EXHIBIT 3.2(b)

                                     BYLAWS

                                       OF

                    ANDEAN ENGINEERING & FINANCE CORPORATION
                              a Florida corporation



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                                      INDEX

                                                                           PAGE
                                                                           ----

                                    ARTICLE I

                                     OFFICES

Section 1.01               PRINCIPAL OFFICE.........................        1

Section 1.02               REGISTERED OFFICE........................        1

Section 1.03               OTHER OFFICES............................        1



                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

Section 2.01  ANNUAL MEETING............................                    1

Section 2.02  SPECIAL MEETINGS..........................                    2

Section 2.03  SHAREHOLDERS' LIST FOR MEETING............                    2

Section 2.04  RECORD DATE...............................                    3

Section 2.05  NOTICE OF MEETINGS AND ADJOURNMENT........                    3

Section 2.06  WAIVER OF NOTICE..........................                    4


                                   ARTICLE III

                               SHAREHOLDER VOTING

Section 3.01  VOTING GROUP DEFINED......................                    5

Section 3.02  QUORUM AND VOTING REQUIREMENTS FOR
               VOTING GROUPS............................                    5

Section 3.03  ACTION BY SINGLE AND MULTIPLE VOTING
               GROUPS...................................                    6

Section 3.04  SHAREHOLDER QUORUM AND VOTING; GREATER
               OR LESSER VOTING REQUIREMENTS............                    5

Section 3.05  VOTING FOR DIRECTORS; CUMULATIVE VOTING...                    6

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Section 3.06  VOTING ENTITLEMENT OF SHARES..............                     7

Section 3.07  PROXIES...................................                     8

Section 3.08  SHARES HELD BY NOMINEES...................                     9

Section 3.09  CORPORATION'S ACCEPTANCE OF VOTES.........                    10

Section 3.10  ACTION BY SHAREHOLDERS WITHOUT MEETING....                    11

Section 3.11  FREQUENCY OF SOLICITATIONS FOR ACTION
              BY SHAREHOLDERS WITHOUT A MEETING.........                    14


                                   ARTICLE IV

                         BOARD OF DIRECTORS AND OFFICERS

Section 4.01  QUALIFICATIONS OF DIRECTORS..............                     15

Section 4.02  NUMBER OF DIRECTORS......................                     15

Section 4.03  TERMS OF DIRECTORS GENERALLY.............                     15

Section 4.04  STAGGERED TERMS FOR DIRECTORS............                     16

Section 4.05  VACANCY ON BOARD.........................                     16

Section 4.06  COMPENSATION OF DIRECTORS................                     16

Section 4.07  MEETINGS.................................                     16

Section 4.08  ACTION BY DIRECTORS WITHOUT A MEETING....                     17

Section 4.09  NOTICE OF MEETINGS.......................                     17

Section 4.10  WAIVER OF NOTICE.........................                     17

Section 4.11  QUORUM AND VOTING........................                     18

Section 4.12  POWERS OF THE DIRECTORS..................                     18

Section 4.13  COMMITTEES...............................                     18

Section 4.14  LOANS TO OFFICERS, DIRECTORS AND
               EMPLOYEES; GUARANTY OF OBLIGATIONS......                     19

Section 4.15  REQUIRED OFFICERS........................                     20

Section 4.16  DUTIES OF OFFICERS.......................                     20

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Section 4.17  RESIGNATION AND REMOVAL OF OFFICERS......                     20

Section 4.18  CONTRACT RIGHTS OF OFFICERS..............                     20

Section 4.19  GENERAL STANDARDS FOR DIRECTORS..........                     21

Section 4.20  DIRECTOR CONFLICTS OF INTEREST...........                     21

Section 4.21  RESIGNATION OF DIRECTORS.................                     22


                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

Section 5.01  DIRECTORS, OFFICERS, EMPLOYEES
               AND AGENTS...............................                    23


                                   ARTICLE VI

                                OFFICE AND AGENT

Section 6.01  REGISTERED OFFICE AND REGISTERED
               AGENT...................................                     28

Section 6.02  CHANGE OF REGISTERED OFFICE OR REGISTERED
               AGENT; RESIGNATION OF REGISTERED AGENT..                     28

                                   ARTICLE VII

                   SHARES, OPTION, DIVIDENDS AND DISTRIBUTIONS

Section 7.01  AUTHORIZED SHARES........................                     29

Section 7.02  TERMS OF CLASS OR SERIES DETERMINED
               BY BOARD OF DIRECTORS...................                     30

Section 7.03  ISSUED AND OUTSTANDING SHARES............                     30

Section 7.04  ISSUANCE OF SHARES.......................                     31

Section 7.05  FORM AND CONTENT OF CERTIFICATES.........                     31

Section 7.06  SHARES WITHOUT CERTIFICATES..............                     32

Section 7.07  RESTRICTION ON TRANSFER OF SHARES
               AND OTHER SECURITIES....................                     33

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Section 7.08  SHAREHOLDER'S PRE-EMPTIVE RIGHTS.........                     33

Section 7.09  CORPORATION'S ACQUISITION OF ITS
               OWN SHARES..............................                     33

Section 7.10  SHARE OPTIONS............................                     33

Section 7.11  TERMS AND CONDITIONS OF STOCK RIGHTS
               AND OPTIONS.............................                     34

Section 7.12  SHARE DIVIDENDS..........................                     34

Section 7.13  DISTRIBUTION TO SHAREHOLDERS.............                     35


                                      ARTICLE VIII

                            AMENDMENT OF ARTICLES AND BYLAWS

Section 8.01  AUTHORITY TO AMEND THE ARTICLES OF
               INCORPORATION...........................                     36

Section 8.02  AMENDMENT BY BOARD OF DIRECTORS..........                     37

Section 8.03  AMENDMENT OF BYLAWS BY BOARD OF
               DIRECTORS...............................                     37

Section 8.04  BYLAW INCREASING QUORUM OR VOTING
               REQUIREMENTS FOR DIRECTORS..............                     37


                                   ARTICLE IX

                               RECORDS AND REPORT

Section 9.01  CORPORATE RECORDS........................                     38

Section 9.02  FINANCIAL STATEMENTS FOR SHAREHOLDERS....                     39

Section 9.03  OTHER REPORTS TO SHAREHOLDERS............                     40

Section 9.04  ANNUAL REPORT FOR DEPARTMENT OF STATE....                     40



                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01 DEFINITION OF THE "ACT"..................                     41

Section 10.02 APPLICATION OF FLORIDA LAW...............                     41

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Section 10.03 FISCAL YEAR..............................                     41

Section 10.04 CONFLICTS WITH ARTICLES OF
               INCORPORATION...........................                     41




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                                    ARTICLE I

                                     OFFICES

Section 1.01. PRINCIPAL OFFICE.

         The principal office of the corporation in the State of Florida shall
be established at such places as the board of directors 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.

         (1) The corporation shall hold a meeting of shareholders annually, for
the election of directors and for the transaction of any proper business, at a
time stated in or fixed in accordance with a resolution of the board of
directors.

         (2) Annual shareholders' meeting may be held in or out of the State of
Florida at a place stated in or fixed in accordance with a resolution by the
board of directors or, when not inconsistent with the board of directors'
resolution stated in the notice of the annual meeting. If no place is stated in
or fixed in accordance with these bylaws, or stated in the notice of the annual
meeting , annual meetings shall be held at the corporation's principal office.

         (3) The failure to hold the annual meeting at the time stated in or
fixed in accordance with these bylaws or pursuant to the Act does not affect the
validity of any corporate action and shall not work a forfeiture of or
dissolution of the corporation.

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Section 2.02. SPECIAL MEETING.

         (1) The corporation shall hold a special meeting of shareholders:

                  (a) On call of a majority of its board of directors or the
person or persons authorized to do so by the board of directors; or

                  (b) By the Chief Executive Officer of the Corporation;

                  (c) If the holders of not less than 10% of all votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the corporation's secretary one or more
written demands for the meeting describing the purpose or purposes for which it
is to be held.

         (2) Special shareholders' meetings may be held in or out of the State
of Florida at a place stated in or fixed in accordance with a resolution of the
board of directors, or, when not inconsistent with the board of directors'
resolution, in the notice of the special meeting. If no place is stated in or
fixed in accordance with these bylaws or in the notice of the special meeting,
special meetings shall be held at the corporation's principal office.

         (3) Only business within the purpose or purposes described in the
special meeting notice may be conducted at a special shareholders' meeting.

Section 2.03. SHAREHOLDERS' LIST FOR MEETING.

         (1) After fixing a record date for a meeting, a corporation entitled to
notice of a shareholders' meeting, in accordance with the Florida Business
Corporation Act (the "Act"), or arranged by voting group, with the address of,
and the number and class and series, if any, of shares held by, each.

         (2) The shareholders' list must be available for inspection by any
shareholder for a period of ten days prior to the meeting or such shorter time
as exists between the record date and the meeting and continuing through the
meeting at the corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. A shareholder or his agent or
attorney is entitled on written demand to inspect the list (subject to the
requirements of Section 607.1602(3) of the Act), during regular business hours
and at his expense, during the period it is available for inspection.

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         (3) The corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.

Section 2.04. RECORD DATE.

         (1) The board of directors may set a record date for purposes of
determining the shareholders entitled to notice of and to vote at a
shareholders' meeting; however, in no event may a record date fixed by the board
of directors be a date preceding the date upon which the resolution fixing the
record date is adopted.

         (2) Unless otherwise fixed by the board of directors, the record date
for determining shareholders entitled to demand a special meeting is the date
the first shareholder delivers his demand to the corporation. In the event that
the board of directors sets the record date for a special meeting of
shareholders, it shall not be a date preceding the date upon which the
corporation receives the first demand from a shareholder requesting a special
meeting.

         (3) If no prior action is required by the board of directors pursuant
to the Act, and, unless otherwise fixed by the board of directors, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the corporation under
Section 607.0704 of the Act. If prior action is required by the board of
directors pursuant to the Act, the record date for determining shareholders
entitled to take action without a meeting is at the close of business on the day
on which the board of directors adopts the resolution taking such prior action.

         (4) Unless otherwise fixed by the board of directors, the record date
for determining shareholders entitled to notice of and to vote at an annual or
special shareholders' meeting is the close of business on the day before the
first notice of such annual or special shareholders' meeting is delivered to
shareholders.

         (5) A record date may not be more than 70 days before the meeting or
action requiring a determination of shareholders.

         (6) A determination of shareholders entitled to notice of or to vote at
a shareholders' meeting is effective for any adjournment of the meeting unless
the board of directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.

Section 2.05. NOTICE OF MEETINGS AND ADJOURNMENT.

         (1) The corporation shall notify shareholders of the date, time and
place of each annual and special shareholders' meeting no 

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fewer than 10 or more than 60 days before the meeting date. Unless the Act
requires otherwise, the corporation is required to give notice only to
shareholders entitled to vote at the meeting. Notice shall be given in the
manner provided in Section 607.0141 of the Act, by or at the direction of the
president, the secretary, of the officer or persons calling the meeting. If the
notice is mailed at least 30 days before the date of the meeting, it may be done
by a class of United States mail other than first class. Notwithstanding Section
607.0141, if mailed, such notice shall be deemed to be delivered when deposited
in the United Statement mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.

         (2) Unless the Act or the articles of incorporation requires otherwise,
notice of an annual meeting need not include a description of the purpose or
purposes for which the meeting is called.

         (3) Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called.

         (4) If an annual or special shareholders meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time or place is announced at the meeting before
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If
a new record date is or must be fixed under Section 607.0707 of the Act,
however, notice of the adjourned meeting must be given under this section to
persons who are shareholders as of the new record date who are entitled to
notice of the meeting.

         (5) Notwithstanding the foregoing, no notice of a shareholders' meeting
need be given if: (a) an annual report and proxy statements for two consecutive
annual meetings o(pound) shareholders, or (b) all, and at least two checks in
payment of dividends or interest on securities during a 12-month period, have
been sent by first-class United States mail, addressed to the shareholder at his
address as it appears on the share transfer books of the corporation, and
returned undeliverable. The obligation of the corporation to give notice of a
shareholders' meeting to any such shareholder shall be reinstated once the
corporation has received a new address for such shareholder for entry on its
share transfer books.

Section 2.06. WAIVER OF NOTICE.

         (1) A shareholder may waive any notice required by the Act, the
articles of incorporation, or bylaws before or after the date and time stated in
the notice. The waiver must be in writing, be signed by the shareholder entitled
to the notice, and be delivered to the corporation for inclusion in the minutes
or filing with the 

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corporate records. Neither the business to be transacted at nor the purpose of
any regular or special meeting of the shareholders need be specified in any
written waiver of notice.

         (2) A shareholder's attendance at a meeting: (a) Waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; or (b) waives objection to 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 when it
is presented.

                                   ARTICLE III

SHAREHOLDER VOTING

Section 3.01. VOTING GROUP DEFINED.

         A "voting group" means all shares of one or more classes or series that
under the articles of incorporation or the Act are entitled to vote and be
counted together collectively on a matter at a meeting of shareholders. All
shares entitled by the articles of incorporation or the Act to vote generally on
the matter are for that purpose a single voting group.

Section 3.02. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS.

         (1) Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the articles of incorporation or the Act provides otherwise,
a majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

         (2) Once a share is represented for any purpose at a meeting, 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 that
adjourned meeting.

         (3) If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Act requires a greater number of affirmative
votes.

Section 3.03. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS.

         (1) If the articles of incorporation or the Act provides for voting by
a single voting group on a matter, action on that matter 

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is taken when voted upon by that voting group as provided in Section 3.02 of
these bylaws.

         (2) If the articles of incorporation or the Act provides for voting by
two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately as provided in
Section 3.02 of these bylaws. Action may be taken by one voting group on a
matter even though no action is taken by another voting group entitled to vote
on the matter.

Section 3.04. SHAREHOLDER QUORUM AND VOTING GREATER OR LESSER VOTING
REQUIREMENTS.

         (1) A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders. When a
specified item of business is required to be voted on by a class or series of
stock, a majority of the shares of such class or series shall constitute a
quorum for the transaction of such item of business by that class or series.

         (2) An amendment to the articles of incorporation that changes the
quorum to a greater or lesser quorum or voting requirement must meet the same
quorum requirement and be adopted by the same vote required to take action under
the quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.

         (3) If a quorum exists, action on a matter, other than the election of
directors, is approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject matter favoring
the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes or voting by classes is required by the Act or the articles of
incorporation.

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

Section 3.05. VOTING FOR DIRECTORS: NO CUMULATIVE VOTING.

         (1) Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

         (2) Each shareholder who is entitled to vote at an election of
directors has the right to vote the number of shares owned by him for as many
persons as there are directors to be elected and for whose election he has a
right to vote. Shareholders do not have a right to cumulate their votes for
directors.

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Section 3.06. VOTING ENTITLEMENT OF SHARES.

         (1) Unless the articles of incorporation or the Act provides otherwise,
each outstanding share, regardless of class, is entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. Only shares are
entitled to vote.

         (2) The shares of a corporation are not entitled to vote if they are
owned, directly or indirectly, by a second corporation, domestic or foreign, and
the first corporation owns, directly or indirectly, a majority of shares
entitled to vote for directors of the second corporation.

         (3) This section does not limit the power of the corporation to vote
any shares, including its own shares, held by it in a fiduciary capacity.

         (4) Redeemable shares are not entitled to vote on any matter, and shall
not be deemed to be outstanding, after notice of redemption is mailed to the
holders thereof and a sum sufficient to redeem such shares has been deposited
with a bank, trust company, or other financial institution upon an irrevocable
obligation to pay the holders the redemption price upon surrender of the shares.

         (5) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the bylaws of the
corporate shareholder may prescribe or, in the absence of any applicable
provision, by such person as the board of directors of the corporate shareholder
may designate. In the absence of any such designation or in case of conflicting
designation by the corporate shareholder, the chairman of the board, the
president, any vice president, the secretary, and the treasurer of the corporate
shareholder, in that order, shall be presumed to be fully authorized to vote
such shares.

         (6) Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name or the name of his nominee.

         (7) 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 without the transfer thereof into his name.

         (8) If a share or shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons have
the same fiduciary 

<PAGE>

relationship respecting the same shares, unless the secretary of the corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting have the following effect:

                  (a) If only one votes, in person or in proxy, his act binds
all;

                  (b) If more than one vote, in person or by proxy, the act of
the majority so voting binds all;

                  (c) If more than one vote, in person or by proxy, but the vote
is evenly split on any particular matter, each faction is entitled to vote the
share or shares in question proportionally;

                  (d) If the instrument or order so filed shows that any such
tenancy is held in unequal interest, a majority or a vote evenly split for
purposes of this subsection shall be a majority or a vote evenly split in
interest;

                  (e) The principles of this subsection shall apply, insofar as
possible, to execution of proxies, waivers, consents, or objections and for the
purpose of ascertaining the presence of a quorum;

                  (f) Subject to Section 3.08 of these bylaws, nothing herein
contained shall prevent trustees or other fiduciaries holding shares registered
in the name of a nominee from causing such shares to be voted by such nominee as
the trustee or other fiduciary may direct. Such nominee may vote shares as
directed by a trustee or their fiduciary without the necessity of transferring
the shares to the name of the trustee or other fiduciary.

Section 3.07. PROXIES.

         (1) A shareholder, other person entitled to vote on behalf of a
shareholder pursuant to Section 3.06 of these bylaws, or attorney in fact may
vote the shareholder's shares in person or by proxy.

         (2) A shareholder may appoint a proxy to vote or otherwise act for him
by signing an appointment form, either personally or by his attorney in fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, is a sufficient appointment form.

         (3) An appointment of a proxy is effective when received by the
secretary or other officer or agent authorized to tabulate votes. An appointment
is valid for up to 11 months unless a longer period is expressly provided in the
appointment form.

<PAGE>

         (4) The death or incapacity of the shareholder appointing a proxy does
not affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

         (5) An appointment of a proxy is revocable by the shareholder unless
the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest. Appointments coupled with an interest
include the appointment of: (a) a pledgee; (b) a person who purchased or agreed
to purchase the shares; (c) a creditor of the corporation who extended credit to
the corporation under terms requiring the appointment; (d) an employee of the
corporation whose employment contract requires the appointment; or (e) a party
to a voting agreement created in accordance with the Act.

         (6) An appointment made irrevocable under this section becomes
revocable when the interest with which it is coupled is extinguished and, in a
case provided for in Subsection 5(c) or 5(d), the proxy becomes revocable three
years after the date of the proxy or at the end of the period, if any, specified
herein, whichever is less, unless the period of irrevocability is renewed from
time to time by the execution of a new irrevocable proxy as provided in this
section. This does not affect the duration of a proxy under subsection (3).

         (7) A transferee for value of shares subject to an irrevocable
appointment may revoke the appointment if he did not know of its existence when
he acquired the shares and the existence of the irrevocable appointment was not
noted conspicuously on the certificate representing the shares or on the
information statement for shares without certificates.

         (8) Subject to Section 3.09 of these bylaws and to any express
limitation on the proxy's authority appearing on the face of the appointment
form, a corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment.

         (9) If an appointment form expressly provides, any proxy holder may
appoint, in writing, a substitute to act in his place.

Section 3.08. SHARES HELD BY NOMINEES.

         (1) The corporation may establish a procedure by which the beneficial
owner of shares that are registered in the name of a nominee is recognized by
the corporation as the shareholder. The extent of this recognition may be
determined in the procedure.

<PAGE>

         (2) The procedure may set forth (a) the types of nominees to which it
applies; (b) the rights or privileges that the corporation recognizes in a
beneficial owner; (c) the manner in which the procedure is selected by the
nominee; (d) the information that must be provided when the procedure is
selected; (e) the period for which selection of the procedure is effective; and
(f) other aspects of the rights and duties created.

Section 3.09. CORPORATION'S ACCEPTANCE OF VOTES.

         (1) If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation if acting in good
faith is entitled to accept the vote, consent waiver, or proxy appointment and
give it effect as the act of the shareholder.

         (2) If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the corporation if acting in
good faith is nevertheless entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder if: (a) the
shareholder is an entity and the name signed purports to be that of an officer
or agent of the entity; (b) the name signed purports to be that of an
administrator, executor, guardian, personal representative, or conservator
representing the shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been presented with respect
to the vote, consent, waiver, or proxy appointment; (c) the name signed purports
to be that of a receiver, trustee in bankruptcy, or assignee for the benefit of
creditors of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with respect to the
vote, consent, waiver, or proxy appointment; (d) the name signed purports to be
that of a pledgee, beneficial owner, or attorney in fact of the shareholder and,
if the corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, or proxy appointment; or (e) two or more
persons are the shareholder as covenants or fiduciaries and the name signed
purports to be the name of at least one of the co-owners and the person signing
appears to be acting on behalf of all the co-owners.

         (3) The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

         (4) The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable 

<PAGE>

in damages to the shareholder for the consequences of the acceptance or
rejection.

         (5) Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

Section 3.10. ACTION BY SHAREHOLDERS WITHOUT MEETING.

         (1) ACTION BY WRITTEN CONSENT. Any action which is required to be or
may be taken at any annual or special meeting of the shareholders of the
corporation may be taken without a meeting, without prior notice and without a
vote, if written consents which set forth the specific corporate action (the
"Corporate Action") to be taken have been signed by the holders of outstanding
shares of common stock which possess not less than the minimum number of votes
necessary to authorize or take such Corporate Action at an annual or special
meeting of shareholders at which all outstanding shares of common stock are
represented and the other requirements contained herein and in the corporation's
articles of incorporation and Florida law are complied with.

         (2) DETERMINATION OF RECORD DATE FOR ACTION BY WRITTEN CONSENT. In
order to inform the corporation's shareholders and the investing public in
advance that a record date for action by written consent will occur and in order
that the corporation may determine the shareholders entitled to consent to
Corporate Action in writing without a meeting, the Board of Directors may fix a
record date for such action, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 10 business days after
the date upon which the resolution fixing such record date is adopted by the
Board of Directors. Any Soliciting Party (as defined herein) who seeks to have
the shareholders authorize or take a Corporate Action by written consent must
advise the corporation by written notice (the "Solicitation Notice") delivered
to the Secretary of the corporation (the "Secretary"), which must be delivered
by certified mail, overnight courier or hand delivery, of the proposed Corporate
Action for which written consents will be sought and request that the Board of
Directors fix a record date. The record date for determining shareholders
entitled to consent to the Corporate Action in writing shall be fixed by the
Board of Directors by resolution within 10 business days after the date of
delivery of the Solicitation Notice. If the Board of Directors does not fix a
record date within the 10 business day-period after the date of delivery of the
Solicitation Notice, and no prior action by the Board of Directors is required
by Florida law, the corporation's articles of incorporation or these bylaws, the
record date shall be the first date on which a valid signed consent setting
forth the Corporate Action is delivered to the corporation in accordance with

<PAGE>

Florida law, the corporation's articles of incorporation and these bylaws. If
the Board of Directors does not fix a record date within the 10 business
day-period after the date of delivery of the Solicitation Notice and prior
action by the Board of Directors is required by Florida law, the corporation's
articles of incorporation or these bylaws, the record date shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

         (3) DURATION AND REVOCATION OF CONSENTS. Consents to a Corporate Action
shall only be valid during the period ending 60 days after the date the first
valid signed consent regarding the proposed Corporate Action is delivered to the
corporation in accordance with Florida law, the corporation's articles of
incorporation and these bylaws. Consents may be revoked by written notice to (i)
the Secretary or (ii) any other officer or agent of the corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded.

         (4) RETENTION AND DUTIES OF INSPECTOR. Within 15 business days after
receipt of a Solicitation Notice, the Secretary shall engage a
nationally-recognized independent inspector of elections (the "Inspector") to
perform a review of any consents and revocations related to such Solicitation
Notice. The Inspector shall review all such consents and revocations, determine
whether the requisite number of valid and unrevoked consents has been obtained
to authorize or take the Corporate Action specified in the consents, and certify
such determination for entry in the records of the corporation. All costs of
retaining the Inspector shall be borne by the party which is soliciting
consents. For the purpose of permitting the Inspector to perform such review, no
action by written consent without a meeting shall be effective until such date
as the Inspector certifies to the corporation that the consents delivered to the
corporation in accordance with this Section 3.10 represent at least the minimum
number of votes that would be necessary to take the Corporate Action by written
consent.

         (5) PROCEDURES FOR COUNTING AND CHALLENGING CONSENTS. All consents and
revocations shall be delivered to the Inspector upon receipt by the corporation
or its other designated agents. When such consents and revocations are received,
the Inspector shall review the consents and revocations and shall maintain a
count of the number of valid and unrevoked consents. As soon as practicable
after the end of the 60-day period provided for in paragraph (c), the Inspector
shall issue a preliminary report to the corporation and the Soliciting Party
stating:

               (a)         The number of valid and unrevoked consents;
               (b)         The number of valid revocations;
               (c)         The number of invalid consents;
               (d)         The number of invalid revocations; and

<PAGE>

               (e)         Based on a preliminary count, whether the requisite
                           number of valid and unrevoked consents has been
                           obtained to authorize or take the Corporate Action
                           specified in the consents.

         Unless the corporation and the Soliciting Party shall agree to a
shorter or longer period, the corporation and the Soliciting Party shall each
have 48 hours to review the consents and revocations and to advise the Inspector
and the other party in writing whether they will challenge any of the
determinations set forth in the Inspector's preliminary report. Any such written
notice must describe with specificity the particular determinations set forth in
the preliminary report that are being challenged. Both the corporation and the
Soliciting Party may challenge any aspect of any of the consents or revocations.
If no written notice of a challenge to the preliminary report is received by the
Inspector within 48 hours after the issuance of the preliminary report, the
preliminary report of the Inspector shall become its final report.

         If the corporation or the Soliciting Party or both deliver timely
written notice of a challenge to the preliminary report, the Inspector shall
hold a meeting as promptly as possible to allow the challenging party or parties
to present its or their challenges to any consents and/or revocations. The
Inspector shall adopt such reasonable procedures to be used at such meeting as
it deems necessary in its sole discretion. Representatives and counsel of the
corporation and the Soliciting Party may be present at such meeting. In such
meeting each challenging party (if there are two) and its counsel will be given
an opportunity to present documentation to support its position. The other party
will be given an opportunity to respond to a challenging party's presentation if
it so desires. A transcript of the meeting shall be recorded by a certified
court reporter and will be available for inspection by all parties. Following
completion of this meeting and a review of its results, the Inspector shall as
promptly as possible issue its final report to the corporation and the
Soliciting Party containing its final determinations plus any changes in the
preliminary totals as a result of any challenges and a certification of whether
the requisite number of valid and unrevoked consents was obtained to authorize
or take the Corporate Action specified in the consents. Nothing contained in
this paragraph shall in any way be construed to suggest or imply that the
corporation or any shareholder shall not be entitled to contest the validity of
any consent or revocation thereof or to take any other action (including,
without limitation, the commencement, prosecution or defense of any litigation
with respect thereto).

         For purposes of determining the identity of the party which is
soliciting written consents, and to ensure that the limitations contained in
this Section are complied with, "Soliciting Party" shall include (x) any person
who directly or indirectly is the beneficial owner (within the meaning of Rule
13d-3 promulgated 

<PAGE>

under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
shares of common stock of the corporation and who delivers a Solicitation Notice
to the corporation or on whose behalf a Solicitation Notice is delivered to the
corporation by the record holder of such shares, (y) any corporation,
partnership or other business entity which such person and/or his affiliates
control (as both terms are defined in Rule 12b-2 promulgated under the Exchange
Act), and (z) any group (within the meaning of Section 13(d)(3) of the Exchange
Act) of which such person is a member.

         (6) NOTICE OF RESULT. Notice of any Corporate Action taken without a
meeting shall be given to those shareholders who have not consented in writing
to such Corporate Action or who were not entitled to vote on the Corporate
Action within five business days after the date on which such Corporate Action
becomes effective.

         (7) AMENDMENT, REPEAL, ALTERATION OR MODIFICATION. This Section 3.10 of
the corporation's bylaws shall not be amended, repealed, altered or modified
until three years after its effective date, except by a vote or consent of
shareholders representing a majority of the then-issued and outstanding shares
entitled to vote thereon; provided, however, that this Section 3.10 of the
corporation's bylaws may be amended, repealed, altered or modified by the Board
of Directors when and to the extent that, in the written opinion of counsel, a
statutory amendment or judicial decision represents a material change in Florida
law relative to the subject matter hereof and the amendment, repeal, alteration
or modification is meant solely to conform with such change of law.

Section 3.11. FREQUENCY OF SOLICITATIONS FOR ACTION BY SHAREHOLDERS WITHOUT A
MEETING.

         Notwithstanding any other provision of these bylaws or Florida law, a
Soliciting Party may only solicit (as such term is defined for purposes of
Section 14(a) of the Exchange Act and the regulations thereunder) written
consents from shareholders for any Corporate Action one time during each fiscal
year of the corporation. The corporation shall not (a) provide a shareholder
list or any other shareholder information to a Soliciting Party, (b) set a
record date pursuant to a Solicitation Notice (and no record date shall be set
in accordance with the next to last sentence of Section 3.10(2) of these
bylaws), or (c) have any obligation to mail any materials for or on behalf of
such Soliciting Party for any consent solicitation made by such Soliciting Party
which has already solicited written consents regarding the same or substantially
similar Corporate Action(s) (as determined by the Board of Directors in its
reasonable discretion) within the corporation's then-current fiscal year;
provided, however, that a Soliciting Party may solicit written consents twice in
such fiscal year if the corporation has not conducted an annual meeting of
shareholders within 16 months prior to the date that the Soliciting Party
delivers its Solicitation Notice for the second 

<PAGE>

consent solicitation. For purposes of this Section 3.11, all parties contained
in the definition of "Soliciting Party" in Section 3.10(5) of these bylaws shall
be considered to be the same Soliciting Party for purposes of determining
whether a consent solicitation can be made during the fiscal year.

                                   ARTICLE IV

                         BOARD OF DIRECTORS AND OFFICERS

Section 4.01. QUALIFICATIONS OF DIRECTORS.

         Directors must be natural persons who are 18 years of age or older but
need not be residents of the State of Florida or shareholders of the
corporation.

Section 4.02. NUMBER OF DIRECTORS.

         (1) The board of directors shall consist of not less than one nor more
than 15 individuals.

         (2) The number of directors may be increased or decreased from time to
time by amendment to these bylaws by a majority of the directors or by a vote of
67% of the shares entitled to vote. If the terms of the directors are staggered
under Section 4.04 of these bylaws, any increase or decrease in the number of
directors shall be allocated proportionately among the classes. Any decrease in
the number of directors shall not prematurely shorten the term of any incumbent
director.

         (3) Directors are elected at the first annual shareholders~ meeting and
at each annual meeting thereafter unless their terms are staggered under Section
4.04 of these bylaws.

Section 4.03. TERMS OF DIRECTORS GENERALLY.

         (1) The terms of the initial directors of the corporation expire at the
first shareholders' meeting at which directors are elected.

         (2) The terms of all other directors expire at the next annual
shareholders' meeting following their election unless their terms are staggered
under Section 4.04 of these bylaws.

         (3) A decrease in the number of directors does not shorten an incumbent
director's term.

         (4) The term of a director elected to fill a vacancy expires at the
next shareholders' meeting at which directors are elected.

<PAGE>

         (5) Despite the expiration of a director's term, the director shall
continue to serve until that director's successor is elected and qualified or
until there is a decrease in the number of directors.

Section 4.04. STAGGERED TERMS FOR DIRECTORS.

         The directors of the corporation may, by the articles of incorporation,
or by amendment to these bylaws adopted by a vote of the directors, be divided
into one, two or three classes with the number of directors in each class being
as nearly equal as possible; the term of office of those of the first class to
expire at the annual meeting next ensuing; of the second class one year
thereafter; at the third class two years thereafter; and at each annual election
held after such classification and election, directors shall be chosen for a
full term, as the case may be, to succeed those whose terms expire. If the
directors have staggered terms, then any increase or decrease in the number of
directors shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible.

Section 4.05. VACANCY ON BOARD.

         (1) Whenever a vacancy occurs on a board of directors, including a
vacancy resulting from an increase in the number of directors, it may be filled
by the affirmative vote of a majority of the remaining directors.

         (2) A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

         (3) A director chosen as a result of this Section 4.06 or Section 4.02
shall hold such office until the next election of the class for which such
director has been chosen and until their successors shall be elected and
qualified.

Section 4.06. COMPENSATION OF DIRECTORS.

         The board of directors may fix the compensation of directors.

Section 4.07. MEETINGS.

         (1) The board of directors may hold regular or special meetings in or
out of the State of Florida.

         (2) A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless the time and place
of the adjourned meeting 

<PAGE>

are announced at the time of the adjournment, to the other directors.

         (3) Meetings of the board of directors may be called by the chairman of
the board or by the president.

         (4) The board of directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
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.

Section 4.08. ACTION BY DIRECTORS WITHOUT A MEETING.

         (1) Action required or permitted by the Act to be taken at a board of
directors' meeting or committee meeting may be taken without a meeting if the
action is taken by all members of the board or of the committee. The action must
be evidenced by one or more written consents describing the action taken and
signed by each director or committee member.

         (2) Action taken under this section is effective when the last director
signs the consent, unless the consent specifies a different effective date.

         (3) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.

Section 4.09. NOTICE OF MEETINGS.

         Regular and special meetings of the board of directors may be held
without notice of the date, time, place, or purpose of the meeting.

Section 4.10. WAIVER OF NOTICE.

         Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a 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.

<PAGE>

Section 4.11. QUORUM AND VOTING.

         (1) A quorum of a board of directors consists of a majority of the
number of directors prescribed by the articles of incorporation or these bylaws.

         (2) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors.

         (3) A director of the corporation who is present at a meeting of the
board of directors or a committee of the board of directors when corporate
action is taken is deemed to have assented to the action taken unless:

                  (a) He objects at the beginning of the meeting (or promptly
upon his arrival) to holding it or transacting specified business at the
meeting; or

                  (b) He votes against or abstains from the action taken.

Section 4.12. POWERS OF THE DIRECTORS. In furtherance, and not in limitation of
the powers conferred to the Directors by statute, the Board of directors is
expressly authorized as follows:

         (1) To make and alter the Bylaws of this corporation.

         (2) To authorize and to cause to be executed mortgages and liens upon
the real and personal property of the corporation.

         (3) To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose, or to abolish any
such reserve in the manner in which it was created.

         (4) From time to time to determine whether and to what extent, at what
time and place, and under what conditions and regulations the accounts and books
of this corporation, or any of them, shall be open to inspection of any
stockholder; and no stockholder shall have any right to inspect any account,
book, or document of this corporation except as conferred by statute or by the
bylaws or as authorized by a resolution of the stockholders or board of
directors.

Section 4.13. COMMITTEES.

         (1) The board of directors, by resolution adopted by a majority of the
full board of directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution and by these bylaws, shall have and may exercise all the
authority of the 

<PAGE>

board of directors, except that no such committee shall have the authority to:

                  (a) Approve or recommend to shareholders actions or proposals
required by the Act to be approved by shareholders.

                  (b) Fill vacancies on the board of directors or any committee
thereof.

                  (c) Adopt, amend, or repeal these bylaws.

                  (d) Authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the board of directors.

                  (e) Authorize or approve the issuance or sale or contract for
the sale of shares, or determine the designation and relative rights,
preferences, and limitations of a voting group except that the board of
directors may authorize a committee (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by the board of
directors.

         (2) The sections of these bylaws which govern meetings, notice and
waiver of notice, and quorum and voting requirements of the board of directors
apply to committees and their members as well.

         (3) Each committee must have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted in
accordance herewith, may designate one or more directors as alternate members of
any such committee who may act in the place and stead of any absent member or
members at any meeting of such committee.

         (4) Neither the designation of any such committee, the delegation
thereto of authority, nor action by such committee pursuant to such authority
shall alone constitute compliance by any member of the board of directors not a
member of the committee in question with his responsibility to act in good
faith, in a manner he 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

Section 4.14. LOANS TO OFFICERS. DIRECTORS, AND EMPLOYEES; GUARANTY OF
OBLIGATIONS.

         The corporation may lend money to, guaranty any obligation of, or
otherwise assist any officer, director, or employee of the corporation or of a
subsidiary, whenever, in the judgment of the board of directors, such loan,
guaranty, or assistance may reasonably be expected to benefit the corporation.
The loan, guaranty, or other assistance may be with or without interest and 

<PAGE>

may be unsecured or secured in such manner as the board of directors shall
approve, including, without limitation, a pledge of shares of stock of the
corporation. Nothing in this section shall be deemed to deny, limit, or restrict
the powers of guaranty or warranty of any corporation at common law or under any
statute. Loans, guaranties, or other types of assistance are subject to section
4.20.

Section 4.15. REQUIRED OFFICERS.

         (1) The corporation shall have such officers as the board of directors
may appoint from time

         (2) A duly appointed officer may appoint one or more assistant
officers.

         (3) The board of directors shall delegate to one of the officers
responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.

         (4) The same individual may simultaneously hold more than one office in
the corporation.

Section 4.16. DUTIES OF OFFICERS.

         Each officer has the authority and shall perform the duties set forth
in a resolution or resolutions of the board of directors or by direction of any
officer authorized by the board of directors to prescribe the duties of other
officers.

Section 4.17. RESIGNATION AND REMOVAL OF OFFICERS.

         (1) An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the effective
date.

         (2) The board of directors may remove any officer at any time with or
without cause. Any assistant officer, if appointed by another officer, may
likewise be removed by the board of directors or by the officer which appointed
him in accordance with these bylaws.

Section 4.18. CONTRACT RIGHTS OF OFFICERS.

         The appointment of an officer does not itself create contract rights.

<PAGE>

Section 4.19. GENERAL STANDARDS FOR DIRECTORS.

         (1) A director shall discharge his duties as a director, including his
duties as a member of a committee:

                  (a)      In good faith;

                  (b) With the care an ordinarily prudent person in a like
position would exercise under similar circumstances; and

                  (c) In a manner he reasonably believes to be in the best
interests of the corporation.

         (2) In discharging his duties, a director is entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, if prepared or presented by:

                  (a) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;

                  (b) Legal counsel, public accountants, or other persons as to
matters the director reasonably believes are within the persons' professional or
expert competence; or

                  (c) A committee of the board of directors of which he is not a
member if the director reasonably believes the committee

         (3) In discharging his duties, a director may consider such factors as
the director deems relevant, including the long-term prospects and interests of
the corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the corporation
or its subsidiaries, the communities and society in which the corporation or its
subsidiaries operate, and the economy of the state and the nation.

         (4) A director is not acting in good faith if he has knowledge
concerning the matter in question that makes reliance otherwise permitted by
subsection (2) unwarranted.

         (5) A director is not liable for any action taken as a director, or any
failure to take any action, if he performed the duties of his office in
compliance with this section.

Section 4.20. DIRECTOR CONFLICTS OF INTEREST.

         No contract or other transaction between a corporation and one or more
interested directors shall be either void or voidable because of such
relationship or interest, because such director or directors are present at the
meeting of the board of directors or 

<PAGE>

a committee thereof which authorizes, approves or ratifies such contract or
transaction, or because his or their votes are counted for such purpose, if:

         (1) The fact of such relationship or interest is disclosed or known to
the board of directors or committee which authorizes, approves or ratifies the
contract or transactions by a vote or consent sufficient for the purpose WITHOUT
counting the votes or consents of such interested directors; -------

         (2) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

         (3) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.

         Common or interested directors may be counted in determining the
presence of a quorum at the meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

         For the purpose of paragraph (2) above, a conflict of interest
transaction is authorized, approved or ratified if it receives the vote of a
majority of the shares entitled to be counted under this subsection. Shares
owned by or voted under the control of a director who has a relationship or
interest in the conflict of interest transaction may not be counted in a vote of
shareholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under paragraph (2). The vote of those shares, however, is
counted in determining whether the transaction is approved under other sections
of the Act. A majority of the shares, whether or not present, that are entitled
to be counted in a vote on the transaction under this subsection constitutes a
quorum for the purpose of taking action under this section.

Section 4.21. RESIGNATION OF DIRECTORS.

         A director may resign at any time by delivering written notice to the
board of directors or its chairman or to the corporation.

         A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date.

<PAGE>

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

Section 5.01. DIRECTORS. OFFICERS. EMPLOYEES AND AGENTS.

         (1) The corporation shall indemnify any director or executive officer
who was or is a party to any proceeding (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 executive officer of the corporation against liability incurred in connection
with such proceeding, including any appeal thereof, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the director or executive officer did not act in good faith and
in a manner which he reasonably believed to be in, or not opposed to, the best
interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) The corporation shall have power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was an 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 incurred in connection
with such proceeding, including any appeal thereof, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         (3) The corporation shall indemnify any person, who was or is a party
to any proceeding 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 or executive
officer of the corporation, against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated expense of
litigating the proceeding to conclusion, actually and reasonably 

<PAGE>

incurred in connection with the defense or settlement of such proceeding,
including any appeal thereof. Such indemnification shall be authorized if such
director or executive officer 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 under this subsection in respect of
any claim, issue, or matter as to which such director or executive officer 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 director or
executive officer is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

         (4) The corporation shall have power to indemnify any person, who was
or is a party to any proceeding 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 an 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 and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, 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 under this subsection 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.

         (5) 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
proceeding referred to in subsections (1) or (2), or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

         (6) Any indemnification under subsections (1), (2), (3) and (4) unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has 

<PAGE>

met the applicable standard of conduct set forth in subsections (1) or (2), (3)
and (4). Such determination shall be made:

                  (a) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such proceeding;

                  (b) If such a quorum is not obtainable or, even if obtainable,
by majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;

                  (c)      By independent legal counsel:

                           (1) Selected by the board of directors prescribed in
paragraph (a) or the committee prescribed in paragraph (b); or

                           (2) If a quorum of the directors cannot be obtained
for paragraph (a) and the committee cannot be designed under paragraph (b),
selected by majority vote of the full board of directors (in which directors who
are parties may participate); or

                  (d) By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such proceeding or, if no
such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.

         (7) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (6)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (8) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is ultimately found not to
be entitled to indemnification by the corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

         (9) The indemnification and advancement of expenses provided pursuant
to this section are not exclusive, and the corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

<PAGE>


However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                  (a) A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;

                  (b) A transaction from which the director, officer, employee,
or agent derived an improper personal benefit;

                  (c) In the case of a director, a circumstance under which the
liability provisions of Section 607.0834 under the Act are applicable; or

                  (d) Willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

         (10) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, 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, unless otherwise provided when authorized or ratified.

         (11) Notwithstanding the failure of the corporation to provide
indemnification, and despite any contrary determination of the board or of the
shareholders in the specific case, a director, officer, employee, or agent of
the corporation who is or was a party to a proceeding may apply for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice that it
considers necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification or
advancement of expenses, if it determines that:

                  (a) The director, officer, employee, or agent is entitled to
mandatory indemnification under subsection (5), in which case the court shall
also order the corporation to pay that person reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

                  (b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by 

<PAGE>

virtue of the exercise by the corporation of its power pursuant to subsection
(9); or

                  (c) The director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in subsection (1), subsection (2), subsection
(3), subsection (4) or subsection (9).

         (12) For purposes of this section, the term "corporation~ includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

         (13) For purposes of this section:

                  (a) The term "other enterprises" includes employee benefit
plans;

                  (b) The term "expenses" includes counsel fees, including those
for appeal;

                  (c) The term "liability" includes obligations to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to any employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding;

                  (d) The term "proceeding" includes any threatened, pending, or
completed action, suit or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;

                  (e) The term "agent" includes a volunteer;

                  (f) The term "serving at the request of the corporation~
includes any service as a director, officer, employee, or agent of the
corporation that imposes duties on such persons, including duties relating to an
employee benefit plan and its participants or beneficiaries; and

                  (g) The term "not opposed to the best interest of the
corporation describes the actions of a person who acts in good faith and in a
manner he reasonably believes to be in the best 

<PAGE>

interests of the participants and beneficiaries of an employee benefit plan.

         (14) 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, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.

                                   ARTICLE VI

                                OFFICE AND AGENT

Section 6.01. REGISTERED OFFICE AND REGISTERED AGENT.

         (1) The corporation shall have and continuously maintain in the State
of Florida:

                  (a) A registered office which may be the same as its place of
business; and

                  (b) A registered agent, who, may be either:

                           (1) An individual who resides in the State of Florida
whose business office is identical with such registered office; or

                           (2) Another corporation or not-for-profit corporation
as defined in Chapter 617 of the Act, authorized to transact business or conduct
its affairs in the State of Florida, having a business office identical with the
registered office; or

                           (3) A foreign corporation or not-for-profit foreign
corporation authorized pursuant to Chapter 607 or Chapter 617 of the Act to
transact business or conduct its affairs in the State of Florida, having a
business office identical with the registered office.

Section 6.02. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT: RESIGNATION OF
REGISTERED AGENT.

         (1) The corporation may change its registered office or its registered
agent upon filing with the Department of State of the State of Florida a
statement of change setting forth:

                  (a) The name of the corporation;

<PAGE>

                  (b) The street address of its current registered office;

                  (c) If the current registered office is to be changed, the
street address of the new registered office;

                  (d) The name of its current registered agent;

                  (e) If its current registered agent is to be changed, the name
of the new registered agent and the new agent's written consent (either on the
statement or attached to it) to the appointment;

                  (f) That the street address of its registered office and the
street address of the business office of its registered agent, as changed, will
be identical;

                  (g) That such change was authorized by resolution duly adopted
by its board of directors or by an officer of the corporation so authorized by
the board of directors.


                                   ARTICLE VII

                  SHARES, OPTIONS, DIVIDENDS AND DISTRIBUTIONS

Section 7.01. AUTHORIZED SHARES.

         (1) The articles of incorporation prescribe the classes of shares and
the number of shares of each class that the corporation is authorized to issue,
as well as a distinguishing designation for each class, and prior to the
issuance of shares of a class the preferences, limitations, and relative rights
of that class must be described in the articles of incorporation.

         (2) The articles of incorporation must authorize:

                  (a) One or more classes of shares that together have unlimited
voting rights, and

                  (b) One or more classes of shares (which may be the same class
or classes as those with voting rights) that together are entitled to receive
the net assets of the corporation upon dissolution.

         (3) The articles of incorporation may authorize one or more classes of
shares that have special, conditional, or limited voting rights, or no rights,
or no right to vote, except to the extent prohibited by the Act;

                  (a) Are redeemable or convertible as specified in the articles
of incorporation;

<PAGE>

                  (b) Entitle the holders to distributions calculated in any
manner, including dividends that may be cumulative, noncumulative, or partially
cumulative;

                  (c) Have preference over any other class of shares with
respect to distributions, including dividends and distributions upon the
dissolution of the corporation.

         (4) Shares which are entitled to preference in the distribution of
dividends or assets shall not be designated as common shares. Shares which are
not entitled to preference in the distribution of dividends or assets shall be
common shares and shall not be designated as preferred shares.

Section 7.02. TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.

         (1) If the articles of incorporation so provide, the board of directors
may determine, in whole or part, the preferences, limitations, and relative
rights (within the limits set forth in Section 7.01) of:

                  (a) Any class of shares before the issuance of any shares of
that class, or

                  (b) One or more series within a class before the issuance of
any shares of that series.

         (2) Each series of a class must be given a distinguishing designation.

         (3) All shares of a series must have preferences, limitations, and
relative rights identical with those of other shares of the same series and,
except to the extent otherwise provided in the description of the series, of
those of other series of the same class.

         (4) Before issuing any shares of a class or series created under this
section, the corporation must deliver to the Department of State of the State of
Florida for filing articles of amendment, which are effective without
shareholder action, in accordance with Section 607.0602 of the Act.

Section 7.03. ISSUED AND OUTSTANDING SHARES.

         (1) A corporation may issue the number of shares of each class or
series authorized by the articles of incorporation. Shares that are issued are
outstanding shares until they are reacquired, redeemed, converted, or canceled.

<PAGE>

         (2) The reacquisition, redemption, or conversion of outstanding shares
is subject to the limitations of subsection (3) and to Section 607.06401 of the
Act.

         (3) At all times that shares of the corporation are outstanding, one or
more shares that together have unlimited voting rights and one or more shares
that together are entitled to receive the net assets of the corporation upon
dissolution must be outstanding.

Section 7.04. ISSUANCE OF SHARES.

         (1) The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
corporation.

         (2) Before the corporation issues shares, the board of directors must
determine that the consideration received or to be received for shares to be
issued is adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid, and non-assessable. When it
cannot be determined that outstanding shares are fully paid and non-assessable,
there shall be a conclusive presumption that such shares are fully paid and
non-assessable if the board of directors makes a good faith determination that
there is no substantial evidence that the full consideration for such shares has
not been paid.

         (3) When the corporation receives the consideration for which the board
of directors authorized the issuance of shares, the shares issued therefor are
fully paid and non-assessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.

         (4) The corporation may place in escrow shares issued for a contract
for future services or benefits or a promissory note, or make other arrangements
to restrict the transfer of the shares, and may credit distributions in respect
of the shares against their purchase price, until the services are performed,
the note is paid, or the benefits received. If the services are not performed,
the shares escrowed or restricted and the distributions credited may be canceled
in whole or part.

Section 7.05. FORM AND CONTENT OF CERTIFICATES.

         (1) Shares may but need not be represented by certificates. Unless the
Act or another statute expressly provides otherwise, the 

<PAGE>

rights and obligations of shareholders are identical whether or not their shares
are represented by certificates.

         (2) At a minimum, each share certificate must state on its face:

                  (a) The name of the issuing corporation and that the
corporation is organized under the laws of the State of Florida;

                  (b) The name of the person to whom issued; and

                  (c) The number and class of shares and the designation of the
series, if any, the certificate represents.

         (3) If the shares being issued are of different classes of shares or
different series within a class, the designations, relative rights, preferences,
and limitations applicable to each class and the variations in rights,
preferences, and limitations determined for each series (and the authority of
the board of directors to determine variations for future series) must be
summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder a full statement of this information on request and
without charge.

         (4) Each share certificate:

                  (a) Must be signed (either manually or in facsimile) by an
officer or officers designated by the board of directors, and

                  (b) May bear the corporate seal or its facsimile.

         (5) If the person who signed (either manually or in facsimile) a share
certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.

         (6) Nothing in this section may be construed to invalidate any share
certificate validly issued and outstanding under the Act on July 1, 1990.

Section 7.06. SHARES WITHOUT CERTIFICATES.

         (1) The board of directors of the corporation may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

         (2) Within a reasonable time after the issue or transfer of shares
without certificates, the corporation shall send the shareholder a written
statement of the information required on certificates by the Act.

<PAGE>

Section 7.07. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.

         (1) The articles of incorporation, these bylaws, an agreement among
shareholders, or an agreement between shareholders and the corporation may
impose restrictions on the transfer or registration of transfer of shares of the
corporation. A restriction does not affect shares issued before the restriction
was adopted unless the holders of such shares are parties to the restriction
agreement or voted in favor of the restriction.

         (2) A restriction on the transfer or registration of transfer of shares
is valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section, and effected in compliance with the
provisions of the Act, including having a proper purpose as referred to in the
Act.

Section 7.08. SHAREHOLDER'S PRE-EMPTIVE RIGHTS.

         The shareholders of the corporation do not have a pre-emptive right to
acquire the corporation's unissued shares.

Section 7.09. CORPORATION'S ACQUISITION OF ITS OWN SHARES.

         (1) The corporation may acquire its own shares, and, unless otherwise
provided in the articles of incorporation or except as provided in subsection
(4), shares so acquired constitute authorized but unissued shares of the same
class but undesignated as to series.

         (2) If the articles of incorporation prohibit the reissue of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired, effective upon amendment of the articles of incorporation.

         (3) Articles of amendment may be adopted by the board of directors
without shareholder action, shall be delivered to the Department of State of the
State of Florida for filing, and shall set forth the information required by
Section 607.0631 of the Act.

         (4) Shares of the corporation in existence on June 30, 1990, which are
treasury shares under Section 607.004(18), Florida Statutes (1987), shall be
issued, but not outstanding, until canceled or disposed of by the corporation.

Section 7.10. SHARE OPTIONS.

         (1) Unless the articles of incorporation provide otherwise, the
corporation may issue rights, options, or warrants for the purchase of shares of
the corporation. The board of directors shall determine the terms upon which the
rights, options, or warrants are 

<PAGE>

issued, their form and content, and the consideration for which the shares are
to be issued.

         (2) The terms and conditions of stock rights and options which are
created and issued by the corporation, or its successor, and which entitle the
holders thereof to purchase from the corporation shares of any class or classes,
whether authorized by unissued shares, treasury shares, or shares to be
purchased or acquired by the corporation, may include, without limitation,
restrictions, or conditions that preclude or limit the exercise, transfer,
receipt, or holding of such rights or options by any person or persons,
including any person or persons owning or offering to acquire a specified number
or percentage of the outstanding common shares or other securities of the
corporation, or any transferee or transferees of any such person or persons, or
that invalidate or void such rights or options held by any such person or
persons or any such transferee or transferees.

Section 7.11. TERMS AND CONDITIONS OF STOCK RIGHTS AND OPTIONS.

         The terms and conditions of the stock rights and options which are
created and issued by the corporation [or its successor], and which entitle the
holders thereof to purchase from the corporation shares of any class or classes,
whether authorized but unissued shares, treasury shares, or shares to be
purchased or acquired by the corporation, may include, without limitation,
restrictions or conditions that preclude or limit the exercise, transfer,
receipt or holding of such rights or options by any person or persons, including
any person or persons owning or offering to acquire a specified number or
percentage of the outstanding common shares or other securities of the
corporation, or any transferee or transferees of any such person or persons, or
that invalidate or void such rights or options held by any such person or
persons or any such transferee or transferees.

Section 7.12. SHARE DIVIDENDS.

         (1) Shares may be issued pro rata and without consideration to the
corporation's shareholders or to the shareholders of one or more classes or
series. An issuance of shares under this subsection is a share dividend.

         (2) Shares of one class or series may not be issued as a share dividend
in respect of shares of another class or series unless:

                  (a) The articles of incorporation so authorize,

                  (b) A majority of the votes entitled to be cast by the class
or series to be issued approves the issue, or

<PAGE>

                  (c) There are no outstanding shares of the class or series to
be issued.

         (3) If the board of directors does not fix the record date for
determining shareholders entitled to a share dividend, it is the date of the
board of directors authorizes the share dividend.

Section 7.13. DISTRIBUTIONS TO SHAREHOLDERS.

         (1) The board of directors may authorize and the corporation may make
distributions to its shareholders subject to restriction by the articles of
incorporation and the limitations in subsection (3).

         (2) If the board of directors does not fix the record date for
determining shareholders entitled to a distribution (other than one involving a
purchase, redemption, or other acquisition of the corporation's shares), it is
the date the board of directors authorizes the distribution.

         (3) No distribution may be made if, after giving it effect:

                  (a) The corporation would not be able to pay its debts as they
become due in the usual course of business; or

                  (b) The corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation permit
otherwise) the amount that would be needed, if the corporation were to be
dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
receiving the distribution.

         (4) The board of directors may base a determination that a distribution
is not prohibited under subsection (3) either on financial statements prepared
on the basis of accounting practices and principles that are reasonable in the
circumstances or on a fair valuation or other method that is reasonable in the
circumstances. In the case of any distribution based upon such a valuation, each
such distribution shall be identified as a distribution based upon a current
valuation of assets, and the amount per share paid on the basis of such
valuation shall be disclosed to the shareholders concurrent with their receipt
of the distribution.

         (5) Except as provided in subsection (7), the effect of a distribution
under subsection (3) is measured;

                  (a) In the case of distribution by purchase, redemption, or
other acquisition of the corporation's shares, as of the earlier of:

<PAGE>

                           1. The date money or other property is transferred or
debt incurred by the corporation, or

                           2. The date the shareholder ceases to be a
shareholder with respect to the acquired shares;

                  (b) In the case of any other distribution of indebtedness, as
of the date the indebtedness is distributed;

                  (c) In all other cases, as of:

                           1. The date the distribution is authorized if the
payment occurs within 120 days after the date of authorization, or

                           2. The date the payment is made if it occurs more
than 120 days after the date of authorization.

         (6) A corporation's indebtedness to a shareholder incurred by reason of
a distribution made in accordance with this section is at parity with the
corporation's indebtedness to its general, unsecured creditors except to the
extent subordinated by agreement.

         (7) Indebtedness of the corporation, including indebtedness issued as a
distribution, is not considered a liability for purposes of determinations under
subsection (3) if its terms provide that payment of principal and interest are
made only if and to the extent that payment of a distribution to shareholders
could then be made under this section. If the indebtedness is issued as a
distribution, each payment of principal or interest is treated as a
distribution, the effect of which is measured on the date the payment is
actually made.

                                  ARTICLE VIII

                        AMENDMENT OF ARTICLES AND BYLAWS

Section 8.01. AUTHORITY TO AMEND THE ARTICLES OF INCORPORATION.

         (1) The corporation may amend its articles of incorporation at any time
to add or change a provision that is required or permitted in the articles of
incorporation or to delete a provision not required in the articles of
incorporation. Whether a provision is required or permitted in the articles of
incorporation is determined as of the effective date of the amendment.

         (2) A shareholder of the corporation does not have a vested property
right resulting from any provision in the articles of incorporation, including
provisions relating to management, control, capital structure, dividend
entitlement, or purpose or duration of the corporation.

<PAGE>

Section 8.02. AMENDMENT BY BOARD OF DIRECTORS.

         The corporation's board of directors may adopt one or more amendments
to the corporation's articles of incorporation without shareholder action:

         (1) To extend the duration of the corporation if it was incorporated at
a time when limited duration was required by law;

         (2) To delete the names and addresses of the initial directors;

         (3) To delete the name and address of the initial registered agent or
registered office, if a statement of change is on file with the Department of
State of the State of Florida;

         (4) To delete any other information contained in the articles of
incorporation that is solely of historical interest;

         (5) To change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares if the corporation has
only shares of that class outstanding;

         (6) To delete the authorization for a class or series of shares
authorized pursuant to Section 607.0602 of the Act, if no shares of such class
or series have been issued;

         (7) To change the corporate name by substituting the word
"corporation," "incorporated," or "company," or the abbreviation "corp.," Inc.,"
or Co.," for a similar word or abbreviation in the name, or by adding, deleting,
or changing a geographical attribution for the name; or

         (8) To make any other change expressly permitted by the Act to be made
without shareholder action.

Section 8.03. AMENDMENT OF BYLAWS BY BOARD OF DIRECTORS.

         The corporation's board of directors may amend or repeal the
corporation's bylaws unless the Act reserves the power to amend a particular
bylaw provision exclusively to the shareholders.

Section 8.04. BYLAW INCREASING QUORUM OR VOTING REQUIREMENTS FOR DIRECTORS.

         (1) A bylaw that fixes a greater quorum or voting requirement for the
board of directors may be amended or repealed:

                  (a) If originally adopted by the shareholders, only by the
shareholders;

<PAGE>

                  (b) If originally adopted by the board of directors, either by
the shareholders or by the board of directors.

         (2) A bylaw adopted or amended by the shareholders that fixes a greater
quorum or voting requirement for the board of directors may provide that it may
be amended or repealed only by a specified vote of either the shareholders or
the board of directors.

         (3) Action by the board of directors under paragraph (l)(b) to adopt or
amend a bylaw that changes the quorum or voting requirement for the board of
directors must meet the same quorum requirement and be adopted by the same vote
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.


                                   ARTICLE IX

                               RECORDS AND REPORTS

Section 9.01. CORPORATE RECORDS.

         (1) The corporation shall keep as permanent records minutes of all
meetings of its shareholders and board of directors, a record of all actions
taken by the shareholders or board of directors without a meeting, and a record
of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation.

         (2) The corporation shall maintain accurate accounting records.

         (3) The corporation or its agent shall maintain a record of its
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and series of shares held by each.

         (4) The corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.

         (5) The corporation shall keep a copy of the following records:

                  (a) Its articles or restated articles of incorporation and all
amendments to them currently in effect;

                  (b) Its bylaws or restated bylaws and all amendments to them
currently in effect;

<PAGE>

                  (c) Resolutions adopted by the board of directors creating one
or more classes or series of shares and finding their relative rights,
preferences, and limitations, if shares issued pursuant to those resolutions are
outstanding;

                  (d) The minutes of all shareholders' meetings and records of
all action taken by shareholders without a meeting for the past three years;

                  (e) Written communications to all shareholders generally or
all shareholders of a class or series within the past three years, including the
financial statements furnished for the past three years;

                  (f) A list of the names and business street addresses of its
current directors and off

                  (g) Its most recent annual report delivered to the Department
of State of the State of Florida.

Section 9.02. FINANCIAL STATEMENTS FOR SHAREHOLDERS.

         (1) Unless modified by resolution of the shareholders within 120 days
of the close of each fiscal year, the corporation shall furnish its shareholders
annual financial statements which may be consolidated or combined statements of
the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flows for that year. If financial
statements are prepared for the corporation on the basis of generally-accepted
accounting principles, the annual financial statements must also be prepared on
that basis.

         (2) If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

                  (a) Stating his reasonable belief whether the statements were
prepared on the basis of generally-accepted accounting principles and, if not,
describing the basis of preparation; and

                  (b) Describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.

         (3) The corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the corporation
to prepare its financial statements, if for reasons beyond the corporation's
control, it is unable to prepare its financial statements within 

<PAGE>

the prescribed period. Thereafter, on written request from a shareholder who was
not mailed the statements, the corporation shall mail him the latest annual
financial statements.

Section 9.03. OTHER REPORTS TO SHAREHOLDERS.

         (1) If the corporation indemnifies or advances expenses to any
director, officer, employee or agent otherwise than by court order or action by
the shareholders or by an insurance carrier pursuant to insurance maintained by
the corporation, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting, or prior to such meeting if the indemnification or advance occurs after
the giving of such notice but prior to the time such meeting is held, which
report shall include a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation.

         (2) If the corporation issues or authorizes the issuance of shares for
promises to render services in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting.

Section 9.04. ANNUAL REPORT FOR DEPARTMENT OF STATE.

         (1) The corporation shall deliver to the Department of State of the
State of Florida for filing a sworn annual report on such forms as the
Department of State of the State of Florida prescribes that sets forth the
information prescribed by section 607.1622 of the Act.

         (2) Proof to the satisfaction of the Department of State of the State
of Florida on or before July 1 of each calendar year that such report was
deposited in the United States mail in a sealed envelope, properly addressed
with postage prepaid, shall be deemed in compliance with this requirement.

         (3) Each report shall be executed by the corporation by an officer or
director or, if the corporation is in the hands of a receiver or trustee, shall
be executed on behalf of the corporation by such receiver or trustee, and the
signing thereof shall have the same legal effect as if made under oath, without
the necessity of appending such oath thereto.

         (4) Information in the annual report must be current as of the date the
annual report is executed on behalf of the corporation.

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         (5) Any corporation failing to file an annual report which complies
with the requirements of this section shall not be permitted to maintain or
defend any action in any court of this state until such report is filed and all
fees and taxes due under the Act are paid and shall be subject to dissolution or
cancellation of its certificate of authority to do business as provided in the
Act.


                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01. DEFINITION OF THE "ACT."

         All references contained herein to the "Act" or to sections of the
"Act" shall be deemed to be in reference to the Florida Business Corporation
Act.

Section 10.02. APPLICATION OF FLORIDA LAW.

         Whenever any provision of these bylaws is inconsistent with any
provision of the Florida Business Corporation Act, Statutes 607, as they may be
amended from time to time, then in such instance Florida law shall prevail.

Section 10.03. FISCAL YEAR.

         The fiscal year of the corporation shall be determined by resolution of
the board of directors.

Section 10.04. CONFLICTS WITH ARTICLES OF INCORPORATION.

         In the event that any provision contained in these bylaws conflicts
with any provision of the corporation's articles of incorporation, as amended
from time to time, the provisions of the articles of incorporation shall prevail
and be given full force and effect, to the full extent permissible under the
Act.

Section 10.05. PARTIAL INVALIDITY.

         If any provision of these bylaws shall, for any reason, be held by a
court of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of these bylaws, and these bylaws shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.