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                                                                     Exhibit 3.2
                      BYLAWS OF JACKSONVILLE BANCORP, INC.
                   AS AMENDED AND RESTATED AS OF JUNE 5, 2002

                                    ARTICLE I
                                     OFFICES

     The home office of Jacksonville Bancorp, Inc. (the "Company") shall be
located at 76 South Laura Street, Suite 104, Jacksonville, Florida 32202. The
Company may establish other facilities, offices or branches at such place or
places as the Board of Directors may determine from time to time.

                                   ARTICLE II
                                  SHAREHOLDERS

SECTION 1.  ANNUAL MEETING. The annual shareholder meeting shall be held on such
date and at such time as shall be designated by the Board of Directors and
stated in the notice of meeting, for the purpose of electing directors and for
the transaction of such other business as may lawfully come before the meeting.

SECTION 2.  SPECIAL MEETINGS. Special shareholder meetings may be called by the
Chief Executive Officer or the Chairman of the Board of Directors (the
"Chairman"), for any purpose, and a special meeting shall be called by the Chief
Executive Officer or Secretary at the request, in writing, of a majority of the
Board of Directors then in office, or at the request, in writing, of
shareholders owning not less than 10% of the entire capital stock of the Company
issued and outstanding. Such request shall state the purpose or purposes of the
proposed meeting and shall be delivered to the home office of the Company
addressed to the Chairman, the Chief Executive Officer, or the Secretary.
Business transacted at any special shareholder meeting shall be limited to the
purpose(s) stated in the notice thereof.

SECTION 3.  PLACE OF MEETING. All shareholder meetings of the Company shall be
held at the home office of the Company or such other place within or outside 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.

SECTION 4.  NOTICE OF MEETING. Written notice, signed by the Chief Executive
Officer or the Secretary, stating the place, day and hour of the meeting and in
the case of a special meeting the purpose or purposes for which the meeting is
called, shall be mailed not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting. Such notice shall be mailed to the shareholders at their addresses
as they appear on the records of the Company. Any shareholder may waive notice
of a meeting before, at or after the meeting. When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless the adjournment is for more than thirty (30) days, or unless after
the adjournment a new record date is fixed for the adjourned meeting, in which
case notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting. At the adjourned meeting, any business
may be transacted that might have been transacted at the original meeting.

SECTION 5.  VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Company shall, at least ten (10) days before
each shareholder meeting or such shorter time as exists between the record date
and the meeting, make a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof. The list shall be arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder. The list of shareholders shall be produced at any shareholder
meeting at the request of any shareholder.

SECTION 6.  QUORUM. Except as otherwise provided in these Bylaws, or the
Company's Articles of Incorporation, a majority of the outstanding shares of the
Company entitled to vote shall constitute a quorum at a shareholder meeting. If
less than a majority of the outstanding shares is represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice. At any such reconvened meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The holders of voting rights
for any shares present at a duly convened meeting may continue to transact
business until adjournment thereof, notwithstanding the subsequent withdrawal of
any holders of voting rights for any shares sufficient to leave less than a
quorum.

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SECTION 7.  VOTING OF SHARES. Each shareholder entitled to vote shall be
entitled to one vote in person or by proxy for each share of voting stock
recorded in its name on the books of the Company. Such right to vote shall be
subject to the right of the Board of Directors to close the transfer books or to
fix a record date for voting shareholders, as hereinafter provided.

SECTION 8.  PROXIES. At any shareholder meeting, a shareholder may be
represented by a proxy appointed by an instrument executed in writing by that
shareholder or by its duly authorized attorney-in-fact; but no proxy shall be
valid after one year from its date, unless the instrument appointing the proxy
provides for a longer period. Such instrument shall be filed with the Secretary
of the Company before or at the time of the meeting. In the event that any such
instrument shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or if only one be present, that one shall
have all of the powers conferred by the instrument upon all persons so
designated unless the instrument shall otherwise provide.

SECTION 9.  RECORD DATE. For the purpose of determining the entitlement to
notice of or to vote at any shareholder meeting or any adjournment, or the
entitlement to receive payment of any dividend, or in order to make a
determination of identity or amount of ownership for any other proper purpose,
the Board of Directors shall fix in advance a date as the record date for any
such determination. Such date in any case shall be not more than seventy (70)
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. When a determination of
entitlement to vote at any shareholder meeting has been made as provided in this
Section, such determination shall apply equally to any adjournment.

SECTION 10. INSPECTOR OF ELECTION. The Board of Directors may appoint any
person(s) other than nominees for office, as inspector(s) of election to act at
a shareholder meeting or any adjournment thereof. The number of inspectors shall
be either one or three. Any such appointment shall not be altered at the meeting
except as hereinafter provided. If inspectors of election are not so appointed,
the Chairman or the Chief Executive Officer may, or at the request of at least
10% of the votes represented at the meeting shall, make such appointment at the
meeting. If appointed at the meeting, the majority of the votes present shall
determine whether one or three inspector(s) are to be appointed. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by the Board of Directors in advance of the meeting or at
the meeting by the Chairman or the Chief Executive Officer.

Unless otherwise prescribed by law or regulation, the duties of such
inspector(s) shall include: (a) determining the number of shares entitled to
vote, the number of shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; (b) receiving
votes, ballots, or consents; (c) hearing and determining all challenges and
questions arising in connection with the right to vote; (d) counting and
tabulating all votes, ballots or consents; (e) determining and certifying the
results of balloting; and (f) such other acts as may be proper or necessary in
order to conduct the election or vote, with fairness to all.

SECTION 11. NATURE OF BUSINESS. At any shareholder meeting, only business
brought before the meeting by or at the direction of the Board of Directors or
by any shareholder who complies with the procedures set forth in this Article
II, Section 11 shall be conducted.

No business may be transacted at any shareholder meeting, other than business
that is either (a) specified in the notice of meeting given by or at the
direction of the Board of Directors or any authorized committee; (b) otherwise
properly brought before such shareholder meeting by or at the direction of the
Board of Directors or any authorized committee; or (c) in the case of an annual
meeting, otherwise properly brought before such meeting by any shareholder (i)
who is a shareholder of record on the date notice is given and on the record
date and (ii) who complies with the notice procedures set forth in this Section
11.

In addition to any other applicable requirements, a shareholder must give timely
notice in proper written form to the Secretary, for business to be properly
brought before a shareholder meeting.

To be timely, a shareholder's notice to the Secretary must be delivered to or
received at the principal executive offices of the Company not less than sixty
(60) days nor more than one hundred and twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting. In the event that
the annual meeting is called on a date that is not within thirty (30) days of
the preceding annual meeting anniversary date, notice by the shareholder must be
received not later than the close of business on the tenth day following the day
on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was announced, whichever first
occurs.

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To be in proper written form, a shareholder's notice to the Secretary must set
forth: (a) each matter that the shareholder proposes to bring before the annual
meeting; (b) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting; (c) the name and record address of the shareholder; (d) the class and
number of shares of stock of the Company which the shareholder beneficially owns
on the record date for the meeting (if the record date has occurred) and as of
the date of such notice; (e) a description of all arrangements or understandings
between the shareholder and any other named person or persons in connection with
the proposal of such business by the shareholder and any material interest of
the shareholder in such business; (f) any other information which would be
required to be disclosed in a proxy statement or other filing required to be
made in connection with the solicitations of proxies for the proposal pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations promulgated thereunder if such shareholder
were engaged in such a solicitation; and (g) a representation that such
shareholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

No business shall be conducted at the shareholder meeting except business
brought before the shareholder meeting in accordance with the procedures set
forth in this Section 11, provided, however, that once business has been
properly brought before the shareholder meeting in accordance with such
procedures, nothing in this Section 11 shall be deemed to preclude discussion of
the business by any shareholder.

SECTION 12. CONDUCT OF MEETINGS. The Chairman shall preside at meetings of
shareholders, or in the absence or at the request of the Chairman, the Chief
Executive Officer, the President, a Vice President or other director may act as
presiding officer of the meeting. If none of those persons is present at the
meeting, the presiding officer of the meeting shall be chosen by the vote of a
majority of the shares represented and entitled to vote at the meeting. The
Secretary shall act as secretary at all meetings of the shareholders, but if the
Secretary is not present at the meeting, the presiding officer may appoint any
other person to act as secretary of the meeting.

The presiding officer of a meeting shall have broad discretion in determining
the order of business. The presiding officer's authority to conduct the meeting
shall include, but in no way be limited to, recognizing shareholders to speak,
calling for necessary reports, determining whether business was properly brought
before the meeting in accordance with the procedures set forth herein, declaring
that business was not properly brought before the meeting and such business
shall not be transacted, stating questions and putting them to a vote, calling
for nominations, and announcing the results of voting. The presiding officer
shall also take such actions as are necessary and appropriate to preserve order
at the meeting. The rules of parliamentary procedure need not be observed in the
conduct of a shareholder's meeting.


                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1.  GENERAL POWERS. The business and affairs of the Company shall be
conducted under the direction of its Board of Directors. The Board of Directors
shall elect annually from among its members a Chairman who shall preside at
meetings of the Board of Directors and meetings of the shareholders or in the
absence or at the request of the Chairman, the Chief Executive Officer, the
President, a Vice President or other director may act as presiding officer of
the meeting.

SECTION 2.  NUMBER AND TERM. The number of directors shall be determined by
resolution of the Board of Directors but shall consist of no less than three (3)
nor more than fifteen (15) members. The directors shall be divided into three
classes, each class to be as equal in number as possible. Directors shall serve
in the class in which they are elected until their term expires or until their
successors are elected and qualified.

SECTION 3.  QUALIFICATIONS. Not less than a majority of the directors must,
during their whole term of service, be citizens of the United States, and at
least three-fifths of the directors must have resided in this state for at least
one (1) year preceding their election and must be residents therein during their
continuance in office. Unless permitted in writing by any applicable bank
regulatory authority, no person shall be eligible for election or shall serve as
a director or officer of the Company who has been adjudicated a bankrupt or
convicted of a criminal offense involving dishonesty, a breach of trust or money
laundering. A director shall automatically cease to be a director when he or she
is adjudicated a bankrupt or is convicted of a criminal offense involving
dishonesty, a

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breach of trust or money laundering, but no action of the Board of Directors
shall be invalidated because of the participation of any such director in such
action.

SECTION 4.  REMOVAL OF DIRECTORS.

Directors may be removed:
     (a)  for any reason by a vote of the shareholders owning a majority of the
shares then entitled to vote at an election of directors;
     (b)  as required by applicable federal or state laws and regulations or the
guidelines of any bank regulatory authority; or
     (c)  to the extent permitted by law, for cause, by a vote of not less than
a majority of the disinterested directors entitled to vote, at a meeting noticed
and called expressly for that purpose. The term "cause" is defined to mean the
commission of an act of willful misconduct, self-dealing, malfeasance, gross
negligence, personal dishonesty, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or willful violation of
any law, rule or regulation (other than traffic violations or similar offenses).
For purposes of this Section, a "disinterested director" is defined to be a
director who is not the subject of the removal action.

SECTION 5.  ANNUAL MEETING. The Board of Directors shall hold its annual meeting
immediately following the annual shareholder meeting, for the purpose of the
election of officers and the transaction of such other business as may come
before the meeting; and, if a majority of the directors are present at such
place and time, no other notice of such meeting shall be required to be given to
the directors. The place and time of such meeting may also be fixed by written
consent of all of the directors.

SECTION 6.  REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held, without notice, at the home office of the Company or such other places
within or outside the State of Florida, and at such times, as shall be
determined, from time to time, by the Board of Directors.

SECTION 7.  SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chairman, the Chief Executive Officer, or any
three (3) directors. The person or persons authorized to call special meetings
of the Board of Directors may reasonably fix the time and place for holding any
special meetings of the Board of Directors called by them.

SECTION 8.  NOTICE. Notice of any special meeting shall be given at least three
(3) days prior thereto by telephone or by written notice delivered personally or
by facsimile or e-mail to each director at such director's home or business
address. Any director may give a waiver of notice of any such meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

SECTION 9.  QUORUM. A majority of the number of directors then in office shall
constitute a quorum for the transaction of business of any meeting of the Board
of Directors, but a smaller number may adjourn a meeting, from time to time,
without further notice until a quorum is secured.

SECTION 10. MANNER OF ACTING. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless a greater number is required by law, the Company's Articles of
Incorporation or these Bylaws.

SECTION 11. VACANCIES ON BOARD. In the event of any vacancy on the Board of
Directors, including any vacancy created by a failure to qualify or by any
increase in the number of directors authorized, the Board of Directors may, but
shall not be required to, fill such vacancy by the affirmative vote of a
majority of the remaining directors.

SECTION 12. COMPENSATION. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, for attendance at each meeting of the Board
of Directors, and may be paid a fixed sum for attendance at each meeting of the
Board of Directors, or stated fees for their service as directors. No such
payment, however, shall preclude any director from serving the Company in any
other proper capacity and receiving reasonable compensation therefor.

SECTION 13. TELEPHONIC MEETINGS. Members of the Board of Directors or members of
any committee established in accordance with Article V herein, shall be deemed
present in person at a meeting of the Board or

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committee if a conference telephone or similar communication equipment is used,
by which all persons participating in the meeting can simultaneously hear each
other.

SECTION 14. ACTION 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 meeting,
may be taken without a meeting if consent in writing, setting forth the action
to be taken, and signed by all 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 such committee.

SECTION 15. RESIGNATION. Any director may resign at any time by sending or
delivering a written notice of such resignation to the Secretary of the Company,
addressed to the Chairman or the Chief Executive Officer. Unless otherwise
specified, such resignation shall take effect upon receipt by the Chairman or
the Chief Executive Officer. Three consecutive absences, or a total of four (4)
absences in any fiscal year, from regular meetings of the Board of Directors,
unless excused by resolution of the Board, shall automatically constitute a
resignation effective when such resignation is accepted by the Board of
Directors.

SECTION 16. NOMINEES. Only persons who are nominated in accordance with the
procedures set forth in this Article III, Section 16, shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Company may be made at a shareholder meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the Company
entitled to vote for the election of directors at the meeting who complies with
the notice procedures as set forth in Article II, Section 11 and in this Article
III, Section 16. To be in proper written form, a shareholder's notice to the
Secretary of a nomination for director must, in addition to the information
required by Article II, Section 11, set forth the following information as to
each person the shareholder proposes to nominate for election as a director: (a)
the name, age, business address and residence address of the nominee; (b) the
principal occupation or employment of the nominee; (c) the class and number of
shares of capital stock of the Company which are owned beneficially or of record
by the nominee as of the record date of the meeting (if the record date has
occurred) and as of the date of such notice; and (d) any other information
relating to the nominee that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder.

                                   ARTICLE IV
                                    OFFICERS

SECTION 1.  POSITIONS. The officers of the Company shall be a Chief Executive
Officer, a President, a Chief Financial Officer, one or more Vice Presidents,
and Secretary, each of whom shall be elected by the Board of Directors. The
Board of Directors may also elect or authorize the appointment of such other
officers as the business of the Company may require. Any person may hold more
than one office simultaneously.

SECTION 2.  ELECTION AND TERM OF OFFICE. Except as otherwise provided in any
written employment agreement which has been approved by the Board of Directors,
the officers of the Company shall be elected annually by the Board of Directors
at its annual meeting. Each officer shall hold office for the term set forth in
such officer's written employment agreement, if any, or until the officer's
successor shall have been duly elected and shall have qualified, or until the
officer's death, or until the officer shall resign or shall have been removed in
the manner hereinafter provided. Election or appointment of an officer,
employee, or agent shall not of itself create contractual rights. The Board of
Directors may authorize the Company to enter into an employment contract with
any officer, but no such contract shall impair the right of the Board of
Directors to remove any officer at any time in accordance with Section 3 of this
Article. Whenever any officer of the Company ceases to be an employee of the
Company, he or she shall immediately cease to be an officer of the Company
without any further action by such officer, any other officer or the Board of
Directors.

SECTION 3.  REMOVAL. Any officer elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in its judgment, the best
interests of the Company will be served thereby, but such removal, other than
for cause, shall be without prejudice to the contract rights, if any, of the
person so removed.

SECTION 4.  VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

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SECTION 5.  DUTIES OF OFFICERS.

(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general and
active management of the business of the Company in accordance with the
objectives and policies established by and subject to the control of the Board
of Directors, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer shall have
authority to suspend or to remove any employee, agent or appointed officer of
the Company and to suspend for cause any officer of the Company elected by the
Board of Directors and, in the case of the suspension for cause of any elected
officer, to recommend to the Board of Directors any further action which should
be taken. The Chief Executive Officer shall have general authority to execute
bonds, deeds, contracts and other documents in the name and on behalf of the
Company, shall make requisite reports to the Board of Directors and the
shareholders, and shall perform all such other duties as are incident to the
office or are properly required of the Chief Executive Officer by the Board of
Directors.

(b) PRESIDENT. The President shall have such powers and shall perform such
duties as shall be assigned by the Board of Directors or the Chief Executive
Officer. The President shall have general authority to execute bonds, deeds,
contracts and other documents in the name and on behalf of the Company.

(c) CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the Treasurer
of the Company, shall have custody of the corporate funds and securities, and
shall keep full and accurate account of receipts and disbursements in books
belonging to the Company. The Chief Financial Officer shall direct the deposit
of all moneys and other valuables in the name and to the credit of the Company.
The Chief Financial Officer shall perform all other necessary acts and duties in
connection with the administration of the financial affairs of the Company in
accordance with objectives and policies established by the Board of Directors.
The Chief Financial Officer shall disburse the funds of the Company in
accordance with determinations of the Board of Directors, the Chief Executive
Officer or the policies of the Company, taking proper vouchers for such
disbursement, and shall deliver to the Chief Executive Officer and the Board of
Directors reports on the financial condition of the Company.

(d) SECRETARY. The Secretary shall give, or cause to be given, notice of all
meetings of shareholders and directors, and all other notices required by law or
by these Bylaws, and in case of his or her absence or refusal or neglect so to
do, any such notice may be given by any person thereunto directed by the Chief
Executive Officer or the Board of Directors, or requested by any shareholders
upon whose request the meeting is called as provided in these Bylaws. The
Secretary shall record all the proceedings of the meetings of the shareholders
and of the Board of Directors in a book to be kept for that purpose, and shall
perform such other duties as may be assigned by the Board of Directors or the
Chief Executive Officer. The Secretary shall have the custody of the seal of the
Company and shall affix it to all instruments requiring it, as authorized by the
Board of Directors or the Chief Executive Officer. The Secretary will
authenticate the documents of the Company.

(e) OTHER OFFICERS. Senior Vice Presidents, Executive Vice Presidents, Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers and agents may be appointed by the Board of
Directors or the Chief Executive Officer as may be deemed advisable. Such
officers shall perform such duties as shall be determined from time to time by
the appointing officer, such other appropriate officer, or the Board of
Directors, as the case may be.

(f) DUTIES GENERALLY. Subject to the foregoing, the officers of the Company
shall have such authority and perform such duties as usually pertain to their
respective offices and such additional powers and duties specifically conferred
by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned
to them from time to time by the Board of Directors.

SECTION 6.  DELEGATION OF DUTIES. In the absence of or the disability of any
officer of the Company, or for any other reason deemed sufficient by the Board
of Directors, the Board may delegate the officer's powers or duties to any other
officer or to any other director.

SECTION 7.  REMUNERATION. The remuneration of the Chief Executive Officer shall
be fixed from time to time by the Board of Directors. The remuneration of the
other officers shall be determined by the Chief Executive Officer subject to the
guidelines established by the Board of Directors.

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SECTION 8.  GENERAL POWERS. The officers are authorized to do and perform such
acts as are necessary in the carrying on of the business of the Company, subject
always to any limitations imposed by the Board of Directors. ARTICLE V
COMMITTEES

SECTION 1.  CREATION OF COMMITTEES. The Board of Directors may by resolution
designate an Executive Committee, an Audit Committee, and one or more other
committees, each to consist of three or more of the directors of the Company.
Members of such committees shall serve until the next annual meeting of the
Board of Directors or until successors are appointed. Members may be removed
from any such committee by the Board of Directors whenever in its judgment the
best interests of the Company will be served thereby.

SECTION 2.  EXECUTIVE COMMITTEE. The Executive Committee, if such a committee
shall be created, shall consult with and advise the officers of the Company in
the management of its business, and shall have, and may exercise to the extent
provided in the resolution of the Board of Directors creating such Executive
Committee, such powers of the Board of Directors as can be lawfully delegated by
the Board.

SECTION 3.  OTHER COMMITTEES. Other committees created by the Board of Directors
shall have such functions and may exercise, to the extent provided in the
resolution of the Board of Directors creating such committee, such powers of the
Board of Directors as can be lawfully delegated by the Board.

SECTION 4.  MEETINGS OF COMMITTEES. Regular meetings of any committee may be
held without notice at such time and place as shall from time to time be
determined by the majority of the members of such committee. Special meetings of
any such committee may be called by the Chairman, the Chief Executive Officer,
the chairman of such committee, or a majority of the members of such committee
upon two (2) days notice to each of the other members of such committee, or on
such shorter notice as may be agreed to by each of the other members of such
committee. Such notice shall be given either personally or in the manner
provided in Section 8 of Article III of these Bylaws.

SECTION 5.  VACANCIES ON COMMITTEES. Vacancies on any committee shall be filled
by the Board of Directors then in office at any regular or special meeting.

SECTION 6.  QUORUM OF COMMITTEES. At all meetings of any committee, a majority
of the committee's members then serving shall constitute a quorum for the
transaction of business.

SECTION 7.  MANNER OF ACTING OF COMMITTEES. The act of the majority of the
members of any committee present at a meeting at which there is a quorum, shall
be the act of such committee.

SECTION 8.  MINUTES OF COMMITTEES. Each committee shall keep minutes of its
proceedings and report the same to the Board of Directors on a regular basis.

SECTION 9.  COMPENSATION. Members of committees may be paid compensation for
service on such committees in any manner prescribed by the Board of Directors.

                                   ARTICLE VI
                               STOCK CERTIFICATES

SECTION 1.  GENERAL. Every holder of capital stock in the Company shall be
entitled to have a certificate, signed by the Chief Executive Officer, the
President or Vice President and the Chief Financial Officer or the Secretary.
Such certificate shall be dated and sealed with the seal of the Company, exhibit
the holder's name and certify the number of shares owned. The certificates shall
be consecutively numbered and entered in the books of the Company as they are
issued.

SECTION 2.  TRANSFER OF SHARES. Transfer of shares of the capital stock of the
Company shall be made upon its stock transfer books. Authority for such transfer
shall be given only by the holder of record of the shares or by its lawfully
constituted representative. Such transfer shall be made only upon surrender of
the certificate for shares. The person in whose name the certificate for shares
of capital stock stands on the books of the Company shall be deemed by the
Company to be the owner thereof for all purposes and the Company shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of Florida.

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SECTION 3.  STOLEN OR LOST CERTIFICATES. The Company or its transfer agent may
issue a new certificate or certificates in place of any certificate or
certificates of the Company if the holder of record of the certificate does the
following: (a) makes proof in affidavit form that it has been lost, destroyed or
wrongfully taken; (b) requests the issuance of a new certificate or certificates
before the Company or its transfer agent has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond, in such form as the Company or its transfer agent
may direct, to indemnify the Company and the transfer agent against any claim
that may be made on account of the alleged loss, destruction, or theft of the
certificate; and (d) satisfies any other reasonable requirements imposed by the
Company or its transfer agent.

                                   ARTICLE VII
                                 CORPORATE SEAL

The seal of the Company shall be two concentric circles between which shall be
the name of the Company. The year of incorporation and the name of this state
shall, and an emblem may, appear in the center.

                                  ARTICLE VIII
                                   FISCAL YEAR

The Company's fiscal year end date shall be December 31.

                                   ARTICLE IX
                                 INDEMNIFICATION

SECTION 1.  GENERAL. The Company shall indemnify its officers, directors, and
employees (but not its agents unless specifically approved in writing by the
Board of Directors) to the fullest extent authorized by Section 607.0850 of the
Florida Business Corporation Act as it now exists or may hereafter be amended
(the "FBCA") but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification rights
than said law permitted the Company to provide prior to such amendment. This
includes, but is not limited to, any person who was or is made a party or is
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, reasonably incurred or suffered by such person in connection therewith.
Such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators; PROVIDED, HOWEVER, that the Company
shall indemnify any such person seeking indemnity in connection with a
Proceeding (or part thereof) initiated by such person only if such Proceeding
(or part thereof) was authorized by the Board of Directors of the Company. Such
right shall be a contract right and shall include the right to be paid by the
Company for all expenses incurred in defending any such Proceeding in advance of
its final disposition; PROVIDED, HOWEVER, that the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of such
proceeding, shall be made only upon delivery to the Company of an undertaking,
by or on behalf of such director or officer, to repay all amounts so advanced if
it should be determined ultimately that such director or officer is not entitled
to be indemnified under this Article or otherwise. The Board of Directors may
establish other terms and conditions on its payment in advance of expenses
incurred by employees or agents or by officers or directors serving in another
capacity, including without limitation service to an employee benefit plan.

SECTION 2.  FAILURE TO PAY CLAIM. If a claim under Section 1 of this Article is
not paid in full by the Company within ninety (90) days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
suit against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to also be paid
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to the Company) that the claimant has not
met the standards of conduct which make it permissible under the FBCA for

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<PAGE>

the Company to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Company. Neither the failure of the Company
(including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
FBCA, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not met the applicable standard of
conduct.

SECTION 3.  OTHER RIGHTS. The rights conferred on any individual by Sections 1
and 2 of this Article shall not be exclusive of any other right which such
individual may have or hereafter acquire under any statute, provision of these
Bylaws of the Company, agreement, vote of shareholders or disinterested
directors or otherwise.

SECTION 4   INSURANCE. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the FBCA.

SECTION 5.  PERSONAL LIABILITY. A director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
any statement, vote, decision or failure to act regarding corporate management
or policy except as provided in the FBCA or other applicable state or federal
law governing the Company. If the FBCA is amended after adoption of these Bylaws
and such amendment further eliminates or limits the personal liability of
directors, then the liability of a director of the Company shall be eliminated
or limited to the fullest extent permitted by the FBCA, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders or the
Company shall not adversely affect any right or protection of a director of the
Company existing at the time of such repeal or modification.

                                    ARTICLE X
                                   AMENDMENTS

These Bylaws may be altered, amended or repealed in a manner consistent with the
laws of the State of Florida at any time by a majority of the full Board of
Directors or by a majority of the votes cast by the shareholders of the Company
at any legal meeting. Only the shareholders may alter, amend or repeal a Bylaw
previously adopted by the shareholders.

                                   ARTICLE XI
                                  SEVERABILITY

Each provision of these Bylaws shall be separable from any and all other
provisions of these Bylaws, and if any such provision shall be adjudged to be
invalid or unenforceable, such validity or unenforceability shall not affect any
other provision hereof or the powers granted by the Articles of Incorporation or
these Bylaws.

These Amended and Restated Bylaws have been adopted by the Board of Directors as
the Bylaws of the Company on this 5th day of June, 2002, and shall be effective
as of said date.


                                           By:      /s/ Gilbert J. Pomar, III
                                                    -------------------------
                                                    Gilbert J. Pomar, III
                                                    Chief Executive Officer


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