<PAGE>
                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       SMART CHOICE AUTOMOTIVE GROUP, INC.


                                    ARTICLE I

                                  DEFINITIONS

         As used in these Bylaws, the terms set forth below shall have the
meanings indicated, as follows:

         "Act" shall mean the Florida Business Corporation Act, as amended from
time to time.

         "Articles of Incorporation" means the Articles of Incorporation of the
Corporation, as amended from time to time.

         "Board" shall mean the Board of Directors of the Corporation.

         "Chairman of the Board" shall mean the Chairman of the Board of
Directors, or such other officer as shall be designated by the Board as having
the duties of the Chairman of the Board, as described in Section 4 of Article
III of these Bylaws.

         "Chief Executive Officer" shall mean the President of the Corporation,
or such other officer as shall be designated by the Board as having the duties
of the Chief Executive Officer, as described in Section 5 of Article III of
these Bylaws.

         "Corporation" shall mean Smart Choice Automotive Group, Inc., a Florida
corporation.

         "Secretary" shall mean the Secretary of the Corporation, or such other
officer as shall be designated by the Board as having the duties of the
corporate Secretary as described in Section 6 of Article III of these Bylaws.

         "Secretary of State" shall mean the Secretary of State of Florida.

         "Voting group" shall have the meaning set forth in subsection (a) of
Section 6 of Article V of these Bylaws.
<PAGE>

                                  ARTICLE II

                                  DIRECTORS

         Section 1. GENERAL POWERS. Except as may be otherwise provided by any
legal agreement among shareholders, the property and business of the Corporation
shall be managed by its Board of Directors. In addition to the powers and
authority expressly conferred by these Bylaws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law, or by any legal agreement among shareholders, or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.

         Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of not less than two (2) nor more than fifteen (15) members, the precise
number to be determined from time to time by affirmative vote of a majority of
the entire Board of Directors. Notwithstanding the foregoing, no decrease shall
have the effect of shortening the term of any incumbent director. Directors
shall be natural persons who are eighteen (18) years of age or older, but need
not be shareholders or residents of Florida unless the Articles of Incorporation
require otherwise.

         Section 3. VACANCIES, HOW FILLED. If any vacancy shall occur in the
membership of the Board by reason of newly created directorships or resulting
from the resignation, disqualification, retirement or death of a director, the
remaining directors shall continue to act, and such vacancies may be filled by
the affirmative vote of the majority of the directors then in office, though
less than a quorum, and if not therefore filled by action of the directors, may
be filled by the shareholders at any meeting held during the existence of such
vacancy.

         Section 4. ELECTION AND TERM FILLED. Each member of the Board of
Directors, including each member elected at the shareholders' meeting at which
this Bylaw was adopted, shall hold office until the annual meeting of
shareholders held next after his or her election and until his or her successor
has been duly elected and has qualified, or until his or her earlier
resignation, removal from office, or death.

         Section 5. PLACE OF MEETING. The Board may hold its meetings at such
place or places within or without the State of Florida as it may from time to
time determine.

         Section 6. COMPENSATION. Directors may be allowed such compensation for
attendance at regular or special meetings of the Board and of any special or
standing committees thereof as may be from time to time determined by resolution
of the Board.

         Section 7. REGULAR MEETINGS. A regular annual meeting of the Board
shall be held, without other notice than this bylaw, immediately after the
annual meeting of shareholders. The Board may provide, by resolution, the time
and place within or without the State of Florida, for the holding of additional
regular meetings without other notice than such resolution.

<PAGE>

         Section 8. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chief Executive Officer or the presiding officer of the Board, if
different from the Chief Executive Officer, on not less than two (2) days notice
to each director by mail, telegram, cablegram or other form of wire or wireless
communication, or personal delivery or other form of communication authorized
under the circumstances by the Act, and shall be called by the Chief Executive
Officer or the Secretary in like manner and on like notice on the written
request of any two (2) or more members of the Board. Such notice shall state the
time, date and place of such meeting, but need not describe the purpose of the
meeting. Any such special meeting shall be held at such time and place as shall
be stated in the notice of the meeting.

         Section 9. GENERAL PROVISIONS REGARDING NOTICE AND WAIVER. Except as
otherwise expressly provided in this Article II, matters relating to notice to
directors and waiver of notice by directors shall be governed by the provisions
of Article IV of these Bylaws.

         Section 10. QUORUM. At all meetings of the Board, unless otherwise
provided in the Articles of Incorporation or other provisions of these Bylaws,
the presence of a majority of the Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum a majority of the Directors
present at any meeting may adjourn from time to time until a quorum is obtained.
Notice of the time and place of any adjourned meeting need only be given by
announcement at the meeting at which adjournment is taken.

         Section 11. MANNER OF ACTING. Except as expressly otherwise provided by
the Articles of Incorporation or other provisions of these Bylaws, 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. A director who is present at a meeting when
corporate action is taken is deemed to have assented to the action unless:

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

         (2)      His dissent or abstention from the action taken is entered in
                  the minutes of the meeting and his reason(s) for abstention is
                  submitted in writing to the Board.

         Section 12. COMMITTEES.

         (a)      Except as otherwise provided by the Articles of Incorporation,
the Board may create one or more committees and appoint members of the Board to
serve on them. Each committee may have two or more members, who serve at the
pleasure of the Board.

         (b)      The provisions of these Bylaws and of the Act which govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board, shall apply as well to committees created
under this Section 12 and their members.

         (c)      To the extent specified by the Articles of Incorporation,
these Bylaws and the resolution of the Board creating such committee, each
committee may exercise the authority of the Board, provided that a committee may
not:


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                  (1)      Approve, or propose to shareholders for approval,
         action required by the Act to be approved by shareholders;

                  (2)      Fill vacancies on the Board or on any of its
         committees;

                  (3)      Authorize or approve the reacquisition of shares
         unless pursuant to a general formula or method specified by the Board
         of Directors;

                  (4)      Adopt, amend, or repeal Bylaws; or

                  (5)      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.

         Section 13. ACTION WITHOUT FORMAL MEETING. Except as expressly
otherwise provided in the Articles of Incorporation, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if written consent thereto (which may take the
form of one or more counterparts) is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee. A consent executed in
accordance herewith has the effect of a meeting vote and may be described as
such in any document.

         Section 14. CONFERENCE CALL MEETINGS. Members of the Board, or any
committee of the Board, may participate in a meeting of the Board or committee
by means of conference, telephone or similar communications equipment by means
of which all persons participating in the meeting can simultaneously hear each
other during the meeting, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.

                                   ARTICLE III

                                    OFFICERS

         Section 1. GENERALLY. The Board shall from time to time elect or
appoint such officers as it shall deem necessary or appropriate to the
management and operation of the Corporation, which officers shall hold their
offices for such terms as shall be determined by the Board and shall exercise
such powers and perform such duties as are specified in these Bylaws or in a
resolution of the Board. Except as specifically otherwise provided in
resolutions of the Board, the following requirements shall apply to election or
appointment of officers:

         (a) The Corporation shall have, at a minimum, the following
officers, which offices shall bear the titles designated therefor by resolution
of the Board, but in the absence of such designation shall bear the titles set
forth below:

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<TABLE>
<CAPTION>
                         Office                          Title
                         ------                          -----

                <S>                                      <C>
                Chairman of the Board                    Chairman

                Chief Executive Officer                  President

                Chief Financial Officer                  Treasurer

                Secretary                                Secretary
</TABLE>

         (b)      All officers of the Corporation shall serve at the pleasure of
the Board, and in the absence of specification otherwise in a resolution of the
Board, each officer shall be elected to serve until the next succeeding annual
meeting of the Board and the election and qualification of his successor,
subject to his earlier death, resignation or removal.

         (c)      Any person may hold two or more offices simultaneously, and no
officer need be a shareholder of the Corporation.

         (d)      If so provided by resolution of the Board, any officer may be
delegated the authority to appoint one or more officers or assistant officers,
which appointed officers or assistant officers shall have the duties and powers
specified in the resolution of the Board.

         Section 2. COMPENSATION. The salaries of the officers of the
Corporation shall be fixed by the Board, except that the Board may delegate to
any officer or officers the power to fix the compensation of any other officer.

         Section 3. VACANCIES. A vacancy in any office, because of resignation,
removal or death may be filled by the Board for the unexpired portion of the
term, or if so provided by resolution of the Board, by an officer of the
Corporation to whom has been delegated the authority to appoint the holder of
such vacated office.

         Section 4. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall, when present, preside at all meetings of the shareholders and
the Board, either annual or special. The Chairman shall assist the Board in the
formulation of policies to be pursued by the executive management of the
Corporation, and he shall study and make reports and recommendations with
respect to major problems, policies, and activities of the Corporation, and it
shall be his responsibility to see that the policy established by the Board is
carried into effect by the executive officers. The Chairman may sign and deliver
on behalf of the Corporation any deed, mortgages, bonds, contracts, powers of
attorney, or other instruments which the Board have authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law to be otherwise signed or executed, and
he shall perform such other duties as may be prescribed by the Board from time
to time.


<PAGE>

         Section 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
have such title or titles designated by the Board and shall be the principal
executive officer of the Corporation. Subject to the control of the Board, the
Chief Executive Officer shall in general manage, supervise and control all of
the business and affairs of the Corporation. He shall, when present, preside at
all meetings of all of the stockholders. He may sign, individually or in
conjunction with any other proper officer of the Corporation thereunto
authorized by the Board, certificates for shares of the Corporation, any deeds,
mortgages, bonds, policies of insurance, contracts, investment certificates, or
other instruments which the Board has authorized to be executed, except in cases
where the execution thereof shall be expressly delegated by the Board or by the
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of the Chief Executive Officer of the Corporation
and such other duties as may be prescribed by the Board from time to time.

         Section 6. SECRETARY. The Secretary may be designated by any such title
as determined by resolution of the Board, and shall: (a) attend and keep the
Minutes of the shareholders' meetings and of the Board's meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as otherwise required by law
or the provisions of the Articles of Incorporation; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) maintain, or cause an
agent designated by the Board to maintain, a record of the Corporation's
shareholders in a form that permits the preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares, showing
the number and class of shares held by each; (e) have general charge of the
stock transfer books of the Corporation or responsibility for supervision, on
behalf of the Corporation, of any agent to which stock transfer responsibility
has been delegated by the Board; (f) have responsibility for the custody,
maintenance and preservation of those corporate records which the Corporation is
required by the Act or otherwise to create, maintain or preserve; (g) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Board.

        Section 7. THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer,
unless otherwise determined by the Board, shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation; receive and
give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected by the Board;
and (b) in general perform all the duties incident to the office of Chief
Financial Officer and such other duties as from time to time may be assigned by
the Board.

         Section 8. DEPUTY OFFICERS. The Board may create one or more deputy
officers whose duties shall be, among any other designated thereto by the Board,
to perform the duties of the officer to which such office has been deputized in
the event of the unavailability, death or inability or refusal of such officer
to act. Deputy officers may hold such titles as designated therefor by the
Board; however, any office designated with the prefix "Vice" or "Deputy" shall
be, unless otherwise specified by resolution of the Board, automatically a
deputy officer to the


<PAGE>
office with the title of which the prefix term is conjoined. Deputy officers
shall have such other duties as prescribed by the Board from time to time.

         Section 9. ASSISTANT OFFICERS. The Board may appoint one or more
officers who shall be assistants to principal officers of the Corporation, or
their deputies, and who shall have such duties as shall be delegated to such
assistant officers by the Board or such principal officers, including the
authority to perform such functions of those principal officers in the place of
and with full authority of such principal officers as shall be designated by the
Board or (if so authorized) by such principal officers. The Board may by
resolution authorize appointment of assistant officers by those principal
officers to which such appointed officers will serve as assistants.

                                   ARTICLE IV

                      GENERAL PROVISIONS REGARDING NOTICES

         Section 1. NOTICES. Except as otherwise provided in the Articles of
Incorporation or these Bylaws, or as otherwise required by applicable law:

         (a)      Any notice required by these Bylaws or by law shall be in
writing unless oral notice is reasonable under the circumstances.

         (b)      Notice may be communicated in person, by telephone, telegraph,
teletype, or other form of electronic communication or by mail.

         (c)      Written notice by the Corporation to any shareholder is
effective when deposited in the mail, if mailed with first-class postage prepaid
and correctly addressed to the shareholder's address shown in the Corporation's
current stock transfer books; provided that it may utilize a class of mail other
than first class if the notice of the meeting is mailed, with adequate postage
prepaid, not less than 30 days before the date of the meeting.

         (d)      Written notice to the Corporation may be addressed to its
registered agent at its registered office or to the Corporation or its Secretary
at its principal office shown in its most recent annual registration with the
Secretary of State.

         (e)      Except as provided in subsection (c) of this Section 1,
written notice, if in a comprehensible form, is effective at the earliest of the
following:

                  (1)      When received;

                  (2)      Five days after its deposit in the mail, as evidenced
         by the postmark, if mailed with first-class postage prepaid and
         correctly addressed; or

                  (3)      On the date shown on the return receipt, if sent by
         registered or certified mail, return receipt requested, and the receipt
         is signed by or on behalf of the addressee.
<PAGE>

         (f)      Oral notice is effective when communicated if communicated
directly to the person to be notified in a comprehensible manner.

         (g)      In calculating time periods for notice under these Bylaws,
when a period of time measured in days, weeks, months, years, or other
measurement of time is prescribed for the exercise of any privilege or the
discharge of any duty, the first day shall not be counted but the last day shall
be counted.

         Section 2. WAIVER OF NOTICE. Except as otherwise provided or required
by the Articles of Incorporation, these Bylaws or applicable law:

         (a)      A shareholder may waive any notice required to be given to
such shareholder, 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 Corporation's corporate records.

         (b)      A shareholder's attendance at a meeting:

                  (1)      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; and

                  (2)      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.

         (c)      Neither the business transacted nor the purpose of the meeting
need be specified in the waiver, except that any waiver by a shareholder of
the notice of a meeting of shareholders with respect to an amendment of the
Articles of Incorporation, a plan of merger or share exchange, a sale of
assets or any other action which would entitle the shareholder to exercise
statutory dissenter's rights under the Act and obtain payment for his shares
shall not be effective unless:

                  (1)      Prior to the execution of the waiver, the shareholder
         shall have been furnished the same material that under the Act would
         have been required to be sent to the shareholder in a notice of the
         meeting, including notice of any applicable dissenters' rights as
         provided in the Act; or

                  (2)      The waiver expressly waives the right to receive the
         material required to be furnished.

         (d)      A director may waive any notice required to be given to such
director by the Act, the Articles of Incorporation, or these Bylaws before or
after the date and time stated in the notice. Except as provided by subsection
(e) of this Section 2, the waiver must be in writing, signed by the director
entitled to the notice, and delivered to the Corporation for inclusion in the
minutes or filing with the Corporation's corporate records.


<PAGE>

         (e)      A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless the director at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.

                                    ARTICLE V

                             SHAREHOLDERS' MEETINGS

         Section 1. PLACE OF MEETING. The Board may designate any place within
or outside the State of Florida as the place of meeting for any annual or
special shareholders' meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place within or outside the
State of Florida as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be the principal office of the Corporation.

         Section 2. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the third Thursday in October of each year, if not a legal holiday
(and if such is a legal holiday, then on the next following business day not a
legal holiday), at such time and place as the Board shall determine, at which
time the shareholders shall elect a Board and transact such other business as
may be properly brought before the meeting. Notwithstanding the foregoing, the
Board may cause the annual meeting of shareholders to be held on such other date
in any year as the Board shall determine to be in the best interests of the
Corporation, and any business transacted at that meeting shall have the same
validity as if transacted on the date designated herein. If an annual meeting is
not held within any 13-month period, the circuit court of the circuit in which
the principal office of the Corporation is located may, on application of any
shareholder, summarily order a meeting to be held.

         Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, except to the extent otherwise prescribed by statute or
the Articles of Incorporation, may be called by the Chief Executive Officer, or
by the presiding officer of the Board, if any. The Chief Executive Officer or
the Secretary shall call a special meeting when: (1) requested in writing by any
three or more of the directors; or (2) requested in writing by shareholders
owning not less than twenty percent (20%) of all shares entitled to vote. Any
such written request shall be signed and dated and shall state the purpose or
purposes of the proposed meeting.

         Section 4.  NOTICE TO SHAREHOLDERS.

         (a)      Except as otherwise specifically provided in this Section 4,
requirements with respect to the giving of notice and waiver of notice shall be
governed by the provisions of Article IV of these Bylaws.


<PAGE>

         (b)      The Corporation shall give notice to each shareholder entitled
to vote thereat of the date, time and place of each annual and special
shareholders' meeting not less than ten (10) nor more than sixty (60) days
before the meeting date.

         (c)      Unless otherwise required by the Act with respect to meetings
at which specified actions will be considered (including but not limited to
mergers, certain share exchanges, certain asset sales by the Corporation, and
dissolution of the Corporation), notice of an annual meeting need not contain a
description of the purpose or purposes for which the meeting is called.

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

         (e)      Unless a new record date is set (or is required by law or by
the terms of these Bylaws to be set) therefor, notice of the date, time and
place of any adjourned meeting need not be given otherwise than by the
announcement at the meeting before adjournment. If a new record date for the
adjourned meeting is or must be fixed, however, notice of the adjourned meeting
must be given in accordance with these Bylaws as if such adjourned meeting were
a newly-called meeting.

         (f)      If any corporate action proposed to be considered at a meeting
of shareholders would or might give rise to statutory dissenters' rights under
the Act, the notice of such meeting shall state that the meeting is to include
consideration of such proposed corporate action, and that the consummation of
such action will or might give rise to such dissenters' rights, and shall
include the description of such statutory dissenters' rights required by the
Act.

         Section 5. FIXING OF RECORD DATE.

         (a)      For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or shareholders entitled to demand
a special meeting of shareholders, or shareholders entitled to take any other
action, the Board may fix in advance (but not retroactively from the date the
Board takes such action) a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70) days prior
to the meeting or action requiring such determination of shareholders. If no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, the close of business on the last
business day before the first notice of such meeting is delivered to
shareholders shall be the record date. If no record date is fixed for
determining shareholders entitled to take action without a meeting, the date the
first shareholder signs the consent shall be the record date for such purpose.
If no record date is fixed for determining shareholders entitled to demand a
special meeting, or to take other action, the date of receipt of notice by the
Corporation of demand for such meeting, or the date on which such other action
is to be taken by the shareholders, shall be the record date for such purpose.

         (b)      A separate record date may be established for each voting
group entitled to vote separately on a matter at a meeting.


<PAGE>

         (c)      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 meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting, in which event, a new record date shall be set.

         (d)      For the purpose of determining shareholders entitled to a
distribution by the Corporation (other than one involving a purchase, redemption
or other acquisition of the Corporation's shares), the record date shall be the
date fixed for such purpose by the Board, or if the Board does not fix such a
date, the date on which the Board authorizes such distribution.

         Section 6. QUORUM AND VOTING REQUIREMENTS.

         (a)      Except as otherwise provided by the Articles of Incorporation
                  or the Act:

                  (i)      A "voting group" with respect to any given matter
                           means all shares of one or more class or series
                           which, under the Articles of Incorporation or the
                           Act, are entitled to vote and be counted together
                           collectively on that matter, and unless specified
                           otherwise in the Articles of Incorporation, the Act
                           or these Bylaws, all shares entitled to vote on a
                           given matter shall be deemed to be a single voting
                           group for purposes of that matter.

                  (ii)     Except as provided for in the Articles of
                           Incorporation, each outstanding share is entitled to
                           one vote on each matter voted on at a shareholders'
                           meeting.

                  (iii)    A majority of the votes entitled to be cast on the
                           matter by a voting group constitutes a quorum of that
                           voting group for action on that matter.

                  (iv)     The presence of a quorum of each voting group
                           entitled to vote thereon shall be the requisite for
                           transaction of business on a given matter.

                  (v)      Action on a matter other than election of directors
                           is approved by a voting group if a quorum of such
                           voting group exists and the number of votes cast
                           within such voting group in favor of such action
                           exceeds the number of votes cast within such voting
                           group against such action.

                  (vi)     Except as otherwise provided in these Bylaws, all
                           shares entitled to vote for election of directors
                           shall vote thereon as a single voting group, and
                           directors shall be elected by a plurality of votes
                           cast by shares entitled to vote in the election in a
                           meeting at which a quorum of such voting group is
                           present.

         (b)      Once a share is represented for any purpose other than solely
to object to holding a meeting or transacting business at the 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 is required by law
or these Bylaws to be, set for that adjourned meeting.

<PAGE>

         (c)      If a quorum for transaction of business shall not be present
at a meeting of shareholders, the shareholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting stock shall be present. No notice
other than announcements at the meeting before adjournment shall be required of
the new date, time or place of the adjourned meeting, unless a new record date
for such adjourned meeting is, or is required by law or these Bylaws to be,
fixed. At such adjourned meeting (for which no new record date is, or is
required to be, set) at which a quorum shall be present in person or by proxy,
any business may be transacted that might have been transacted at the meeting
originally called.

         Section 7. PROXIES. At every meeting of the shareholders, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be: (i) effective unless given in writing and signed,
either personally by the shareholder or his attorney-in-fact; (ii) effective
until received by the Secretary or other officer or agent authorized to tabulate
votes; or (iii) valid after eleven months from its date, unless said proxy
expressly provides for a longer period.

         Section 8. ACTION OF SHAREHOLDERS WITHOUT A MEETING. Unless otherwise
provided in the Articles of Incorporation, any action required or permitted to
be taken at any annual or special meeting of shareholders of the Corporation,
may be taken without a meeting, 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 outstanding stock of each voting group entitled to vote thereon
having not less than the minimum number of votes with respect to each voting
group that would be necessary to authorize or take such action at a meeting at
which all voting groups and shares entitled to vote thereon were present and
voted.

         Within 10 days after obtaining such authorization by written consent,
notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be such for
which dissenters rights are provided under Florida law, the notice shall contain
a clear statement of the right of shareholders dissenting therefrom to be paid
the fair value of their shares upon compliance with further provisions of
Florida law regarding the rights of dissenting shareholders.

                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 1. ACTION BY PERSONS OTHER THAN THE CORPORATION. Under the
circumstances prescribed in Sections 3 and 4 of this Article, the Corporation
shall indemnify any person who was or is a party to any, threatened, pending or
completed action, suit or other type of proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal (other than an
action by or in the right of the Corporation) by reason of the fact that he 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 expenses (including attorney's fees),


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judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
including any appeal thereof, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, 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.

         Section 2. ACTIONS BY OR IN THE NAME OF THE CORPORATION. Under the
circumstances prescribed in Sections 3 and 4 of this Article, the Corporation
shall indemnify and hold harmless any person who was or is a party to any,
threatened, pending or completed action, suit or other type of proceeding,
whether civil, criminal, administrative or investigative, and whether formal or
informal, 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, 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 expenses (including attorney's
fees) and amounts paid in settlement not exceeding, in the judgment of the Board
of Directors, the estimated expense of litigating the action, suit or proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such action, suit or 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 in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation, unless and only to the extent that, the court in
which such action, suit or proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

         Section 3. SUCCESSFUL DEFENSE. 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 action, suit or proceeding referred to in Sections 1
and 2 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.

         Section 4. AUTHORIZATION OF INDEMNIFICATION. Except as provided in
Section 3 of this Article and except as may be ordered by a court, any
indemnification under Sections 1 and 2 of this Article 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 met the applicable standard of conduct set forth in
Sections 1 and 2. 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 action, suit or proceeding;
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         (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 a party may participate) consisting solely of two or more
directors not at the time parties to the action, suit or proceeding;

         (c)      by independent legal counsel (i) selected by the Board of
Directors prescribed in paragraph (a) of this Section or the committee
prescribed in paragraph (b) of this Section; or (ii) if a quorum of the
directors cannot be obtained for paragraph (a) of this Section and the committee
cannot be designated under paragraph (b) of this Section, selected by a majority
vote of the full Board of Directors (in which directors who are a party may
participate); or

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

         Section 5. REASONABLENESS OF EXPENSES. 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 Section 4(c) shall evaluate the reasonableness of expenses and may
authorize indemnification.

         Section 6. PREPAYMENT OF EXPENSES. Expenses incurred by a director or
officer in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the Board of Directors deems appropriate.

         Section 7. NON-EXCLUSIVE RIGHT. The indemnification and advancement of
expenses provided by this Article 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. 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;


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         (c)      In the case of a director, a circumstance under which the
liability provisions of Florida Business Corporation Act ss. 607.0834 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.

         (e)      Recklessness or an act or omission which was committed in bad
faith or with malicious purpose or in a manner exhibiting wanton and willful
disregard of human rights, safety or property in a proceeding by or in the right
of someone other than the Corporation or a shareholder.

         Section 8. SUCCESSORS. Indemnification and advancement of expenses as
provided in this Article 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.

         Section 9. JUDICIAL DETERMINATION. Unless the Articles of Incorporation
provide otherwise, 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 Section 3, in which case the court shall also
order the Corporation to pay the director 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 virtue of the exercise
by the Corporation of its power pursuant to Section 7; 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 Section 1, Section 2 or Section 7.

         Section 10. INSURANCE. The Corporation may 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

<PAGE>
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 Article.

         Section 11. INFORMATION TO SHAREHOLDERS. If any expenses or other
amounts are paid by way of indemnification, 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
amount paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.

                                   ARTICLE VII

                                  FISCAL YEAR

        The fiscal year of the Corporation shall be established by the Board or,
in the absence of Board action establishing such fiscal year, by the Chief
Executive Officer.

                                  ARTICLE VIII

                                 CAPITAL STOCK

         Section 1. FORM.

         (a)      Except as otherwise provided for in paragraph (b) of this
Section 1, the interest of each shareholder shall be evidenced by a certificate
representing shares of stock of the Corporation, which shall be in such form as
the Board may from time to time adopt and shall be numbered and shall be entered
in the books of the Corporation as they are issued. Each certificate shall
exhibit the holder's name, the number of shares and class of shares and series,
if any, represented thereby, the name of the Corporation, a statement that the
Corporation is organized under the laws of the State of Florida, the par value
of each share or a statement that the shares are without par value and a summary
of 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) or a statement that the Corporation will furnish
the shareholder a full statement of this information on request and without
charge. Each certificate shall be signed by one or more officers of the
Corporation specified by resolution of the Board, but in the absence of such
specifications, shall be valid if executed by the Chief Executive Officer or any
Deputy or Assistant thereto, and such execution is countersigned by the
Secretary, or any Deputy or Assistant thereto. Each stock certificate may but
need not be sealed with the seal of the Corporation.

<PAGE>

         (b)      If authorized by resolution of the Board, the Corporation may
issue some or all of the shares of any or all of its classes or series without
certificates. The issuance of such shares shall not affect shares already
represented by certificates until they are surrendered to the Corporation.
Within a reasonable time after the issuance or transfer of any shares not
represented by certificates, the Corporation shall send to the holder of such
shares a written statement setting forth, with respect to such shares (i) the
name of the Corporation as issuer and the Corporation's state of incorporation,
(ii) the name of the person to whom such shares are issued, (iii) the number of
shares and class of shares and series, if any, and (iv) the terms of any
restrictions on transfer which, were such shares represented by a stock
certificate would be required to be noted on such certificate, by law, by the
Articles of Incorporation or these Bylaws, or by any legal agreement among the
shareholders of the Corporation.

         Section 2. TRANSFER. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate, or, in the case of
shares not represented by certificates, the person named in the Corporation's
stock transfer records as the owner of such shares, or, in either case, by
attorney lawfully constituted in writing. In addition, with respect to shares
represented by certificates, transfers shall be made only upon surrender of the
certificate therefor, or in the case of a certificate alleged to have been lost,
stolen or destroyed, upon compliance with the provisions of Section 4, Article
VIII of these Bylaws.

         Section 3. RIGHTS OF HOLDER. The Corporation shall be entitled to treat
the holder of record of any share of the Corporation as the person entitled to
vote such share (to the extent such share is entitled to vote), to receive any
distribution with respect to such share, and for all other purposes and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.

         Section 4. LOST OR DESTROYED CERTIFICATES. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board may require and shall if the
Board so requires, give the Corporation a bond of indemnity in the form and
amount and with one or more sureties satisfactory to the Board, whereupon an
appropriate new certificate may be issued in lieu of the one alleged to have
been lost, stolen or destroyed.

                                   ARTICLE IX

                                      SEAL

         The corporate seal shall be in such form as shall be specified in the
minutes of the organizational meeting of the Corporation, or as the Board may
from time to time determine.


<PAGE>

                                    ARTICLE X

                                   AMENDMENTS

         Except as provided by the Articles of Incorporation or by applicable
law, any or all of these Bylaws may be altered, amended, or repealed and new
Bylaws may be adopted by: (1) a vote of the Board of Directors, unless
shareholders, in amending or repealing the Bylaws generally or a particular
Bylaw provision, provides expressly that the Board of Directors may not alter,
amend or repeal the Bylaws or that particular Bylaw provision, or (2) by vote of
the shareholders at any meeting.