EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                             AS OF FEBRUARY 27, 1998

                                       OF

                           DEVCON INTERNATIONAL CORP.

                             (A FLORIDA CORPORATION)


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                                      INDEX

                                                                            PAGE
                                                                          NUMBER
<TABLE>
<S>              <C>                                                                 <C>
ARTICLE ONE - Offices.................................................................1
         Section 1.        Registered Office..........................................1
         Section 2.        Other Offices..............................................1

ARTICLE TWO - MEETINGS OF SHAREHOLDERS................................................1
         Section 1.        Place......................................................1
         Section 2.        Time of Annual Meeting.....................................1
         Section 3.        Call of Special Meetings...................................1
         Section 4.        Conduct of Meetings........................................1
         Section 5.        Notice and Waiver of Notice................................2
         Section 6.        Business of Special Meeting................................2
         Section 7.        Quorum.....................................................2
         Section 8.        Required Vote..............................................3
         Section 9.        Voting of Shares...........................................3
         Section 10.       Proxies....................................................3
         Section 11.       Shareholder List...........................................3
         Section 12.       Action Without Meeting.....................................3
         Section 13.       Fixing Record Date.........................................3
         Section 14.       Inspectors and Judges......................................4
         Section 15.       Nominations of Director Candidates.........................4

ARTICLE THREE - DIRECTORS.............................................................5
         Section 1.        Number, Election and Term..................................5
         Section 2.        Vacancies..................................................6
         Section 3.        Powers.....................................................6
         Section 4.        Place of Meetings..........................................6
         Section 5.        Annual Meeting.............................................6
         Section 6.        Regular Meetings...........................................6
         Section 7.        Special Meetings and Notice................................6
         Section 8.        Quorum and Required Vote...................................7
         Section 9.        Action Without Meeting.....................................7
         Section 10.       Telephone Meetings.........................................7
         Section 11.       Committees.................................................7
         Section 12.       Compensation of Directors..................................8
         Section 13.       Chairman of the Board......................................8

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ARTICLE FOUR - OFFICERS...............................................................8
         Section 1.        Positions..................................................8
         Section 2.        Election of Specified Officers by Board....................8
         Section 3.        Election or Appointment of Other Officers..................8
         Section 4.        Salaries...................................................8
         Section 5.        Term.......................................................9
         Section 6.        President..................................................9
         Section 7.        Vice Presidents............................................9
         Section 8.        Secretary..................................................9
         Section 9.        Treasurer..................................................9

ARTICLE FIVE - CERTIFICATES FOR SHARES...............................................10
         Section 1.        Issue of Certificates.....................................10
         Section 2.        Legends for Preferences and Restrictions on Transfer......10
         Section 3.        Facsimile Signatures......................................11
         Section 4.        Lost Certificates.........................................11
         Section 5.        Transfer of Shares........................................11
         Section 6.        Registered Shareholders...................................11
         Section 7.        Redemption of Control Shares..............................11

ARTICLE SIX - GENERAL PROVISIONS.....................................................12
         Section 1.        Dividends.................................................12
         Section 2.        Reserves..................................................12
         Section 3.        Checks....................................................12
         Section 4.        Fiscal Year...............................................12
         Section 5.        Seal......................................................12

ARTICLE SEVEN - AMENDMENTS OF BYLAWS.................................................12
</TABLE>

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                           DEVCON INTERNATIONAL CORP.

                              AMENDED AND RESTATED

                                     BYLAWS

                             AS OF FEBRUARY 27, 1998

                                 ARTICLE ONE ONE

                                     OFFICES

         Section 1. REGISTERED OFFICE. The registered office of DEVCON
INTERNATIONAL CORP., a Florida corporation (the "Corporation"), shall be located
in the City of Deerfield Beach, State of Florida.

         Section 2. OTHER OFFICES. The Corporation may also have offices at
such other places, either within or without the State of Florida, as the Board
of Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE TWO

                            MEETINGS OF SHAREHOLDERS

         Section 1. PLACE. All annual meetings of shareholders shall be held
at such place, within or without the State of Florida, as may be designated by
the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof. Special meetings of shareholders may be held
at such place, within or without the State of Florida, and at such time as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         Section 2. TIME OF ANNUAL MEETING. Annual meetings of shareholders
shall be held on such date and at such time fixed, from time to time, by the
Board of Directors, provided, that there shall be an annual meeting held every
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.

         Section 3. CALL OF SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the President, the Board of Directors or by the
Secretary on the written request of the holders of not less than one-tenth of
all shares entitled to vote at the meeting.

         Section 4. CONDUCT OF MEETINGS. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.


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         Section 5. NOTICE AND WAIVER OF NOTICE. Except as otherwise provided
by law, written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered (i) not less than ten (10) nor more than
sixty (60) days before the day of the meeting with respect to annual meetings
and special meetings called by the Board and (ii) sixty (60) days before the day
of the meeting with respect to special meetings requested by shareholders,
either personally or by first-class mail, by or at the direction of the
President, the Secretary, or the officer or person calling the meeting, to each
shareholder of record entitled to vote at such meeting. If the notice is mailed
at least thirty (30) days before the date of the meeting, it may be done by a
class of United States mail other than first-class. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. If a meeting is adjourned to another
time and/or place, and if an announcement of the adjourned time and/or place is
made at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the Board of Directors, after adjournment, fixes a new record
date for the adjourned meeting. Whenever any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether signed before, during or after the time of the
meeting stated therein, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records, shall be equivalent to the giving
of such notice. 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. Attendance of a person at a meeting shall constitute a
waiver of (a) lack of or defective notice of such meeting, unless the person
objects at the beginning to the holding of the meeting or the transacting of any
business at the meeting, or (b) lack of defective notice of a particular matter
at a meeting that is not within the purpose or purposes described in the meeting
notice, unless the person objects to considering such matter when it is
presented.

         Section 6. BUSINESS OF SPECIAL MEETING. Business transacted at any
special meeting shall be confined to the purposes stated in the notice thereof.

         Section 7. QUORUM. The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at
meetings of shareholders except as otherwise provided in the Corporation's
articles of incorporation (the "Articles of Incorporation"). If, however, a
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have the power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified and called. The shareholders present at a duly organized
meeting may continue to transact business notwithstanding the withdrawal of some
shareholders prior to adjournment, but in no event shall a quorum consist of the
holders of less than one-third (1/3) of the shares entitled to vote and thus
represented at such meeting.


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         Section 8. REQUIRED VOTE. The vote of the holders of a majority of
the shares entitled to vote and represented at a meeting at which a quorum is
present shall be the act of the Corporation's shareholders, unless the vote of a
greater number is required by law, the Articles of Incorporation, or these
Bylaws.

         Section 9. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to vote on each matter submitted to a vote at a meeting
of shareholders, except to the extent that the voting rights of the shares of
any class are limited or denied by the Articles of Incorporation or the Florida
General Corporation Act.

         Section 10. PROXIES. A shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution unless otherwise provided in the proxy. Each proxy shall be
revocable unless expressly provided therein to be irrevocable, and unless
otherwise made irrevocable by law.

         Section 11. SHAREHOLDER LIST. The officer or agent having charge of
the Corporation's stock transfer books shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of, and the number and class and series, if any, of shares held
by each. Such list, for a period of ten (10) days prior to such meeting, shall
be subject to inspection by any shareholder at any time during the usual
business hours at the place where the meeting is to be held. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer book or to
vote at any such meeting of shareholders.

         Section 12. ACTION WITHOUT MEETING. Any action required by the
statutes to be taken at a meeting of shareholders, or any action that may be
taken at a meeting of the shareholders, may be taken without a meeting or notice
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted with respect to
the subject matter thereof, and such consent shall have the same force and
effect as a vote of shareholders taken at such a meeting.

         Section 13. FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days, and, in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which


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the particular action requiring such determination of shareholders is to be
taken; provided, however, that with respect to a special shareholders meeting
requested by shareholders, the record date shall be the date the particular
requesting shareholder first delivers his/her demand to the Company for the
purposes stated therein, and such date may not be altered through (i) an amended
demand or (ii) the replacement of an old demand with a new demand having a
substantially similar purpose. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which the
notice of the meeting is mailed or the date on which the resolutions of the
Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 13, such determination shall apply to any adjournment
thereof, except where the Board of Directors fixes a new record date for the
adjourned meeting or as required by law.

         Section 14. INSPECTORS AND JUDGES. The Board of Directors in advance
of any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares
of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

         Section 15. NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board at an annual or special meeting of shareholders may be made by or at
the direction of (i) the Board by any nominating committee or person appointed
by the Board or (ii) any shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the procedures set forth
in this paragraph; provided, however, that nominations of persons for election
to the Board at a special meeting may be made only if the election of directors
is one of the purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act. Nominations of persons
for election at annual meetings, other than nominations made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than One Hundred Twenty (120)


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days nor more than One Hundred Eighty (180) days prior to the first anniversary
of the date of the Corporation's notice of annual meeting provided with respect
to the previous year's annual meeting; provided, however, that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed to be more than 30 calendar days earlier than the date contemplated by
the previous year's proxy statement, such notice by the shareholder to be timely
must be so received not later than the close of business on the tenth (10th) day
following the date on which notice of the date of the annual meeting is given to
shareholders or made public, whichever first occurs. Such shareholder's notice
to the Secretary shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director at the annual
meeting, (i) the name, age, business address and residence address of the
proposed nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (iv) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice of nominees for election at the annual
meeting, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee for
election at an annual or special meeting of shareholders to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the requirements of this
paragraph, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

                                  ARTICLE THREE

                                    DIRECTORS

         Section 1. NUMBER, ELECTION AND TERM. The number of directors of the
Corporation shall be fixed from time to time by action of the shareholders. The
directors shall be elected at the annual meeting of the shareholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office for the term for which he is elected and until his successor is elected
and qualified. Directors need not be residents of the State of Florida,
shareholders of the Corporation or citizens of the United States. Any director
may be removed at any time, with or without cause, at a special meeting of the
shareholders called for that purpose.

         Section 2. VACANCIES. A director may resign at any time by giving
written notice to the Board of Directors or the Chairman of the Board. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.


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Any vacancy occurring in the Board of Directors and any directorship to be
filled by reason of an increase in the size of the Board of Directors shall be
filled by the affirmative vote of a majority of the current directors though
less than a quorum of the Board of Directors, or may be filled by an election at
an annual or special meeting of the shareholders called for that purpose. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office, or until the next election of one or more directors
by shareholders if the vacancy is caused by an increase in the number of
directors.

         Section 3. POWERS. The business and affairs of the Corporation shall
be managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.

         Section 4. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.

         Section 5. ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held, without call or notice, immediately following
each annual meeting of shareholders.

         Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

         Section 7. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board
of Directors may be called by the President and shall be called by the Secretary
on the written request of any two directors. Written notice of special meetings
of the Board of Directors shall be given to each director at least twenty-four
(24) hours before the meeting. Except as required by statute, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting. Notices to directors shall be in writing and delivered personally
or mailed to the directors at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be received. Notice to directors may also be given by telegram, and
shall be deemed delivered when the same shall be deposited at a telegraph office
for transmission and all appropriate fees therefor have been paid. Whenever any
notice is required to be given to any director, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

         Section 8. QUORUM AND REQUIRED VOTE. A majority of the directors
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater


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number is required by the Articles of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. At such adjourned
meeting at which a quorum shall be present, any business may be transacted that
might have been transacted at the meeting as originally notified and called.

         Section 9. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting.

         Section 10. TELEPHONE MEETINGS. Directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground the meeting is not lawfully called or convened.

         Section 11. COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the whole 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, shall have and may exercise
all of the authority of the Board of Directors in the business and affairs of
the Corporation except where the action of the full Board of Directors is
required by statute. Vacancies in the membership of a committee shall be filled
by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required. The designation of
any such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.

         Section 12. COMPENSATION OF DIRECTORS. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

         Section 13. CHAIRMAN OF THE BOARD. The Board of Directors may, in
its discretion, choose a chairman of the board who shall preside at meetings of
the shareholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors


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but no other officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.

                                  ARTICLE FOUR

                                    OFFICERS

         Section 1. POSITIONS. The officers of the Corporation shall consist of
a President, one or more Vice Presidents, a Secretary and a Treasurer, and, if
elected by the Board of Directors by resolution, a Chairman of the Board. Any
two or more offices may be held by the same person.

         Section 2. ELECTION OF SPECIFIED OFFICERS BY BOARD. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a President, one or more Vice Presidents, a Secretary and a Treasurer.

         Section 3. ELECTION OR APPOINTMENT OF OTHER OFFICERS. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the President of the Corporation. The Board of Directors
shall be advised of appointments by the President at or before the next
scheduled Board of Directors meeting.

         Section 4. SALARIES. The salaries of all officers of the Corporation
to be elected by the Board of Directors pursuant to Article Four, Section 2
hereof shall be fixed from time to time by the Board of Directors or pursuant to
its discretion. The salaries of all other elected or appointed officers of the
Corporation shall be fixed from time to time by the President of the Corporation
or pursuant to his direction.

         Section 5. TERM. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors or the President of the Corporation may be
removed, with or without cause, by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officers or agents appointed by the President of the Corporation
pursuant to Section 3 of this Article Four may also be removed from such officer
positions by the President, with or without cause. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors, or, in the case of an officer appointed by the
President of the Corporation, by the President or the Board of Directors.

         Section 6. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. In the absence of the Chairman of
the Board or in the event the Board of Directors shall not have


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designated a chairman of the board, the President shall preside at meetings of
the shareholders and the Board of Directors.

         Section 7. VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.

         Section 8. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it.

         Section 9. TREASURER. The Treasurer shall have the custody of
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors at its regular meetings or
when the Board of Directors so requires an account of all his transactions as
treasurer and of the financial condition of the Corporation.

                                  ARTICLE FIVE

                             CERTIFICATES FOR SHARES

         Section 1. ISSUE OF CERTIFICATES. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled; and
such certificates shall be signed by the President or a Vice President, and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. No certificate shall be
issued for any share until the consideration therefor has been fully paid. Each
certificate representing shares shall state upon the face thereof, the name of
the Corporation, that the Corporation is organized under the laws of the State
of Florida, the name of the person to whom issued, the number and class and the
designation of the series, if any, that such certificate represents, and the par
value of each share represented by such certificate.

         Section 2. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER.
Every certificate representing shares issued by the Corporation shall set forth
or fairly summarize upon the face or


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<PAGE>

back of the certificate, or shall state that the Corporation will furnish to any
shareholder upon request and without charge a full statement of:

                           (a) The designations, preferences, limitations, and
relative rights of the shares of each class or series authorized to be issued.

                           (b) The variations in the relative rights and
preferences between the shares of each such series, if the Corporation is
authorized to issue any preferred or special class in series and so far as the
same have been fixed and determined.

                           (c) The authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent series.

Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer and there shall be set forth or fairly summarized upon
the certificate, or the certificate shall indicate that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of
such restrictions. If the Corporation issues any shares that are not registered
under the Securities Act of 1933, as amended, and registered or qualified under
the applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:

                  "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED
         FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER
         THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT
         HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF
         COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT
         REQUIRED."

         Section 3. FACSIMILE SIGNATURES. The signatures of the President or a
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles, if the certificate is manually signed by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of the issuance.

         Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a


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<PAGE>

condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.

         Section 5. TRANSFER OF SHARES. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 6. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Florida.

         Section 7. REDEMPTION OF CONTROL SHARES. As provided by the Florida
General Corporation Act, if a person acquiring control shares of the Corporation
does not file an acquiring person statement with the Corporation, the
Corporation may redeem the control shares at fair market value at any time
during the 60- day period after the last acquisition of such control shares. If
a person acquiring control shares of the Corporation files an acquiring person
statement with the Corporation, the control shares may be redeemed by the
Corporation only if such shares are not accorded full voting rights by the
shareholders as provided by law.

                                   ARTICLE SIX

                               GENERAL PROVISIONS

         Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Articles of Incorporation.

         Section 2. RESERVES. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

         Section 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.


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<PAGE>

         Section 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.

         Section 5. SEAL. The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                  ARTICLE SEVEN

                              AMENDMENTS OF BYLAWS

         These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting;
provided, however, that the Articles of Incorporation specify that the
shareholders shall fix the number of directors of the Corporation as provided in
Article Three, Section 1 of these Bylaws and such provision may not be amended
without amending the Articles of Incorporation.


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