BY-LAWSOFGLOBALNETCARE, INC.

ARTICLE I

**Meetings of Stockholders**

        **Section 1. Annual Meeting**.The annual meeting of theshareholders of the corporation, for the election of directors and for thetransaction of other business, shall be held each year at the principal officeof the corporation or at such other place within or without the State of Floridaas the board of directors shall determine. If that day be a legal holiday in anyyear, the meeting shall be held at the same hour and place on the next dayfollowing that is not a legal holiday.
        **Section 2. Special Meetings**.Special meetings of the shareholders maybe called by the board ofdirectors, by the holders of not less than one-tenth of all the shares entitledto vote at the meeting, and shall be called by the Chairman of the Board or thePresident or the Secretary or an Assistant Secretary at the request in writingof one third of the members of the board of directors. Such request shall statethe purpose or purposes for which the meeting is to be called. Each specialmeeting of the shareholders shall be held at such time as the person calling themeeting shall determine and the notice of the meeting shall specify, and shallbe held at the principal office of the corporation or at such other place withinor without the State of Florida as the board of directors shall determine andthe notice of the meeting shall specify.
        **Section 3. Notice of Meetings**.Written notice of each meeting ofshareholders shall begiven, personally, by telephone, telecopy or other form of electroniccommunication, or by mail, not less than ten (10) nor more than sixty (60) daysbefore the date of the meeting, to each shareholder entitled to vote at suchmeeting by or at the direction of the Chairman of the Board, the President, theSecretary or the officer or persons calling the meeting. If mailed, such noticeshall be deposited in the United States mail, with first-class postage thereonprepaid, directed to the shareholder at his or her address as it appears on thestock transfer books of the corporation, or, if he or she shall have filed withthe Secretary of the corporation a written request that notices to him or her bemailed to some other address, then directed to him or her at such other address.If the notice is mailed at least thirty (30) days before the date of themeeting, it may be done by a class of United States mail other than first class.The notice shall state the place, day and hour of the meeting and, in the caseof a special meeting, the purpose or purposes for which the meeting is called.The notice need not refer to the approval of minutes or to other mattersnormally incident to the conduct of the meeting. Except for such matters, thebusiness which may be transacted at a special meeting shall be confined tobusiness which is related to the purpose or purposes set forth in the notice.If, at any meeting, action is proposed to be taken which would, if taken,entitle dissenting shareholders to receive payment for their shares, the noticeof such meeting shall include a statement of that purpose and to that effect.
        **Section 4.  Waiver of Notice of Meetings of Shareholders.**Whenever any notice isrequired to be given to any shareholder of a corporation under the provisions ofthe law or under the provisions of the articles of incorporation or theseby-laws, a waiver thereof in writing signed by the person or persons entitled tosuch notice, whether before or after the time stated therein, shall beequivalent to the giving of such notice. Attendance of a person at a meetingshall constitute a waiver of notice of such meeting, except when the personattends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at, nor the purposeof, any regular or special meeting of the shareholders need be specified in anywritten waiver of notice.
        **Section 5.  Procedure.**At each meeting ofshareholders the order of business and all other matters of procedure may bedetermined by the person presiding at the meeting. 

        **Section 6. List of Shareholders.** If the corporation has more thanfive shareholders, theofficer or agent having charge of the stock transfer books for shares of thecorporation shall make at least ten (10) days before each meeting ofshareholders, a complete list of the shareholders entitled to vote at suchmeeting or any adjournment thereof, with the address of, and the number andclass and series, if any, held by each. Such list shall be kept on file at theregistered office of the corporation, at the principal place of business of thecorporation or at the office of the transfer agent or registrar of thecorporation for a period of ten (10) days prior to such meeting and shall besubject to inspection by any shareholder at any time during usual businesshours. Such list shall also be produced and kept open at the time and place ofthe meeting and shall be subject to the inspection of any shareholder at anytime during the meeting.
        **Section 7.  Quorum and Voting.**At each meeting of shareholders for thetransaction of anybusiness, a quorum shall be present to organize such meeting. Except asotherwise provided for in the articles of incorporation or by law, a quorumshall consist of the holders of record of not less than a majority of theoutstanding shares of the corporation entitled to vote at such meeting, presenteither in person or by proxy. If a quorum is present, the affirmative vote of amajority of the shares represented at the meeting and entitled to vote on thesubject matter shall be the act of the shareholders, unless the vote of agreater number or voting by class is required by law or the articles ofincorporation or these by-laws. After a quorum has been established atshareholder’s meeting, the subsequent withdrawal of shareholders, so asto reduce the number of shares entitled to vote at the meeting below the numberrequired for a quorum, shall not affect the validity of any action taken at themeeting or any adjournment thereof.
        **Section 8. Adjournments**.The shareholders entitled to vote who arepresent in person or byproxy at any meeting of shareholders, whether or not a quorum shall be presentat the meeting, shall have power by a majority vote to adjourn the meeting fromtime to time without notice other than announcement at the meeting of the timeand place to which the meeting is adjourned. At any adjourned meeting at which aquorum shall be present any business may be transacted that might have beentransacted on the original date of the meeting, and the shareholders entitled tovote at the meeting on the original date (whether or not they were presentthereat), and no others, shall be entitled to vote at such adjournedmeeting.
        **Section 9.  Voting; Proxies.**Each outstanding share,regardless of class, shall be entitled to one vote on each matter submitted to avote at a meeting of shareholders, except as may be otherwise provided in thearticles of incorporation. Each shareholder entitled to vote at a meeting ofshareholders or to express consent or dissent without a meeting may vote inperson, or may authorize another person or persons to act for him by proxy. Anyproxy shall be signed by such shareholder or his or her duly authorizedattorney-in-fact and shall be delivered to the secretary of the meeting. Thesignature of a shareholder on any proxy including without limitation, atelegram, may be printed, stamped or written, provided such signature isexecuted or adopted by the shareholder with intention to authenticate the proxy.No proxy shall be valid after the expiration of eleven (11) months from the dateof its execution unless otherwise provided in the proxy. Every proxy shall berevocable at the pleasure of the shareholder executing it, except as otherwiseprovided by law.
        Directorselected at any meeting ofthe shareholders shall, except as otherwise provided by law or the articles ofincorporation, be elected by a plurality of the votes cast. All other corporateaction to be taken by vote of the shareholders shall, except as otherwiseprovided by law, the articles of incorporation or these by-laws, be authorizedby a majority of the votes cast. The vote for directions, or upon any questionbefore a meeting of shareholders, shall not be by ballot unless the personpresiding at such meeting shall so direct or any shareholder, present in personor by proxy and entitled to vote thereon, shall so demand. 
        **Section 10. Appointment ofInspectors of Election**. The board of directors may, inadvance of any meeting of the shareholders, appoint one or more inspectors toact at the meeting or any adjournment thereof. If inspectors are not soappointed in advance of the meeting, the person presiding at such meeting may,and on the request of any shareholder entitled to vote thereat shall, appointone or more inspectors. In case any inspector appointed fails to appear or act,the vacancy may be filled by appointment made by the board of directors inadvance of the meeting or at the meeting by the person presiding thereat. Eachinspector, before entering upon the discharge of his or her duties, shall takeand sign an oath faithfully to execute the duties of inspector at such meetingwith strict impartiality and according to the best of his or her ability. Noperson who is a candidate for the office of director of the corporation shallact as an inspector at any meeting of the shareholders at which directors areelected. 

        **Section 11. Duties of Inspectors of Election**. Whenever one or moreinspectors of election may be appointed as provided in these by-laws, he, she orthey shall determine the number of shares outstanding and entitled to vote, theshares represented at the meeting, the existence of a quorum, the validity andeffect of proxies, and shall receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connection with the right tovote, count and tabulate all votes, ballots, or consents, determine the result,and do such acts as are proper to conduct the election or vote with fairness toall shareholders. 

        **Section 12. Action by Shareholders Without a Meeting**. Unless otherwiseprovided in the articles ofincorporation, any action required by law to be taken at any annual or specialmeeting of the shareholders of the corporation, or any action which may be takenat any annual or special meeting of such shareholders, may be taken without ameeting, without prior notice, and without a vote if a consent in writing,setting forth the action so taken, shall be signed by the holders of outstandingshares having not less than the minimum number of votes that would be necessaryto authorize or take such action at a meeting at which all shares entitled tovote thereon were present and voted. If any class of shares is entitled to votethereon as a class, such written consent shall be required of the holders of amajority of the shares of each class of shares entitled to vote as a classthereon and of the total shares entitled to vote thereon. 
        Within ten (10) days afterobtaining such authorization by written consent, notice mustbe given to those shareholders who have not consented in writing. The noticeshall fairly summarize the material features of the authorized action and, ifthe action be a merger, consolidation or sale or exchange of assets for whichdissenters rights are provided under law, the notice shall contain a clearstatement of the right of shareholders dissenting therefrom to be paid the fairvalue of their shares upon compliance with further provisions of law regardingthe rights of dissenting shareholders. 

ARTICLE II
Directors

        **Section 1. Number and Qualifications**.The board of directors of thecorporation shall consistof one or more members. Subject to any provision as to the number of directorscontained in the articles of incorporation or these by-laws, the exact number ofdirectors shall be fixed from time to time by action of the shareholders or byvote of a majority of the entire board of directors, provided that no decreasein the number of directors shall shorten the term of any incumbent director. Ifthe number of directors be increased at any time, the vacancy or vacancies inthe board arising from such increase shall be filled as provided in Section 5 ofthis Article II. All of the directors shall be at least eighteen (18) years ofage. Directors need not be shareholders. 
        **Section 2. Election and Term of Office**.Except as otherwise provided by law or these by-laws, each director of the corporation shall be elected at anannual meeting of shareholders or at any meeting of the shareholders held inlieu of such annual meeting, which meeting, for the purpose of these by-laws,shall be deemed the annual meeting, and shall hold office until the next annualmeeting of shareholders and until his or her successor has been elected andqualified. 

        **Section 3. Resignation**.Any director of the corporation may resign atany time by giving his or her resignation to the Chairman of the Board, thePresident or any Vice President or the Secretary. Such resignation shall takeeffect at the time specified therein; and, unless otherwise specified therein,the acceptance of such resignation shall not be necessary to make it effective. 

        **Section 4. Removal of Directors**.Any director or the entire board ofdirectors may be removed, with or without cause, at any meeting of shareholderscalled expressly for that purpose, by the vote of the holders of a majority ofthe shares of the corporation then entitled to vote at an election of directors. 

        **Section 5. Vacancies**.Newly created directorships resulting from anincrease in the number ofdirectors and vacancies occurring in the board of directors for any reason maybe filled by the vote of a majority of the directors then in office, althoughless than a quorum exists, or any such newly created directorships and vacanciesoccurring in the board of directors for any reason may be filled by vote of theshareholders at any meeting of shareholders notice of which shall have referredto the proposed election. If any such newly created directorships or vacancies
occurring in the board of directors for any reason shall not be filled prior to the next annual meeting ofshareholders, they shall be filled by vote of the shareholders at such annualmeeting. A director elected to fill a vacancy, unless elected by theshareholders, shall hold office until the next annual meeting of shareholders atwhich the election of directors is in the regular order of business, and untilhis or her successor has been elected and qualified. 

        **Section 6. Directors’ Fees**.Directors, includingsalaried officers who are directors, may receive a fee for their services asdirectors and traveling and other out-of-pocket expenses incurred in attendingany regular or special meeting of the board. The fee may be a fixed sum to bepaid for attending each meeting of the board of directors or a fixed sum to bepaid monthly, quarterly, or semi-annually, irrespective of the number ofmeetings attended or not attended. The amount of the fee and the basis on whichit shall be paid shall be determined by the board of directors. Nothing hereincontained shall preclude any director from serving the corporation in any othercapacity and receiving compensation for such services. 
        **Section 7. First Meeting of Newly Elected Directors**.The first meeting of thenewly elected board of directors may be held immediately after the annualmeeting of shareholders and at the same place as such annual meeting ofshareholders, provided a quorum be present, and no notice of such meeting shallbe necessary. In the event such first meeting of the newly elected board ofdirectors is not held at said time and place, the same shall be held as providedin Section 8 of this Article II. 
        **Section 8.  Meeting of Directors**.Regular and specialmeetings of the board of directors shall be held at such times and at suchplaces, within or without the State of Florida as any two directors, thePresident, or, in the absence or disability of the President, any VicePresident, may determine.
        **Section 9. Notice of Meetings**.Regular meetings of the board ofdirectors may be heldwithout notice. Notice of each special meeting of the board of directors,stating the time and place thereof shall be given by the Chairman of the Board,the President, the Secretary, any Assistant Secretary or any member of the boardto each member of the board at least two (2) days before the meeting by personaldelivery or by telegraph, telecopy or other electronic communication. If mailed,such notice shall be directed to each member of the board at the addressdesignated by him or her for such purpose or, if none is designated, at his orher last known address. Notice of a meeting need not be given to any directorwho submits a waiver of notice either before or after the meeting. Attendance ofa director at a meeting shall constitute a waiver of notice of such meeting anda waiver of any and all objections to the place of the meeting, the time of themeeting, or the manner in which it has been called or convened, except when adirector states, at the beginning of the meeting, any objection to thetransaction of business because the meeting was not lawfully called or convened.The notice of any meeting of the board of directors need not specify the purposeor purposes for which the meeting is called except as provided in Article IX ofthese by-laws. 
        **Section 10. Quorum and Action by the Board**.At all meetings of theboard of directors, exceptas otherwise provided by law, the articles of incorporation or these by-laws, aquorum shall be required for the transaction of business and shall consist ofnot less than a majority of the entire board, and the vote of a majority of thedirectors present shall decide any question that may come before the meeting. Amajority of the directors present may adjourn any meeting to another time orplace without notice other than announcement at the meeting of the time andplace to which the meeting is adjourned. 
        **Section 11.  Procedure**.The order of business andall other matters of procedure at every meeting of directors may be determinedby the person presiding at the meeting. 

        **Section 12. Action without a Meeting**.Any action required or permittedto be taken by the board or any committee thereof may be taken without a meetingif all members of the board or the committee consent in writing to the adoptionof a resolution authorizing the action. The resolution and the written consentsthereto by the members of the board or committee shall be filed with the minutesof the proceedings of the board or committee. 

        **Section13. Presence at Meeting by Telephone**. Members of the Board ofDirectors or any committee thereto may participate in a meeting of such board orcommittee by means of a conference telephone or similar communications equipmentallowing all persons participating in the meeting to hear each other at the sametime. Participation in a meeting by such means shall constitute presence inperson at such meeting. 

ARTICLE III

Committees of Directors

        **Section 1.  Designation of Committees**.The board of directors, byresolution or resolutions adopted by a majority of the entire board, maydesignate from among its members an Executive Committee and other committees,each consisting of two or more directors, and may designate one or moredirectors as alternate members of such committee, who may replace any absentmember or members at any meeting of such committee. In the interim betweenmeetings of the board of directors, the Executive Committee shall have all theauthority of the board of directors except as otherwise provided by law andshall serve at the pleasure of the board of directors. Each other committee sodesignated shall have such name as may be provided from time to time in theresolution or resolutions, shall serve at the pleasure of the board of directorsand shall have, to the extent provided in such resolution or resolutions, allthe authority of the board of directors except as otherwise provided by law.
        **Section 2. Acts and Proceedings**.All acts done and power and authorityconferred by the Executive Committee from time to time within the scope of itsauthority shall be, and may be deemed to be, and may be specified as being, theact and under the authority of the board of directors. The Executive Committeeand each other committee shall keep regular minutes of its proceedings andreport its actions to the board of directors when required. 

        **Section 3.  Compensation**.Members of the ExecutiveCommittee or of any other committee may receive such compensation for theirservices as the board of directors shall from time to time determine.
ARTICLE IV

Officers

        **Section 1.  Officers**.The board of directorsshall annually, at the first meeting of the board after the annual meeting ofshareholders, appoint or elect a Chairman of the Board, a President, one or moreVice Presidents, a Secretary, and a Treasurer. The board of directors may fromtime to time elect or appoint such additional officers as it may deem necessary.Such additional officers shall have such authority and perform such duties asthe board of directors may from time to time prescribe by resolution. 
        **Section 2. Term of Office**.The Chairman of the Board, the President,each Vice President, theSecretary and the Treasurer shall, unless otherwise determined by the board ofdirectors, hold office until the first meeting of the board following the nextannual meeting of shareholders and until their successors have been elected orappointed and qualified. Each additional officer appointed or elected by theboard of directors shall hold office for such term as shall be determined fromtime to time by the board of directors and until his or her successor has beenelected or appointed and qualified. Any officer elected or appointed by theboard of directors, however, may be removed or have his or her authoritysuspended by the board whenever, in its judgment, the best interests of thecorporation will be served thereby. Any officer elected by the shareholders maybe removed only by vote of the shareholders, unless the shareholders shall haveauthorized the directors to remove such officers. If the office of any officerbecomes vacant for any reason, the board of directors shall have the power tofill such vacancy. 
        **Section 3.  The Chairman of the Board**.The Chairman of the Boardshall preside at all meetings of shareholders. 

        **Section 4.  The President**.The President shall be the chief executive officer of the corporation.In the absence or disability of the Chairman of the Board, or at his or herrequest, the President shall preside at all meetings of the shareholders. He or she shall have thegeneral powers and duties of supervision and management of the corporation whichusually pertain to the chief executive office and shall perform all such otherduties as are properly required of him or her by the board of directors. 

        **Section 5. The Vice Presidents**.The Vice Presidents may be designatedby such title or titles as the board of directors may determine, and each VicePresident in such order of seniority as may be determined by the board, shall,in the absence or disability of the President, or at his or her request, performthe duties and exercise the powers of the President. The Vice Presidents alsoshall have such powers and perform such duties as usually pertain to theiroffice or as are properly required of them by the board of directors. 

        **Section 6. The Secretary and Assistant Secretaries**.The Secretary shall issue noticesof all meetings of shareholders and directors where notices of such meetings arerequired by law or these by-laws. He or she shall attend all meetings ofshareholders and of the board of directors and keep the minutes thereof. He orshe shall affix the corporate seal to and sign such instruments as require theseal and his or her signature and shall perform such other duties as usuallypertain to this office or as are properly required of him or her by the board ofdirectors. 
        The Assistant Secretaries may,in the absence or disability of the Secretary, or athis or her request or the request of the President, perform the duties andexercise the powers of the Secretary, and shall perform such other duties as theboard of directors shall prescribe. 

        **Section 7.  The Treasurer and Assistant Treasurers**.The Treasurer shall havethe care and custody of all the monies and securities of the corporation. He orshe shall cause to be entered in books of the corporation to be kept for thatpurpose full and accurate accounts of all monies received by him or her and paidby him or her on account of the corporation. He or she shall make and sign suchreports, statements and instruments as may be required of him or her by theboard of directors or by the laws of the United States or of any state, countyor other jurisdiction in which the corporation transacts business, and shallperform such other duties as usually pertain to this office or as are properlyrequired of him or her by the board of directors. 
        TheAssistant Treasurer may, in the absence or disability of the Treasurer, or athis or her request or the request of the President, perform the duties andexercise the powers of the Treasurer and shall perform such other duties as theboard of directors shall prescribe. 

        **Section 8.  Officers Holding Two or More Offices**.Any two or more offices may be held by the same person.

        **Section9. Duties of Officers May be Delegated**. In case of the absenceor disability or any officer of the corporation, or in case of a vacancy in anyoffice or for any other reason that the board of directors may deem sufficient,the board of directors, except as otherwise provided by law, may temporarilydelegate the powers or duties of any officer to any other officer or to anydirector. 

        **Section 10.  Compensation**.The compensation of allofficers shall be determined by the board of directors. The compensation of allother employees shall be fixed by the President within such limits as may beprescribed by the board of directors.
        **Section 11.  Security**.The board of directors mayrequire any officer, agent or employee of the corporation to give security forthe faithful performance of his or her duties, in such amount as may besatisfactory to the board. 

ARTICLE V

Indemnification of Directors and Officers

        **Section 1.  Right of Indemnification**.Each director and officerof the corporation, whether or not then in office, and any person whose testatoror intestate was such a director or officer, shall be indemnified by thecorporation against any and all liability incurred in connection with anyproceeding, including any appeal thereof, by reason of the fact that such personis or was a director or officer of the corporation or is or was serving at therequest of the corporation as a director or officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise tothe maximum extent permitted by any law now or hereafter in effect. In additionto the foregoing indemnification, the corporation shall indemnify, to themaximum extent permitted by any law now or hereafter in effect, such personagainst expenses incurred by him or her in connection with any such proceeding.Such expenses shall, to the maximum extent permitted by any law now or hereafterin effect, be paid in advance of the final disposition of the proceeding. Asused in this section, “corporation”, “otherenterprises”, “expenses”,“liability’, “proceeding”,“agent”, “serving at the request of thecorporation” and other expressions shall have the respective meaningsascribed to them by the Florida Business Corporation Act or successor statute.The indemnification provisions set forth in this section shall be construedliberally in favor of the directors and officers of the corporation, and shallbe in addition to, and not in limitation of, any other right of limitation whichsuch persons may possess from time to time by statute or contract. 
        **Section 2. Other Rights of Indemnification**.The right of indemnification herein provided shall not be deemed exclusive of any otherrights to which any such director, officer or other person may now or hereafterbe otherwise entitled and specifically, without limiting the generality of theforegoing, shall not be deemed exclusive of any rights pursuant to statute orotherwise, of any such director, officer or other person in any such action orproceeding to have assessed or allowed in his or her favor, against thecorporation or otherwise, his or her costs and expenses incurred therein or inconnection therewith or any part thereof. 

ARTICLE VI

Shares

        **Section 1.  Certificate of Shares**.The shares of thecorporation shall be represented by certificates which shall be numbered andshall be entered in the records of the corporation as they are issued. Eachshare certificate shall when issued state upon the face thereof the name of thecorporation, that the corporation is formed under the laws of the State ofFlorida, the name of the person or persons to whom issued, the number and classof shares and the designation of the series, if any, which such certificaterepresents, and the par value of the shares represented by such certificate or astatement that the shares are without par value, and shall be signed by thePresident or a Vice President and by the Secretary or an Assistant Secretary,and may be sealed with the seal of the corporation or a facsimile thereof. Thesignatures of the officers upon a certificate may be facsimiles if thecertificate is manually signed on behalf of the transfer agent or a registrarother than the corporation itself or its employees. In case any officer who hassigned or whose facsimile signature has been placed upon a certificate shallhave ceased to be such officer before such certificate is issued, it may beissued by the corporation with the same effect as if he or she were such officerat the date of issuance. No certificate shall be valid until countersigned by atransfer agent if the corporation has a transfer agent, or until registered by aregistrar if the corporation has a registrar. 

        **Section 2. Transfer of Shares**.Shares of the corporation shall betransferable on the booksof the corporation by the holder thereof, in person or by duly authorizedattorney, upon the surrender of the certificates representing the shares to betransferred, properly endorsed. Except as otherwise provided by law, thecorporation shall be entitled to treat the holder of record of any share as theowner thereof and shall not be bound to recognize any equitable or other claimto or interest in such share on the part of any other person whether or not itshall have express or other notice thereof. The board of directors, to theextent permitted by law, shall have power and authority to make all rules andregulations as it may deem expedient concerning the issue, transfer andregistration of share certificates and may appoint one or more transfer agentsand registrars of the shares of the corporation. 
        **Section 3. Fixing of Record Time**.The board of directors may fix, in advance, a day and hour not more than sixty (60)days nor less than ten(10)days before the date on which any meeting of the shareholders entitled tonotice of and to vote at such meeting and at all adjournments thereof shall bedetermined; and, in the event such record date and time are fixed by the boardof directors, no one other than the holders of record on such date and time ofshares entitled to notice of and to vote at such meeting shall be entitled tonotice of and to vote at such meeting or any adjournment thereof. If a recorddate and time shall not be fixed by the board of directors for the determinationof shareholders entitled to notice of and to vote at any meeting of theshareholders, the date on which notice of the meeting is mailed shall be therecord date for such determination of shareholders; provided, however, that ifno notice of such meeting is given, shareholders of record at the close ofbusiness on the day next preceding the day on which such meeting is held, and noothers, shall be entitled to vote at such meeting or any adjournment thereof.
        The board of directors may fix, in advance, a day and hour, not more than sixty (60)days nor less than ten (10) days before the date fixed for the payment of adividend of any kind or the allotment of any rights, as the record time for thedetermination of shareholders entitled to receive such dividend or rights, andin such case only shareholders of record at the date and time so fixed shall beentitled to receive such dividend or rights; provided, however, that if norecord date and time for the determination of shareholders entitled to receivesuch dividend or rights are fixed, shareholders of record at the close ofbusiness on the day on which the resolution of the board of directorsauthorizing the payment of such dividend or the allotment of such rights isadopted shall be entitled to receive such dividend or rights. 

        **Section 4.  Record of Shareholders**.The corporation shall keep at its office in the State of Florida, or at the officeof its transfer agent or registrar in this state, a record containing the names andaddresses of all shareholders, the number and class of shares held by each andthe dates when they respectively became the owners of record thereof. 
        **Section 5. Lost Share Certificates**.The board of directors may in itsdiscretion cause a new certificate for shares to be issued by the corporation inplace of any certificate there tofore issued by it, alleged to have been lost ordestroyed, and the board may require the owner of the lost or destroyedcertificate, or his or her legal representative, to give the corporation a bondsufficient to indemnify the corporation against any claim that may be madeagainst it on account of the alleged loss or destruction of any such certificateor the issuance of any such new certificate; but the board of directors may inits discretion refuse to issue such new certificate save upon the order of thecourt having jurisdiction in such matters. 

ARTICLE VII

Finances

        **Section 1.  Fiscal Year**.The fiscal year end of thecorporation shall end the 31st day of July each year unless otherwise providedby the board of directors or shareholders.

        **Section 2. Corporate Funds**.The funds of the corporation shall bedeposited in its name withsuch banks, trust companies or other depositories as the board of directors mayfrom time to time designate. All checks, notes, drafts and other negotiableinstruments of the corporation shall be signed by such officer or officers,employee or employees, agent or agents as the board of directors may from timeto time designate. No officers, employees or agents of the corporation, alone orwith others, shall have power to make any checks, notes, drafts or othernegotiable instruments in the name of the corporation or to bind the corporationthereby, except as provided in this section. 

        **Section 3. Loans to Employees and Officers**.The corporation may lend money to, guarantee any obligation of, or otherwise assist any officer or otheremployee of the corporation, including any officer or employee who is a directorof the corporation, whenever, in the judgment of the board of directors, suchloan, guaranty or assistance may reasonably be expected to benefit thecorporation. 

        **Section 4. Dividends**.Dividends in cash, property or shares of thecorporation may be declared and paid only out of the unreserved and unrestrictedearned surplus or out of capital surplus, but each dividend paid out of acapital surplus shall be identified as a distribution of capital surplus and theamount per share paid from such surplus shall be disclosed to the shareholdersin a written notice received concurrently with such distribution. 

ARTICLE VIII

Corporate Seal

        **Section1. Form of Seal**. The seal of the corporation shall be in suchform as may be determined from time to time by the board of directors. The sealon any corporate obligation for the payment of money may be facsimile. 

ARTICLE IX

Amendments

        **Section 1.  Procedure for Amending By-Laws**.By-laws of the corporation may be adopted, amended or repealed at any meeting ofthe shareholders notice of which shall have referred to the proposedaction, by the affirmative vote of the holders of a majority of the outstandingvoting stock of the corporation, or at any meeting of the board of directorsnotice of which shall have referred to the proposed action, by the vote of amajority of the entire board of directors. 
INDEX TO BY-LAWS
ARTICLE I Meetings of Stockholders ............................................1-----------------------------------         Section 1.  Annual Meeting............................................1         Section 2.  Special Meetings..........................................1         Section 3.  Notice of Meetings........................................2         Section 4.  Waiver of Notice of Meetings of Shareholders..............3         Section 5.  Procedure.................................................3         Section 6.  List of Shareholders......................................3         Section 7.  Quorum and Voting.........................................4         Section 8.  Adjournments..............................................4         Section 9.  Voting; Proxies...........................................5         Section 10.  Appointment of Inspectors of Election....................6         Section 11.  Duties of Inspectors of Election.........................6         Section 12.  Action by Shareholders Without a Meeting.................6ARTICLE II Directors...........................................................7--------------------         Section 1.  Number and Qualifications.................................7         Section 2.  Election and Term of Office...............................8         Section 3.  Resignation...............................................8         Section 4.  Removal of Directors......................................8         Section 5.  Vacancies.................................................9         Section 6.  Directors' Fees...........................................9         Section 7.  First Meeting of Newly Elected Directors..................9         Section 8.  Meeting of Directors.....................................10         Section 9.  Notice of Meetings.......................................10         Section 10.  Quorum and Action by the Board..........................11         Section 11.  Procedure...............................................11         Section 12.  Action without a Meeting................................11         Section 13.  Presence at Meeting by Telephone........................11ARTICLE III Committees of Directors...........................................12-----------------------------------         Section 1.  Designation of Committees................................12         Section 2.  Acts and Proceedings.....................................12         Section 3.  Compensation.............................................13ARTICLE IV Officers...........................................................13-------------------         Section 1.  Officers.................................................13         Section 2.  Term of Office...........................................13         Section 3.  The Chairman of the Board................................14         Section 4.  The President............................................14         Section 5.  The Vice Presidents......................................14         Section 6.  The Secretary and Assistant Secretaries..................14         Section 7.  The Treasurer and Assistant Treasurers...................15         Section 8.  Officers Holding Two or More Offices.....................15         Section 9.  Duties of Officers May be Delegated......................15         Section 10.  Compensation............................................16         Section 11.  Security................................................16ARTICLE V Indemnification of Directors and Officers...........................16---------------------------------------------------         Section 1.  Right of Indemnification.................................16         Section 2.  Other Rights of Indemnification..........................17ARTICLE VI Shares.............................................................17-----------------         Section 1.  Certificate of Shares....................................17         Section 2.  Transfer of Shares.......................................18         Section 3.  Fixing of Record Time....................................19         Section 4.  Record of Shareholders...................................20         Section 5.  Lost Share Certificates..................................20ARTICLE VII Finances .........................................................20--------------------         Section 1.  Fiscal Year..............................................20         Section 2.  Corporate Funds..........................................21         Section 3.  Loans to Employees and Officers..........................21         Section 4.  Dividends................................................21ARTICLE VIII Corporate Seal...................................................21---------------------------         Section 1.  Form of Seal.............................................22ARTICLE IX Amendments.........................................................22---------------------         Section 1.  Procedure for Amending By-Laws...........................22