expenses................................................................................ 18
Section 7.03. Determination of Standard of Conduct.................................................... 18
Section 7.04. Advance Expenses........................................................................ 18
Section 7.05. Benefit................................................................................. 18
Section 7.06. Insurance............................................................................... 19
Section 7.07. No Rights of Subrogation................................................................ 19
Section 7.08. Indemnification for Past Directors...................................................... 19
Section 7.09. Affiliates.............................................................................. 19
Section 7.10. Reliance................................................................................ 19
Section 7.11. Fund for Payment of Expenses............................................................ 20
Section 7.12. Amendments.............................................................................. 20

                                  ARTICLE VIII
                                 Miscellaneous

Section 8.01. Checks.................................................................................. 20
Section 8.02. Dividends............................................................................... 20
Section 8.03. Deposits................................................................................ 20
Section 8.04. Fiscal Year............................................................................. 20
Section 8.05. Severability............................................................................ 20

                                   ARTICLE IX
                                   Amendments

Section 9.01. Amendments to the Bylaws................................................................ 21
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                                   ARTICLE I

                                    Offices
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          Section 1.01. Principal Office. The principal office of the
corporation in the State of Florida, which may be the registered office, shall
be established at such place as the board of directors shall from time to time
determine.

          Section 1.02. Registered Office. The registered office of
the corporation in the State of Florida shall be at the office of its registered
agent as stated in the articles of incorporation or as the board of directors
shall from time to time determine.

          Section 1.03. Other Offices. The corporation may have
additional offices at such other places, either within or 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

                            Meetings of Shareholders
                            ------------------------

          Section 2.01. Annual Meeting. The annual meeting of
shareholders shall be held after the close of each fiscal year on such date and
at such time as determined by the board of directors. The shareholders entitled
to vote at such meeting shall elect the directors and shall transact such other
business as may properly be brought before the meeting.

          Section 2.02. Special Meetings. Special meetings of the
shareholders of the corporation may be called, for any purpose or purposes
permitted by law, by the board of directors on its own initiative and shall be
called by the board of directors upon written request by the chairman of the
board, president of the corporation, or, upon delivery to the secretary of one
or more written demands for the meeting describing the purpose or purposes for
which it is to be held, by the holders of not less than ten percent of all the
shares entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Notice of such meeting shall be given by the secretary
as provided herein. Only business within the purpose or purposes described in
such special meeting notice may be conducted at a special shareholders meeting.

          Section 2.03. Place of Meetings. All meetings of the
shareholders of the corporation shall be held at such place within or without
the State of Florida as shall be designated from time to time by the board of
directors and stated in the notice of such meeting or in a duly executed waiver
of notice thereof.

          Section 2.04. Voting Lists. The officer or agent of the
corporation having charge of the stock transfer books for shares of the
corporation shall make, at least ten days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at the

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meeting and any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each shareholder, which list shall
be kept on file at the place identified in the meeting notice in the city where
the meeting will be held or the corporation's principal place of business or at
the office of its registrar or transfer agent for a period of at least ten days
prior to the 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 during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof, shall be prima facie
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book, or to vote, in person or by proxy, at any meeting of
the shareholders.

          Section 2.05. Fixing of a Record Date. The board of
directors may fix in advance a date as the record date for any determination of
shareholders entitled to notice of, or to vote at, any meeting of shareholders,
or entitled to payment of a dividend or allotment of any rights or privileges,
such date in any case to be not more than seventy days and, in the 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 no record date is fixed for the determination of shareholders
entitled to notice of, or to vote at, a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which the secretary mails
the notice of the meeting 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. 

          When a determination of shareholders entitled to vote at any meeting 
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the board of directors fixes a
new record date under this section for the adjourned meeting. The board of
directors shall fix a new record date if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

          Section 2.06. Notice of Meetings. Written notice stating the
place, day and hour of every meeting of the shareholders shall be given by the
secretary to each shareholder entitled to vote at such meeting, either
personally or by first class mail, at least ten days, but not more than sixty
days, prior to the day named for the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States first-class mail
postage prepaid, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation.

          Section 2.07. Precondition to Delivery of Notice of Special
Meeting of Shareholders Called by Shareholders. The secretary shall inform
shareholders who have delivered a written request for a special meeting and
otherwise complied with section 2.02 of the reasonably estimated costs of
preparing and mailing a notice of the meeting, and, on payment of these costs to
the corporation, the secretary shall deliver notice of such meeting to each
shareholder entitled thereto.

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          Section 2.08. Quorum. The presence, in person or by proxy,
of shareholders entitled to cast a majority of the votes which all shareholders
are entitled to cast shall constitute a quorum for such meeting. Treasury
shares, shares of this corporation's stock which are owned by another
corporation the majority of the voting stock of which is owned by this
corporation, and shares of this corporation's stock held by another corporation
in a fiduciary capacity for the benefit of this corporation shall not be counted
in determining the total number of outstanding shares for voting purposes at any
given time. After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders 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. When a specified item of business is required to be voted
on by any class or series of stock, a majority of the shares of such class or
series shall constitute a quorum for transaction of such item of business by
that class or series.

          Section 2.09. Adjournment. When a meeting which is properly
called is adjourned to another time or place, it shall not be necessary to give
any notice of the adjourned meeting if the time and place to which the meeting
is adjourned are announced at the meeting at which the adjournment is taken, and
at the adjourned meeting any business may be transacted that might have been
transacted on the original date or place of the meeting. If, however, after the
adjournment the board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record on
the new record date entitled to vote at such meeting.

          The holders of a majority of the shares represented, and who
would be entitled to vote at a meeting if a quorum were present, where a quorum
is not present, may adjourn such meeting from time to time.

          Section 2.10. Organization. At every meeting of the
shareholders, the chairman of the board, if there be one, or in the case of
vacancy in office or absence of the chairman of the board, one of the following
officers present in the order stated: the vice chairman of the board, if there
be one, the president, the vice presidents in their order of rank and then
seniority, or a chairman chosen by the shareholders entitled to cast a majority
of the votes which all shareholders present in person or by proxy are entitled
to cast, shall act as chairman, and the secretary, or, in his absence, an
assistant secretary, or, in the absence of both the secretary and assistant
secretaries, a person appointed by the chairman, shall act as secretary.

          Section 2.11. Voting. If a quorum is present at any meeting,
action on a matter (other than the election of directors) is approved if the
votes cast in favor exceed the votes cast in opposition, unless the question is
one for which, by express provision of the law or of the articles of
incorporation or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

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          Except as may be otherwise provided in the articles of
incorporation, every shareholder of record shall have the right, at every
shareholders' meeting, to one vote for every share, and if the corporation has
issued fractional shares, to a fraction of a vote equal to every fractional
share, of stock of the corporation standing in his name on the books of the
corporation. A shareholder may vote either in person or by proxy.

          Treasury shares, shares of this corporation's stock which
are owned by another corporation the majority of the voting stock of which is
owned by this corporation, and the shares of this corporation's stock held by
another corporation in a fiduciary capacity for the benefit of this corporation
shall not be voted, directly or indirectly, at any meeting of shareholders.

          At each election for directors, every shareholder entitled
to vote shall have the right to vote 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 or, if cumulative voting is authorized by the
articles of incorporation, to accumulate his votes by giving one candidate a
number of votes equal to the number of directors to be elected at that time
multiplied by the number of his votes or distribute such number of votes among
any number of candidates.

          Shares standing in the name of another corporation, domestic
or foreign, may be voted by the officer, agent, or proxy designated by the
bylaws of the corporate shareholder; or, in the absence of any applicable bylaw,
by such person as the board of directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation, by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.

          Shares held by an administrator, executor, guardian or
conservator may be voted by such person, either in person or by proxy, without a
transfer of such shares into the name of such person, provided, that if
requested by the chairman of the board, president, chief financial officer,
treasurer or secretary, such person has provided evidence of such fiduciary
status acceptable to such officer.

          Shares standing in the name of a trustee may be voted by
such trustee, either in person or by proxy, but no trustee shall be entitled to
vote shares held by such trustee without a transfer of such shares into the name
of such trustee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him or the name of his nominee, without the transfer of such shares into his
name, provided, that if requested by the chairman of the board, president, chief
financial officer, treasurer or secretary, such person has provided evidence of
such status acceptable to such officer.

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          A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee or the nominee of the pledgee shall be
entitled to vote the shares so transferred.

          Section 2.12. Proxies. Every shareholder entitled to vote at
a meeting of shareholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
him by proxy in accordance with applicable laws.

          Section 2.13. Action by Shareholders Without a Meeting.
Unless otherwise provided in the articles of incorporation, any action required
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 the
shareholders, may be taken without a meeting, without prior notice and without a
vote, if one or more consents in writing, setting forth the action so taken,
shall be dated and 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, and delivered to the corporation by delivery to its principal
office in Florida, its principal place of business, the corporate secretary, or
another officer or agent of the corporation having custody of the minute book.
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 such
class and of the total shares entitled to vote. No written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the date of the earliest dated consent delivered in the manner set forth
above, written consents signed by the holders of the number of shares required
to take action are delivered to the corporation by delivery as set forth above.

                                  ARTICLE III
                               Board of Directors
                               ------------------

          Section 3.01. Powers and Duties. 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, a board of directors,
except as may be otherwise provided in the Florida Business Corporation Act or
the articles of incorporation.

          A director shall perform his duties as a director, including
duties as a member of any committee of the board upon which the director may
serve, in good faith, in a manner the director reasonably believes to be in the
best interests of the corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances. In performing
his duties, a director shall be entitled to rely on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by:

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               (1) one or more officers or employees of the
corporation whom the director reasonably believes to be reliable and competent
in the matters presented,

               (2) counsel, public accountants or other
persons as to matters which the director reasonably believes to be within such
person's professional or expert competence, or

               (3) a committee of the board upon which the
director does not serve, duly designated in accordance with provisions of the
articles of incorporation or these bylaws, as to matters within its designated
authority, which committee the director reasonably believes to merit confidence.

          A director shall not be considered to be acting in good
faith if the director has knowledge concerning the matter in question that would
cause such reliance described in the preceding subsection to be unwarranted.

          A person who performs his duties in compliance with this
section shall not be liable for any action taken as a director or any failure to
take any action.

          A director of the corporation who is present at a meeting of
the board of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken, unless the director votes against
such action or abstains from voting in respect thereto.

          Section 3.02. Qualification and Election. Unless otherwise
provided in the articles of incorporation, directors need not be residents of
Florida or shareholders in the corporation. Except in the case of vacancies,
directors shall be elected by the shareholders. If the board of directors is
classified with respect to the power to elect directors or with respect to the
terms of directors and if, due to a vacancy or vacancies, or otherwise,
directors of more than one class are to be elected, each class of directors to
be elected at the meeting shall be nominated and elected separately. The
candidates receiving the greatest number of votes, up to the number of directors
to be elected, shall be elected directors.

          Section 3.03. Number and Term of Office. The board of
directors shall consist of the number of directors serving at the time of
adoption of this Section 3.03, or such other number as may thereafter be from
time to time (i) be determined by the board of directors or (ii) be set forth in
a notice of a meeting of shareholders called for the election of the board of
directors. Notwithstanding the foregoing, no decrease shall have the effect of
shortening the term of any incumbent director. Each director shall serve until
the third succeeding annual meeting of the shareholders after the director's
election and until the director's successor shall have been elected and
qualified or until the director's earlier resignation, removal from office or
death.

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          Section 3.04. Organization. At every meeting of the board of
directors, the chairman of the board, if there be one, or in the absence of the
chairman of the board, the president of the corporation or a chairman chosen by
a majority of the directors present, shall preside, and the secretary or any
person appointed by the chairman of the meeting shall act as secretary.

          Section 3.05. Place of Meetings. Meetings of the board of
directors of the corporation, regular or special, may be held either within or
without the State of Florida.

          Section 3.06. Annual Meetings. The board of directors shall
hold an annual meeting each year immediately following the annual meeting of the
shareholders at the place where such meeting of the shareholders was held for
the purpose of election of officers and consideration of any other business that
may be properly brought before the meeting. Notice of such annual meetings need
not be given to either old or new members of the board of directors.

          Section 3.07. Regular Meetings. If the board of directors
determines to hold regular meetings, the board of directors may, at the annual
meeting of the board of directors, fix by resolution the date, time and place of
other regular meetings of the board. Notice of such regular meetings need not be
given to any member of the board of directors, unless the same is held at other
than the date, time and place of such meeting as fixed in accordance with this
Section 3.07, in which event notice shall be given in the same manner as is
provided in Section 3.08 with respect to special meetings of the board of
directors. In addition, announcement of a changed date, time or place at a
meeting of the board of directors shall be deemed adequate notice to the
directors present at such meeting.

          Section 3.08. Special Meetings. Special meetings of the
board of directors may be called by any two directors, the chairman of the board
or the president. Notice of any special meeting of directors shall be given to
each director at his business or residence in writing by first class or
overnight mail or courier service, telegram or facsimile transmission, orally by
telephone or by hand delivery. If mailed by first class mail, such notice shall
be deemed adequately delivered when deposited in the United States mail so
addressed, with postage prepaid, at least five days before such meeting. If by
telegram, overnight mail or courier service, such notice shall be deemed
adequately delivered when the telegram is delivered to the telegraph company or
the notice is delivered to the overnight mail or courier service company at any
time during a day that is at least two days prior to the date of such meeting.
If by facsimile transmission, such notice shall be deemed adequately delivered
when the notice is transmitted at least 12 hours prior to the time set for the
meeting. If by telephone or by hand delivery, the notice shall be given at least
12 hours prior to the time set for the meeting.

          Section 3.09. Action by Written Consent Without a Meeting.
Any action of the board of directors or of any committee thereof, which is
required or permitted to be taken at a

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regular or special meeting, may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, signed by all of the members
of the board of directors or of the committee, as the case may be, is filed in
the minutes of the proceedings of the board of directors or committee.

          Section 3.10. Conference Telephone Meetings. One or more
members of the board of directors may participate in meetings of the board or a
committee 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. Participation in a meeting pursuant to this section
shall constitute presence in person at such meeting.

          Section 3.11. Quorum. A majority of the directors in office
shall be present at each meeting in order to constitute a quorum for the
transaction of business. An interested director may be counted in determining
the presence of a quorum at a meeting of the board of directors which
authorizes, approves or ratifies a contract or transaction in which such
director has an interest.

          Section 3.12. Voting. Except as otherwise specified in the
articles of incorporation or these bylaws or provided by statute, the acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the board of directors.

          Section 3.13. Adjournment. A majority of the directors
present, regardless of whether or not a quorum exists, may adjourn any meeting
of the board of directors, to another time and place and no notice of any
adjourned meeting need be given, other than by announcement at the meeting.

          Section 3.14. Compensation. The board of directors shall
have the authority to fix the compensation of directors for their attendance at
meetings of the board of directors or committees thereof, or otherwise, and such
compensation may include expenses, if any, associated with attendance at such
meetings.

          Section 3.15. Resignations. Any director of the corporation
may resign at any time by giving written notice to the president or the
secretary of the corporation. Such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          Section 3.16. 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, or by the shareholders in the manner provided in the
Florida Business Corporation Act. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.

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Section 3.17. Removal. The shareholders may remove one or
more directors from office, with or without cause (unless the articles of
incorporation provide that directors may be removed only for cause), by a vote
or written consent of the holders of a majority of the shares then entitled to
vote. In case the board of directors or any one or more directors is so removed,
new directors may be elected at the same meeting or by the same written consent.
If the corporation has cumulative voting and if less than the entire board is to
be removed, no individual director may be removed if the votes cast against the
resolution for his removal would be sufficient to elect him if then cumulatively
voted at an election of the entire board or a class of which he is part.

          Section 3.18. Executive and Other Committees. The board of
directors, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and one or more other
committees, each committee to consist of two or more directors. The board may
designate as alternate members of any committee, one or more directors who may
replace any absent or disqualified member at any meeting of the committee.

          The executive committee or other committee shall have and
exercise all of the authority of the board to the extent provided in the
resolution designating the committee, except that no such committee of the board
shall have the authority of the board to:

               (1) approve or recommend to shareholders
actions or proposals required by law to be approved by shareholders;

               (2) fill vacancies on the board of directors or
any committee thereof;

               (3) amend or repeal these bylaws;

               (4) authorize or approve the reacquisition of
shares unless pursuant to a general formula or method specified by the board of
directors; or

               (5) authorize or approve the issuance or sale
of or contract for the sale of shares or determine the designation and relative
rights, preferences and limitations of a voting group unless within limits
specifically prescribed by the board of directors.

          A majority of the directors in office designated to a
committee, or directors designated to replace them as provided in this section,
shall be present at each meeting to constitute a quorum for the transaction of
business, and the acts of a majority of the directors in office designated to a
committee or their replacements shall be the acts of the committee.

          Each committee shall keep regular minutes of its proceedings
and report such proceedings periodically to the board of directors.

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          Sections 3.05, 3.08, 3.09, 3.10 and 3.11 shall be applicable
to committees of the board of directors.

          Section 3.19. Nomination of Directors. Nominations for the
election of directors may be made by the board of directors, a committee
designated by the board of directors pursuant to Section 3.18 or any shareholder
of record entitled to vote in the election of directors generally at the record
date of the meeting and also on the date of the meeting at which directors are
to be elected. However, any such shareholder may nominate one or more persons
for election as directors only if written notice (the "Notice") of the
shareholder's intent to nominate a director at the meeting is given by the
shareholder and received by the secretary of the corporation in the manner and
within the time specified in this Section. The Notice shall be delivered to the
secretary of the corporation not less than 21 days nor more than 50 days prior
to any meeting of the shareholders called for the election of directors; except
that if less than 28 days' notice of the meeting is given to shareholders, the
Notice shall be delivered to the secretary of the corporation not later than the
earlier of the seventh day following the day on which notice of the meeting was
first mailed to shareholders or the fourth day prior to the meeting. In lieu of
delivery to the secretary, the Notice may be mailed to the secretary by
certified mail, return receipt requested, but shall be deemed to have been given
only upon actual receipt by the secretary.

          The Notice shall be in writing and shall contain or be
accompanied by: (1) the name and residence address of the nominating shareholder
and of the person or persons to be nominated; (2) a representation that the
shareholder is a holder of record of voting stock of the corporation and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the Notice; (3) such information regarding each nominee as would
have been required to be included in a proxy statement filed pursuant to
Regulation 14A promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, (or pursuant to any successor act
or regulation) had proxies been solicited with respect to such nominee by the
management or board of directors of the corporation; (4) a description of all
arrangements or understandings among the 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 the shareholder; and (5) the written
consent of each nominee to serve as a director of the corporation if so elected.

          The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that any nomination made at the meeting was
not made in accordance with the procedures of this section and, in such event,
the nomination shall be disregarded.

                                      -10-

<PAGE>
                                   ARTICLE IV

                          Notice and Waiver of Notice
                          ---------------------------

          Section 4.01. Notice. Whenever written notice is required to
be given to any director under the provisions of the articles of incorporation,
these bylaws or the Florida Business Corporation Act, it shall be given to such
director by personal delivery, telecopier, delivery to an overnight courier
service or representative, deposit in the United States first-class mail, or by
certified or registered mail, addressed to the address of such person (or, if
applicable, such person's telecopier number) appearing on the books of the
corporation, or supplied by such person to the corporation for the purpose of
notice. A notice of a meeting shall specify the place, day and hour of the
meeting. Notices to shareholders shall be given as provided in Section 2.06
hereof.

          Section 4.02. Waiver of Notice. Whenever any notice is
required to be given under the Florida Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Except in the case of a special meeting of
shareholders, neither the business to be transacted at, nor the purpose of, the
meeting need be specified in the waiver of notice of such meeting.

          Attendance of a person, either in person or by proxy, at any
meeting, shall constitute a waiver of notice of such meeting in the manner
provided in the Florida Business Corporation Act unless: (a) in the case of a
shareholders meeting, (i) the shareholder objects at the beginning of the
meeting to holding the meeting or transacting business at the meeting or (ii)
with respect to a matter that is not within the purpose or purposes described in
the meeting notice, the shareholder objects when the matter is presented and (b)
in the case of a directors' or committee meeting, the director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
     
                                   ARTICLE V

                                    Officers
                                    --------

          Section 5.01. Number and Qualification. The officers of the
corporation shall consist of such officers and agents as may be appointed by the
board of directors. One person may hold more than one office. Officers may but
need not be directors or shareholders of the corporation. The board of directors
may elect from among the members of the board a chairman of the board who, if
elected, shall be an officer of the corporation. A duly appointed officer may
appoint one or more officers or assistant officers to the extent authorized by
the board of directors.

                                      -11-

<PAGE>
          Section 5.02. Election and Term of Office. Except for such
officers as may be elected pursuant to Section 5.03, the officers of the
corporation shall be appointed to hold office until the next annual
organizational meeting of directors and until a successor shall have been duly
elected and qualified, or until his death, resignation or removal.

          Section 5.03. Subordinate Officers, Committees and Agents.
The board of directors may from time to time elect such officers and appoint
such committees, employees or other agents as the board deems the business of
the corporation may require, to hold office for such period, have such
authority, and perform such duties as are provided in these bylaws, or as the
board of directors may delegate.

          Section 5.04. The Chairman of the Board. The chairman of the
board, if elected, shall preside at all meetings of the shareholders and of the
board of directors, and shall, at each annual meeting of shareholders, present a
report with respect to the condition and business of the Company. He shall have
the authority to sign on behalf of the corporation, all reports, filings and
other documents with such government agencies as are required by applicable law
and shall perform such other duties as may from time to time be requested of him
by the board of directors. The chairman of the board shall assume the duties of
the president when the president is absent or otherwise unable to discharge his
responsibilities. To be eligible to serve, the chairman of the board must be a
director of the corporation.

          Section 5.05. The President. The president shall be the
chief executive officer of the corporation and shall have general powers of
supervision, direction and control over the business and operations of the
corporation, subject, however, to the authority of the board of directors. He
shall have the authority to supervise preparation of and sign on behalf of the
corporation, all reports, filings and other documents with such government
agencies as are required by applicable law. He shall sign, execute, and
acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts
or other instruments except in cases where the signing and execution thereof
shall be expressly delegated by the board of directors, or by these bylaws, to
some other officer or agent of the corporation; and, in general, shall perform
all duties incident to the office of president and such other duties as from
time to time may be assigned to him by the chairman of the board and board of
directors. If the board of directors has elected a chairman of the board, the
president shall assume the duties of the chairman of the board when the chairman
of the board is absent or unable to discharge his responsibilities.

          Section 5.06. The Chief Financial Officer. The Chief
Financial Officer shall be the principal financial officer of the corporation
and, unless another officer is so designated, principal accounting officer of
the corporation; whenever required by the Board of Directors, he shall render a
statement of the financial condition of the corporation; shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation, including, but not
limited to, accounts of its assets, liabilities,

                                      -12-


<PAGE>
receipts, disbursement, gains, losses, capital surplus and shares; shall be
responsible for assuming adherence to such financial policies as are promulgated
by the board of directors; and, in general, shall discharge such other duties as
may from time to time be assigned to him by the board of directors, the chairman
of the board or the president. The books of account shall be open at all
reasonable times to inspection by any director.

          Section 5.07. The Vice Presidents. The vice presidents
shall perform duties as may from time to time be assigned to them by the board
of directors, the chairman of the board or the president.

          Section 5.08. The Secretary. The secretary shall attend all
meetings of the board of directors and committees thereof and shall record the
time and place of holding of such meeting, whether regular or special, and if
special, how authorized, the notice given, the names of those present at
directors' meetings or the number of shares present or represented at share
holders' meetings in books to be kept for that purpose; shall see that notices
are given and records and reports properly kept and filed by the corporation as
required by law; shall, unless otherwise designed by the board of directors, be
the custodian of the seal of the corporation and see that it is affixed to all
documents to be executed on behalf of the corporation under its seal; and, in
general, shall perform all duties incident to the office of secretary, and such
other duties as may from time to time be assigned to him by the board of
directors, the chairman of the board or the president.

          Section 5.09. The Treasurer. The treasurer shall have or
provide for the custody of the funds or other property of the corporation and
shall keep a separate book account of the same; shall collect and receive or
provide for the collection and receipt of moneys earned by or in any manner due
to or received by the corporation; shall deposit all funds in his custody as
treasurer in such banks or other places of deposit as the board of directors may
from time to time designate; shall, whenever so required by the board of
directors, render an accounting showing his transactions as treasurer; and, in
general, shall discharge such other duties as may from time to time be assigned
to him by the board of directors, the chairman of the board, the president or
the Chief Financial Officer. If the board of directors fails to elect a Chief
Financial Officer, then the Treasurer shall perform the duties of the Chief
Financial Officer.

          Section 5.10. Salaries and Compensation. The salaries, if
any, of the officers elected by the board of directors shall be fixed from time
to time by the board of directors or by such officer as may be designated by
resolution of the board. The salaries or other compensation of any officers,
employees and agents elected, appointed or retained by an officer or committee
to which the board of directors has delegated such a power shall be fixed from
time to time by such officer or committee. No officer shall be prevented from
receiving such salary or other compensation by reason of the fact that he is
also a director of the corporation.

                                      -13-

<PAGE>
         Section 5.11. Resignations. Any officer or agent may resign at any time
by giving written notice of resignation to the board of directors or to the
president or the secretary of the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Section 5.12. Removal.
Any officer, committee member, employee or agent of the corporation may be
removed, either for or without cause, by the board of directors or other
authority which elected or appointed such officer, committee member or other
agent.

         Section 5.13. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated, as the case may be. Section 5.14. Bond. The
chairman of the board, president, chief financial officer and treasurer shall
give such bond, if any, for the faithful performance of the duties of such
office as shall be required by the board of directors.

                                   ARTICLE VI

                        Certificates of Stock, Transfer
                        -------------------------------

          Section 6.01. Share Certificates, Issuance. Every
shareholder shall be entitled to have a certificate representing all shares to
which he is entitled; and such certificate shall be signed (either manually or
in facsimile) by the chairman of the board, if any, or by the president or a
vice president and by the secretary or any assistant secretary of the
corporation and may be sealed with the corporate seal or a facsimile thereof. In
the event any officer who has signed, or whose facsimile signature has been
placed upon any share certificate shall have ceased to be such officer because
of death, resignation or otherwise, before the certificate is issued, it may be
issued with the same effect as if the officer had not ceased to be such at the
date of its issue. Certificates representing shares of the corporation shall
otherwise be in such form as provided by statute and approved by the board of
directors. Every certificate exchanged or returned to the corporation shall be
marked "CANCELLED", with the date of cancellation.

          Section 6.02. Transfer. Transfers of shares shall be made
on the books of the corporation upon surrender of the certificates therefor,
endorsed by the person named in the certificate or by an attorney lawfully
constituted in writing.

          Section 6.03. Registered Shareholders. Except as otherwise
expressly set forth in these bylaws, the corporation shall be entitled to
recognize a person registered on its books in whose name any shares of the
corporation are registered as the absolute owner thereof with the

                                      -14-

<PAGE>
exclusive rights to receive dividends, and to vote such shares as owner. Except
as otherwise provided by law, the corporation shall not be bound to recognize
any equitable or other claim regardless of whether the corporation shall have
express or other notice thereof.

          Section 6.04. Lost, Destroyed or Mutilated Certificates. The
holder of any shares of the corporation shall notify the corporation of any
loss, destruction or mutilation of the certificates therefor, and the board of
directors may, in its discretion, cause new certificates to be issued to him,
upon satisfactory proof of such loss, destruction, or mutilation and, if the
board of directors shall so determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.

                                  ARTICLE VII

                    Indemnification of Directors, Officers,
                    ---------------------------------------
                              Employees and Agents
                              --------------------

          Section 7.01. Directors, Officers, Employees and Agents. The
corporation shall indemnify any officer or director who was or is a party or is
threatened to be made a party (which shall include the giving of testimony or
similar involvement) to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by, or in the right of the corporation) by reason of the fact that he
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of any
other corporation, partnership, joint venture, trust 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 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
proceedings, had no reasonable cause to believe that 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 create, of itself, a presumption that the person did not act in good faith
or in a manner which he reasonably believed to be in, or not opposed to, the
best interest of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party (which shall include the giving of
testimony or similar involvement), to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he 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 attorneys' fees, judgments, fines and amounts paid in settlement (to
the extent permitted by law), including any appeal thereof. Such indemnification

                                      -15-

<PAGE>
shall be authorized if such person 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 unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

          The corporation may, by action of the board of directors and
to the extent provided in such action, indemnify employees and agents as though
they were officers and directors.

          Section 7.02. Expenses. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to above, or
in any defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses (including attorneys' fees) actually and reason
ably incurred by him in connection therewith.

          Section 7.03. Determination of Standard of Conduct. Any
indemnification hereunder, unless pursuant to a determination by a court, shall
be made by the corporation as authorized upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made either (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such proceeding, (2) by majority vote of a committee duly designated
by the board of directors consisting of two or more directors not at the time
parties to the proceeding, (3) by the shareholders who were not parties to such
action, suit or proceedings, or (4) by independent legal counsel selected in
accordance with the provisions of the Florida Business Corporation Act in a
written opinion.

          Section 7.04. Advance Expenses. To the extent permitted by
applicable law, expenses including attorney's fees incurred by an officer,
director, employee or agent of the corporation in defending any action, suit or
proceeding shall be paid, in the case of an officer or director, and may be
paid, in the case of an employee or agent, by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized herein.

          Section 7.05. Benefit. The indemnification provided by this
Article shall be in addition to the indemnification rights provided pursuant to
the Florida Business Corporation Act, and shall not be deemed exclusive of any
other rights to which person seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or

                                      -16-

<PAGE>
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office (provided that no indemnification
may be made if expressly prohibited by the Florida Business Corporation Act),
and shall continue as to a person who has ceased to be a director, officer,
employee or agent of the corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person.

          Section 7.06. Insurance. The corporation shall be empowered
to 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, partnership, joint venture, trust or other enterprise
against 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 contained
herein.

          Section 7.07. No Rights of Subrogation. Indemnification
herein shall be a personal right and, the corporation shall have no liability
under this Article VII to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of any person otherwise entitled to indemnification pursuant to
the provisions of this Article VII) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder.

          Section 7.08. Indemnification for Past Directors.
Indemnification as provided in this section 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 7.09. Affiliates. 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 corporation, so
that any person who 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.

          Section 7.10. Reliance. Each person who shall act as an
authorized representative of the corporation shall be deemed to be doing so in
reliance upon such rights of indemnification as are provided in this Article.

          Section 7.11. Fund for Payment of Expenses. The corporation
may create a fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise may secure in any manner its indemnification
obligations, whether arising hereunder, under the Articles, by agreement, vote
of shareholders or directors, or otherwise.

                                      -17-

<PAGE>
          Section 7.12. Amendments. The provisions of this Article VII
relating to indemnification and to the advancement of expenses shall constitute
a contract between the corporation and each of its directors and officers which
may be modified as to any director or officer only with that person's consent or
as specifically provided in this section. Notwithstanding any other provision of
these bylaws relating to their amendment generally, any repeal or amendment of
this Article VII which is adverse to any director or officer shall apply to such
director or officer only on a prospective basis, and shall not limit the rights
of a director or officer to indemnification or to the advancement of expenses
with respect to any action or failure to act occurring prior to the time of such
repeal or amendment.

                                  ARTICLE VIII

                                 Miscellaneous
                                 -------------

          Section 8.01. Checks. All checks or demands for money and
notes of the corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may designate from time to
time.
          
          Section 8.02. Dividends. The board of directors, at any
regular or special meeting thereof, subject to any restrictions contained in the
articles of incorporation, may declare and pay dividends upon the shares of the
corporation's stock in cash, property or the corporation's shares in accordance
with the Florida Business Corporation Act.

          Section 8.03. Deposits. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such financial
institutions or other depositaries as the board of directors may approve or
designate.

          Section 8.04. Fiscal Year. The fiscal year of the corporation shall
end on the 31st day of December in each year. Section 8.05. Severability. The
provisions of these bylaws shall be separable each from any and all other
provisions of these bylaws, and if any such provision shall be adjudged to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, or the powers granted to this corporation by the
articles of incorporation or bylaws.

                                   ARTICLE IX

                                   Amendments
                                   ----------

     Section 9.01. Amendments to the Bylaws. Except as
specifically set forth elsewhere herein or in the articles of incorporation, the
board of directors may amend or repeal

                                      -18-

<PAGE>
these bylaws. The shareholders entitled to vote thereon may amend or repeal
these bylaws even though the bylaws may also be amended or repealed by the board
of directors.



Adopted: July 18, 1995
Amended: July 16, 1996
Amended: August 15, 1997
Amended: January 20, 1999


                                      -19-