EXHIBIT 3.2

                       ANSWERTHINK CONSULTING GROUP, INC.

                           AMENDED AND RESTATED BYLAWS

                                     Adopted
                                      as of

                                  April 3, 2000


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                                TABLE OF CONTENTS

                                                                          Page

1.    OFFICES...............................................................1
      1.1.     Registered Office and Agent..................................1
      1.2.     Other Offices................................................1

2.    MEETINGS OF SHAREHOLDERS..............................................1
      2.1.     Place of Meetings............................................1
      2.2.     Annual Meetings..............................................1
      2.3.     Special Meetings.............................................3
      2.4.     Notice of Meetings...........................................4
      2.5.     Waivers of Notice............................................4
      2.6.     List of Shareholders.........................................4
      2.7.     Quorum at Meetings...........................................5
      2.8.     Voting and Proxies...........................................5
      2.9.     Required Vote................................................5
      2.10.    Inspectors...................................................6

3.    DIRECTORS.............................................................7
      3.1.     Powers.......................................................7
      3.2.     Number and Election..........................................7
      3.3.     Meetings.....................................................7
               3.3.1.  Regular Meetings.....................................7
               3.3.2.  Special Meetings.....................................7
               3.3.3.  Telephone Meetings...................................8
               3.3.4.  Action Without Meeting...............................8
               3.3.5.  Waiver of Notice of Meeting..........................8
      3.4.     Quorum and Vote at Meetings..................................8
      3.5.     Committees of Directors......................................9
      3.6.     Compensation of Directors....................................9

4.    OFFICERS..............................................................9
      4.1.     Positions....................................................9
      4.2.     Chairman.....................................................10
      4.3.a.   Chief Executive Officer......................................10
      4.3.b.   President....................................................10
      4.4.     Vice President...............................................10
      4.5.     Secretary....................................................11


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      4.6.     Assistant Secretary..........................................11
      4.7.     Treasurer....................................................11
      4.8.     Assistant Treasurer..........................................11
      4.9.     Term of Office...............................................11
      4.10.    Compensation.................................................12
      4.11.    Fidelity Bonds...............................................12

5.    CAPITAL STOCK.........................................................12
      5.1.     Certificates of Stock; Uncertificated Shares.................12
      5.2.     Lost Certificates............................................12
      5.3.     Record Date..................................................13
               5.3.1.  Actions by Shareholders..............................13
               5.3.2.  Payments.............................................13
      5.4.     Shareholders of Record.......................................14

6.    INDEMNIFICATION; INSURANCE............................................14
      6.1.     Authorization of Indemnification.............................14
      6.2.     Right of Claimant to Bring Action Against the Corporation....15
      6.3.     Non-exclusivity..............................................16
      6.4.     Survival of Indemnification..................................16
      6.5.     Insurance....................................................16

7.    GENERAL PROVISIONS....................................................16
      7.1.     Inspection of Books and Records..............................16
      7.2.     Dividends....................................................17
      7.3.     Reserves.....................................................17
      7.4.     Execution of Instruments.....................................17
      7.5.     Fiscal Year..................................................17
      7.6.     Seal.........................................................17

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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                ANSWERTHINK, INC.

1.       OFFICES

         1.1. Registered Office and Agent

                  The registered office of the Corporation shall be as
designated from time to time by the appropriate filing by the Corporation in the
office of the Secretary of State of the State of Florida.

         1.2. Other Offices

                  The Corporation may also have offices at such other places,
both within and without the State of Florida, as the Board of Directors of the
Corporation (the "Board") may from time to time determine or as the business of
the Corporation may require.

2.       MEETINGS OF SHAREHOLDERS

         2.1. Place of Meetings

                  All meetings of the shareholders shall be held at such place
as may be fixed from time to time by the Board, the Chairman or the President.

         2.2. Annual Meetings

                  (a) The Corporation shall hold annual meetings of
shareholders, commencing with the year 1999, on such date and at such time as
shall be designated from time to time by the Board, the Chairman or the
President. At each annual meeting, the shareholders shall elect by a plurality
vote (as


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provided in Section 2.9 hereof) directors to succeed those whose terms expire at
the time of the annual meeting. The nomination of persons for election to the
Board and the proposal of any other business to be transacted at an annual
meeting may be made only (i) by or at the direction of the Board or (ii) by any
shareholder of record who gives notice in accordance with the procedures set
forth in paragraph (b) of this Section 2.2 and who is a shareholder of record
both on the date of giving such notice and on the record date for the
determination of shareholders entitled to vote at such annual meeting; only
persons thereby nominated shall be eligible to serve as directors and only
business thereby proposed shall be transacted at an annual meeting. The
presiding officer of the annual meeting shall determine whether a nomination or
any proposal of business complies or complied with this Section 2.2.

                  (b) For nominations and other business to be brought properly
before an annual meeting by a shareholder pursuant to clause (ii) of paragraph
(a) of this Section 2.2, the shareholder must deliver notice to the Secretary of
the Corporation at the principal executive offices of the Corporation in
accordance with this Section 2.2(b). The notice must be received by the
Secretary not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, the shareholder must
so deliver the notice not earlier than the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made; provided further,
however, that in the event that the number of directors to be elected to the
Board is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board made by the
Corporation at least 70 days prior to the first anniversary of the preceding
annual meeting, with respect to nominees for any new position created by the
increase, the shareholder must so deliver the notice not later than the close of
business on the tenth day following the day on which such public announcement is
first made. The shareholder's notice must set forth: (i) as to each person whom
the shareholder proposes to nominate for election or reelection as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder (together with such person's written consent to
being named in the proxy statement as a nominee


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and to serving as a director if elected), whether or not the Corporation is then
subject to Section 14(a) and such rules and regulations; (ii) as to any other
business that the shareholder proposes to transact at the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting the business at the meeting and any material interest in
the business of the shareholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, the name and address of the shareholder, as they appear on the
Corporation's books, and of such beneficial owner, the class and number of
shares of the Corporation that are owned beneficially and of record by such
shareholder and such beneficial owner and a representation that the shareholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting. For purposes of this Section 2.2 and Section 2.3
hereof, a "public announcement" means disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable news service, in a
document publicly filed with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act (or their successor provisions), or
in a notice of meeting or proxy statement mailed generally to the Corporation's
shareholders. In giving notice under this Section 2.2, a shareholder must also
comply with state law and the Exchange Act (and the rules and regulations
thereunder). Nothing in this Section 2.2 shall be deemed to affect the rights of
a shareholder to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 (or its successor provision) under the Exchange
Act.

         2.3. Special Meetings

                  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called only by the
Board, the Chairman or the President or by the shareholders as set forth in the
Corporation's Articles of Incorporation (as amended and amended and restated
from time to time, the "Articles of Incorporation"). Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice relating to such meeting (or to the purposes for which the meeting is
called if such notice is waived or is not required as provided in the Florida
Business Corporation Act (the "Florida Business Corporation Act") or these
Bylaws). In the case of a special meeting of shareholders called for the purpose
of electing directors, nominations may be made only (i) by or at the direction
of the Board or (ii) by any shareholder of record who delivers to the Secretary,
no later than the tenth day following the day on which public announcement of


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the special meeting is made, a notice that complies with and is delivered in
accordance with Section 2.2(b) above.

         2.4. Notice of Meetings

                  Written notice of any meeting of shareholders, stating the
place, date and hour of the meeting, and (if it is a special meeting) the
purpose or purposes for which the meeting is called, shall be given to each
shareholder entitled to vote at such meeting not less than ten nor more than 60
days before the date of the meeting (except to the extent that such notice is
waived or is not required as provided in the Florida Business Corporation Act or
these Bylaws). Such notice shall be given in accordance with, and shall be
deemed effective as set forth in, Section 687.084 (or any successor section) of
the Florida Business Corporation Act.

         2.5. Waivers of Notice

                  Whenever the giving of any notice is required by statute, the
Articles of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice (1) of such meeting, except when the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (2) (if it is a special meeting) of
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter at the beginning of the meeting.

         2.6. List of Shareholders

                  After the record date for a meeting of shareholders has been
fixed, at least ten days before such meeting, the officer or other agent of the
Corporation who has charge of the stock ledger of the Corporation shall make a
list of all shareholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place in the city where the meeting is to be held, which
place is to be specified in the notice of the meeting, or at the place where the


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meeting is to be held. Such list shall also, for the duration of the meeting, be
produced and kept open to the examination of any shareholder who is present at
the time and place of the meeting.

         2.7. Quorum at Meetings

                  Shareholders may take action on a matter at a meeting only if
a quorum exists with respect to that matter. Except as otherwise provided by
statute or by the Articles of Incorporation, a quorum shall exist if there are
present in person or represented by proxy the holders of a majority of the
shares entitled to vote at the meeting. Where a separate vote by a class or
classes is required, a majority of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter. Once a share
is represented for any purpose at a meeting (other than solely to object (1) to
holding the meeting or transacting business at the meeting or (2) (if it is a
special meeting) to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice), it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. The holders of a majority of the voting shares represented at
a meeting, whether or not a quorum is present, may adjourn such meeting from
time to time.

         2.8. Voting and Proxies

                  Unless otherwise provided in the Florida Business Corporation
Act or in the Articles of Incorporation, and subject to the other provisions of
these Bylaws, each shareholder shall be entitled to one vote on each matter, in
person or by proxy, for each share of the Corporation's capital stock that has
voting power and that is held by such shareholder. No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed appointment of proxy shall be irrevocable if the
appointment form states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

         2.9. Required Vote

                  When a quorum is present at any meeting of shareholders, all
matters shall be determined, adopted and approved by the affirmative vote (which
need not be by ballot) of the holders of a majority of the shares present


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in person or represented by proxy at the meeting and entitled to vote with
respect to the matter, unless the proposed action is one upon which, by express
provision of statutes or of the Articles of Incorporation, a different vote is
specified and required, in which case such express provision shall govern and
control with respect to that vote on that matter. Where a separate vote by a
class or classes is required, the affirmative vote of the holders of a majority
of the shares of such class or classes present in person or represented by proxy
at the meeting shall be the act of such class. Notwithstanding the foregoing,
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors.

         2.10. Inspectors

                  Prior to any meeting of shareholders, the Board or the
President shall appoint one or more inspectors to act at such meeting and make a
written report thereof and may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at the meeting of shareholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall ascertain the number of shares outstanding and the voting power of each,
determine the shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors and certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons to assist them in the performance
of their duties. The date and time of the opening and closing of the polls for
each matter upon which the shareholders will vote at a meeting shall be
announced at the meeting. No ballot, proxy or vote, nor any revocation thereof
or change thereto, shall be accepted by the inspectors after the closing of the
polls. In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted therewith, any information provided by a shareholder who submits a
proxy by telegram, cablegram or other electronic transmission from which it can
be determined that the proxy was authorized by the shareholder, ballots and the
regular books and records of the Corporation, and they may also consider other
reliable information for the limited purposes of reconciling proxies and ballots


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submitted by or on behalf of banks, brokers, their nominees or similar persons
that represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the shareholder holds of record. If the
inspectors consider other reliable information for such purpose, they shall, at
the time they make their certification, specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.

3.       DIRECTORS

         3.1. Powers

                  The business and affairs of the Corporation shall be managed
by or under the direction of the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Articles of Incorporation or as otherwise may be
provided in the Florida Business Corporation Act.

         3.2. Number and Election

                  Within the limits set forth in the Articles of Incorporation,
the number of directors shall be determined by resolution of the Board. The
directors shall be elected at the annual meeting of the shareholders in
accordance with the Articles of Incorporation. Vacancies on the Board shall be
filled in accordance with the Articles of Incorporation. Once elected or chosen
pursuant to the Articles of Incorporation, a director shall hold office until
the director's successor is elected and qualified or until the director dies,
resigns or is removed; provided, however, that if the Board decreases the number
of directors constituting the Board and designates a particular directorship to
be eliminated due to the decrease, a director in the eliminated directorship
shall cease to hold office after the next election of such directorship, unless
the director is nominated and elected to another directorship on the Board.

         3.3. Meetings

                  3.3.1. Regular Meetings

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

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                  3.3.2. Special Meetings

                  Special meetings of the Board may be called by the Chairman or
President on one day's notice to each director, either personally or by
telephone, express delivery service (so that the scheduled delivery date of the
notice is at least one day in advance of the meeting), telegram or facsimile
transmission, and on five days' notice by mail (effective upon deposit of such
notice in the mail). The notice need not describe the purpose of a special
meeting.

                  3.3.3. Telephone Meetings

                  Members of the Board may participate in a meeting of the Board
by any communication by means of which all participating directors can
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

                  3.3.4. Action Without Meeting

                  Any action required or permitted to be taken at any meeting of
the Board may be taken without a meeting if the action is taken by all members
of the Board. The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and delivered to the
Corporation for inclusion in the minute book.

                  3.3.5. Waiver of Notice of Meeting

                  A director may waive any notice required by statute, the
Articles of Incorporation or these Bylaws before or after the date and time
stated in the notice. Except as set forth below, the waiver must be in writing,
signed by the director entitled to the notice, and delivered to the Corporation
for inclusion in the minute book. Notwithstanding the foregoing, a director's
attendance at or participation in a meeting waives any required notice to the
director of the meeting unless the director at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

         3.4. Quorum and Vote at Meetings

                  At all meetings of the Board, a quorum of the Board consists
of a majority of the total number of directors comprising the full Board as
established pursuant to Section 3.2 of these Bylaws. The vote of a majority of


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the directors present at any meeting at which there is a quorum shall be the act
of the Board, except as may be otherwise specifically provided by statute or by
the Articles of Incorporation or by these Bylaws.

         3.5. Committees of Directors

                  The Board may designate one or more committees, each committee
to consist of two or more directors who serve at the pleasure of the Board. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. If a member of a committee is absent from any meeting, or
disqualified from voting thereat, the remaining member or members present and
not disqualified from voting, whether or not such member or members constitute a
quorum, may, by unanimous vote, appoint another member of the Board to act at
the meeting in the place of such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, and to the
extent permitted by law and the Articles of Incorporation, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers that may require that such seal be
affixed. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep regular minutes of its meetings and report the same to the Board,
when required. Unless otherwise specified in the Board resolution appointing the
Committee, all provisions of the Florida Business Corporation Act and these
Bylaws relating to meetings, action without meetings, notice (and waiver
thereof) and quorum and voting requirements of the Board apply, as well, to such
committees and their members.

         3.6. Compensation of Directors

                  The Board shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

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4.       OFFICERS

         4.1. Positions

                  The officers of the Corporation shall be a Chairman, a Chief
Executive Officer, a President and a Secretary, and such other officers as the
Board (or an officer authorized by the Board) from time to time may appoint,
including a Treasurer, one or more Vice Presidents (any of whom may be
designated Senior Vice President or Executive Vice President), Assistant
Secretaries and Assistant Treasurers. Each such officer shall exercise such
powers and perform such duties as shall be set forth below and such other powers
and duties as from time to time may be specified by the Board or by any
officer(s) authorized by the Board to prescribe the duties of such other
officers. Any number of offices may be held by the same person, except that in
no event shall the President and the Secretary be the same person. Each of the
Chairman, Chief Executive Officer, President and/or any Vice President may
execute bonds, mortgages, contracts and other instruments and documents under
the seal of the Corporation, if required, except where required or permitted by
law to be otherwise executed and except where the execution thereof shall be
expressly delegated by the Board to some other officer or agent of the
Corporation.

         4.2. Chairman

                  The Chairman shall (when present and unless otherwise provided
by resolution of the Board or delegated by the Chairman) preside at all meetings
of the Board and shareholders, and shall ensure that all orders and resolutions
of the Board and shareholders are carried into effect.

         4.3.a. Chief Executive Officer

                  The Chief Executive Officer of the Corporation shall have full
responsibility and authority for management of the operations of the Corporation
and shall have and perform such other duties as may be prescribed by the
shareholders, the Board or the Executive Committee (if any).

         4.3.b. President

                  The President shall report to the Chief Executive Officer and
shall have full authority for management of the services delivery of the
Corporation and shall perform such other duties as may be prescribed by the
Chief Executive Officer.

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         4.4 Vice President

                  In the absence of the President or in the event of the
President's inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
President. Unless the order is otherwise designated, an Executive Vice President
shall come in order before any Senior Vice President and any Vice President, and
a Senior Vice President shall come in order before any Vice President.

         4.5 Secretary

                  The Secretary shall have responsibility for preparation of
minutes of meetings of the Board and of the shareholders and for authenticating
records of the Corporation. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board.
The Secretary or an Assistant Secretary may also attest all instruments signed
by any other officer of the Corporation.

         4.6 Assistant Secretary

                  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the Secretary.

         4.7 Treasurer

                  The Treasurer, if one is appointed, shall have responsibility
for the custody of the corporate funds and securities and shall see to it that
full and accurate accounts of receipts and disbursements are kept in books
belonging to the Corporation. The Treasurer, if one is appointed, shall render
to the Chairman, the President and the Board, upon request, an account of all
financial transactions and of the financial condition of the Corporation.

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         4.8 Assistant Treasurer

                  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer.

         4.9 Term of Office

                  The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Board.

         4.10 Compensation

                  The compensation of officers of the Corporation shall be fixed
by the Board or by any officer(s) authorized by the Board to prescribe the
compensation of such other officers.

         4.11 Fidelity Bonds

                  The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.

5.       CAPITAL STOCK

         5.1. Certificates of Stock; Uncertificated Shares

                  The shares of the Corporation shall be represented by
certificates, provided that the Board may provide by resolution that some or all
of any or all classes or series of the Corporation's stock be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until the certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board, every holder of
stock represented by certificates, and upon request every holder of
uncertificated shares, shall be entitled to have a certificate (representing the
number of shares registered in certificate form) signed in the name of the
Corporation by the Chairman, President or any Vice President, and by the
Treasurer, Secretary or any


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Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

         5.2. Lost Certificates

                  The Board, Chairman, President or Secretary may direct a new
certificate of stock to be issued in place of any certificate theretofore issued
by the Corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming that the certificate
of stock has been lost, stolen or destroyed. When authorizing such issuance of a
new certificate, the Board or any such officer may, as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to advertise
the same in such manner as the Board or such officer shall require and/or to
give the Corporation a bond or indemnity, in such sum or on such terms and
conditions as the Board or such officer may direct, as indemnity against any
claim that may be made against the Corporation on account of the certificate
alleged to have been lost, stolen or destroyed or on account of the issuance of
such new certificate or uncertificated shares.

         5.3. Record Date

                  5.3.1. Actions by Shareholders

                  In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than 60 days nor less than ten days before the date of such
meeting. If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A determination of
shareholders of record entitled to notice of or to vote at a meeting of


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shareholders shall apply to any adjournment of the meeting, unless the Board
fixes a new record date for the adjourned meeting.

                  5.3.2. Payments

                  In order that the Corporation may determine the shareholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the shareholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining shareholders for any such
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.

         5.4. Shareholders of Record

                  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to receive notifications, to vote as such owner and to exercise all
the rights and powers of an owner. The Corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise may be provided by the Florida Business
Corporation Act.

6.       INDEMNIFICATION; INSURANCE

         6.1. Authorization of Indemnification

                  Each person who was or is a party or is threatened to be made
a party to or is involved in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether by or in the right of the Corporation or otherwise (a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, including service with respect to an employee benefit plan,
shall be (and shall be deemed to have a contractual right to be) indemnified and
held harmless by the Corporation (and any successor to the Corporation by merger
or otherwise) to


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the fullest extent authorized by, and subject to the conditions and (except as
provided herein) procedures set forth in the Florida Business Corporation Act,
as the same exists or may hereafter be amended (but any such amendment shall not
be deemed to limit or prohibit the rights of indemnification hereunder for past
acts or omissions of any such person insofar as such amendment limits or
prohibits the indemnification rights that said law permitted the Corporation to
provide prior to such amendment), against all expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA taxes or penalties and
amounts paid or to be paid in settlement) actually and reasonably incurred or
suffered by such person in connection therewith if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe such person's conduct was
unlawful; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person (except for a suit or action pursuant to Section 6.2
hereof) only if such proceeding (or part thereof) was authorized by the Board.
Persons who are not directors or officers of the Corporation and are not so
serving at the request of the Corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the Board. The
indemnification conferred in this Section 6.1 also shall include the right to be
paid by the Corporation (and such successor) the expenses (including attorneys'
fees) incurred in the defense of or other involvement in any such proceeding in
advance of its final disposition; provided, however, that, if and to the extent
the Florida Business Corporation Act requires, the payment of such expenses
(including attorneys' fees) incurred by a director or officer in advance of the
final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so paid in advance if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under this Section
6.1 or otherwise; and provided further, that such expenses incurred by other
employees and agents may be so paid in advance upon such terms and conditions,
if any, as the Board deems appropriate.

         6.2. Right of Claimant to Bring Action Against the Corporation

                  If a claim under Section 6.1 is not paid in full by the
Corporation within 60 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring an action against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such


                                      -15-
<PAGE>

action. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in connection with any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has not met
the standards of conduct that make it permissible under the Florida Business
Corporation Act for the Corporation to indemnify the claimant for the amount
claimed or is otherwise not entitled to indemnification under Section 6.1, but
the burden of proving such defense shall be on the Corporation. The failure of
the Corporation to have made a determination (in the manner provided under the
Florida Business Corporation Act) prior to or after 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
Florida Business Corporation Act shall not be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Unless otherwise specified in an agreement with the claimant, an actual
determination by the Corporation (in the manner provided under the Florida
Business Corporation Act) after the commencement of such action that the
claimant has not met such applicable standard of conduct shall not be a defense
to the action, but shall create a presumption that the claimant has not met the
applicable standard of conduct.

         6.3. Non-exclusivity

                  The rights to indemnification and advance payment of expenses
provided by Section 6.1 hereof shall not be deemed exclusive of any other rights
to which those seeking indemnification and advance payment of expenses may be
entitled under any Bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office.

         6.4. Survival of Indemnification

                  The indemnification and advance payment of expenses and rights
thereto provided by, or granted pursuant to, Section 6.1 hereof shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, partner or agent and shall inure to
the benefit of the personal representatives, heirs, executors and administrators
of such person.

                                      -16-
<PAGE>

         6.5. Insurance

                  The Corporation shall have power 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, partner (limited or general) or agent of
another corporation or of a partnership, joint venture, limited liability
company, trust or other enterprise, against any liability asserted against such
person or incurred by such person in any such capacity, or arising out of such
person's status as such, and related expenses, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of the Florida Business Corporation Act.

7.       GENERAL PROVISIONS

         7.1. Inspection of Books and Records

                  Any shareholder, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its shareholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a shareholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the shareholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of business.

         7.2. Dividends

                  The Board may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation and the
laws of the State of Florida.

         7.3. Reserves

                  The directors of the Corporation may set apart, out of the
funds of the Corporation available for dividends, a reserve or reserves for any
proper purpose and may abolish any such reserve.

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<PAGE>

         7.4. Execution of Instruments

                  All checks, drafts or other orders for the payment of money
and promissory notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board may from time to time
designate.

         7.5. Fiscal Year

                  The fiscal year of the Corporation shall be fixed by
resolution of the Board.

         7.6. Seal

                  The corporate seal shall be in such form as the Board shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                     * * * *

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