BYLAWS

                                       OF

                                   QUIPP, INC.

                             (a Florida corporation)





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ARTICLE I             Offices....................................................................................1

         Section 1.01          Principal Office..................................................................1

         Section 1.02          Registered Office.................................................................1

         Section 1.03          Other Offices.....................................................................1

ARTICLE II            Meetings of Shareholders...................................................................1

         Section 2.01          Annual Meeting....................................................................1

         Section 2.02          Special Meetings..................................................................1

         Section 2.03          Place of Meetings.................................................................1

         Section 2.04          Voting Lists......................................................................1

         Section 2.05          Fixing of a Record Date...........................................................2

         Section 2.06          Notice of Meetings................................................................2

         Section 2.07          Precondition to Delivery of Notice of Special Meeting of Shareholders
                               Called by Shareholders............................................................2

         Section 2.08          Quorum............................................................................2

         Section 2.09          Adjournment.......................................................................3

         Section 2.10          Organization......................................................................3

         Section 2.11          Voting............................................................................3

         Section 2.12          Proxies...........................................................................4

         Section 2.13          Action by Shareholders Without a Meeting..........................................4

         Section 2.14          Notice of Shareholder Business and Nominations....................................5

ARTICLE III           Board of Directors.........................................................................7

         Section 3.01          Powers and Duties.................................................................7

         Section 3.02          Qualification and Election........................................................7

         Section 3.03          Number and Term of Office.........................................................8

         Section 3.04          Organization......................................................................8

         Section 3.05          Place of Meetings.................................................................8

         Section 3.06          Annual Meetings...................................................................8

         Section 3.07          Regular Meetings..................................................................8

         Section 3.08          Special Meetings..................................................................8

         Section 3.09          Action by Written Consent Without a Meeting.......................................9
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         Section 3.10          Conference Telephone Meetings.....................................................9

         Section 3.11          Quorum............................................................................9

         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

ARTICLE IV            Notice and Waiver of Notice...............................................................10

         Section 4.01          Notice...........................................................................10

         Section 4.02          Waiver of Notice.................................................................11

ARTICLE V             Officers..................................................................................11

         Section 5.01          Number and Qualification.........................................................11

         Section 5.02          Election and Term of Office......................................................11

         Section 5.03          Subordinate Officers, Committees and Agents......................................11

         Section 5.04          The Chairman of the Board........................................................11

         Section 5.05          The President....................................................................12

         Section 5.06          The Chief Financial Officer......................................................12

         Section 5.07          The Vice Presidents..............................................................12

         Section 5.08          The Secretary....................................................................12

         Section 5.09          The Treasurer....................................................................13

         Section 5.10          Salaries and Compensation........................................................13

         Section 5.11          Resignations.....................................................................13

         Section 5.12          Removal..........................................................................13

         Section 5.13          Vacancies........................................................................13

         Section 5.14          Bond.............................................................................13

ARTICLE VI            Certificates of Stock, Transfer...........................................................14

         Section 6.01          Share Certificates, Issuance.....................................................14

         Section 6.02          Transfer.........................................................................14
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         Section 6.03          Registered Shareholders..........................................................14

         Section 6.04          Lost, Destroyed or Mutilated Certificates........................................14

ARTICLE VII           Indemnification of Directors, Officers, Employees and Agents..............................14

         Section 7.01          Directors, Officers, Employees and Agents........................................14

         Section 7.02          Expenses.........................................................................15

         Section 7.03          Determination of Standard of Conduct.............................................15

         Section 7.04          Advance Expenses.................................................................16

         Section 7.05          Benefit..........................................................................16

         Section 7.06          Insurance........................................................................16

         Section 7.07          No Rights of Subrogation.........................................................16

         Section 7.08          Indemnification for Past Directors...............................................16

         Section 7.09          Affiliates.......................................................................16

         Section 7.10          Reliance.........................................................................17

         Section 7.11          Fund for Payment of Expenses.....................................................17

         Section 7.12          Amendments.......................................................................17

ARTICLE VIII          Miscellaneous.............................................................................17

         Section 8.01          Checks...........................................................................17

         Section 8.02          Dividends........................................................................17

         Section 8.03          Deposits.........................................................................17

         Section 8.04          Fiscal Year......................................................................17

         Section 8.05          Severability.....................................................................17

ARTICLE IX            Amendments................................................................................18

         Section 9.01          Amendments to the Bylaws.........................................................18
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                                    ARTICLE I

                                     Offices
                                     -------

         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 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.

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         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.

         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

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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.

         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.


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         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.

         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

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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.

         Section 2.14 Notice of Shareholder Business and Nominations.
Nominations of persons for election to the board of directors of the corporation
and the proposal of business to be considered by the shareholders may be made at
an annual meeting of shareholders (a) pursuant to the corporation's notice of
meeting pursuant to section 2.06 of these bylaws, (b) by or at the direction of
the board of directors, or (c) by any shareholder of the corporation who was a
shareholder of record at the record date fixed for determining shareholders
entitled to vote at such meeting and also at the time of giving of notice
provided for in this Section 2.14, who is entitled to vote at such meeting and
who complies with the notice procedures set forth in this section 2.14.

         For nominations or other business to be properly brought before an
annual meeting of shareholders by a shareholder pursuant to this section 2.14,
the shareholder must have given timely notice thereof in writing to the
secretary of the corporation and such other business must otherwise be a proper
matter for shareholder action. To be timely, a shareholder's notice shall be
delivered to the secretary at the principal executive offices of the corporation
not later than the close of business on the 21st calendar day nor earlier than
the close of business on the 50th calendar day prior to the annual meeting of
shareholders; provided, however, that in the event that less than 28 days'
notice of the meeting is given to shareholders, the shareholders notice to be
timely must be so delivered not later than the earlier of close of business on
the seventh calendar day following the calendar day on which notice of such
meeting is first mailed to shareholders or the fourth calendar day prior to the
meeting. In no event shall the announcement of an adjournment of an annual
meeting of shareholders commence a new time period for the giving of a
shareholder's notice as described above. Such shareholder's notice shall set
forth, or be accompanied by, (a) in the event the shareholder proposes to
nominate one or more persons for election or reelection as a director (1) the
name and residence address of the 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) (the "Exchange Act"), 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; and (b) in
the event the shareholder proposes to bring any other business before the
meeting, (1) the name and residence address of the shareholder proposing to
bring business before the meeting and the beneficial owner, if any, on whose
behalf the proposal is made, (2) the class and number of shares of the

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corporation which are owned beneficially and of record by such shareholder and
such beneficial owner, (3) a representation that the shareholder is a holder of
record of the voting stock of the corporation and intends to appear in person or
by proxy at the meeting to bring the business before the meeting; and (4) a
brief description of the business desired to be brought before the meeting, and
the reasons for bringing such business by such shareholder and beneficial owner,
if any, on whose behalf the proposal is made.

         Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting under section 2.06 of these bylaws. Nominations
of persons for election to the board of directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction of the board of
directors, or (b) provided that the board of directors has determined that
directors shall be elected at the meeting, by any shareholder of the corporation
who was a shareholder of record at the record date fixed for determining
shareholders entitled to vote at the special meeting and also at the time of
giving of notice provided for in this section 2.14, who is entitled to vote at
such meeting and who complies with the notice procedures set forth in this
section 2.14. In the event the corporation calls a special meeting of
shareholders for the purpose of electing one or more directors to the board of
directors, any shareholder may nominate a person or persons (as the case may
be), for election to such position(s) as specified in the corporation's notice
of meeting, if the shareholder's notice required by the preceding paragraph of
this section 2.14 shall be delivered to the secretary at the principal executive
offices of the corporation not earlier than the close of business on the 50th
calendar day prior to such special meeting and not later than the close of
business on the later of the 21st calendar day prior to such special meeting;
provided, however, that in the event that less than 28 days' notice of the
meeting is given to shareholders, the shareholders notice to be timely must be
so delivered not later than the earlier of the close of business on the seventh
calendar day following the calendar day on which notice of such special meeting
is first mailed to shareholders or the fourth day prior to such meeting. In no
event shall the announcement of an adjournment of a special meeting commence a
new time period for the giving of a shareholder's notice as described above.

         Only such persons who are nominated in accordance with the procedures
set forth in this section 2.14 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section 2.14. Except as otherwise provided by law, the articles of incorporation
or these bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this section 2.14 and, if any proposed nomination or
business is not in compliance with this section 2.14, to declare that such
defective proposal or nomination shall be disregarded.

         Notwithstanding the foregoing provisions of this section 2.14, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this section 2.14. Nothing in this section 2.14 shall be deemed to
affect any rights of shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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                                  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:

                  (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.

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         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.

         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.

                                       8
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         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 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.

         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

                                       9
<PAGE>

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.

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

                                   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

                                       10
<PAGE>

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.

         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

                                       11
<PAGE>

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, 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 shareholders'
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

                                       12
<PAGE>

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.

         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.



                                       13
<PAGE>



                                   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 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

                                       14
<PAGE>

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 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 reasonably 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.

                                       15
<PAGE>

         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 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.

                                       16
<PAGE>

         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.

         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.



                                       17
<PAGE>



                                   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 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
Amended: May 29, 2001