SECOND AMENDED AND RESTATED BY-LAWS

                                       OF

                               NOVOSTE CORPORATION


                                    ARTICLE I

                 ARTICLES OF INCORPORATION AND PROVISIONS OF LAW

          These By-Laws, the powers of the Corporation and of its directors and
shareholders and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are provided by law or set forth in the Amended and Restated
Articles of Incorporation ("Articles of Incorporation"). All references herein
to the Articles of Incorporation shall be construed to mean the Articles of
Incorporation of the Corporation as from time to time amended.

                                   ARTICLE II

                                     OFFICES

          SECTION 2.01. Principal Office. The principal office of the
Corporation shall be located in the City of Norcross in the State of Georgia or
such other place within or without the State of Georgia as may be determined by
the Board of Directors from time to time.

          SECTION 2.02. Other Offices. The Corporation may also have an office
or offices at such other place or places either within or without the State of
Florida as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE III

                            MEETINGS OF SHAREHOLDERS

          SECTION 3.01. Place of Meetings. All meetings of the shareholders of
the Corporation shall be held at the principal office of the Corporation or at
such other place, within or without 
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the State of Florida, as shall be fixed by the Board of Directors and specified
in the respective notices or waivers of notice of said meetings.

          SECTION 3.02. Annual Meetings. The annual meeting of the shareholders
(the "Annual Meeting") for the election of directors and for the transaction of
such other business as may come before the meeting shall be held at 10:00
o'clock in the forenoon, local time, on the first Wednesday in May of each year,
if not a legal holiday, and, if a legal holiday, then on the next succeeding
business day not a legal holiday. If the Annual Meeting is not held on the day
herein provided therefor, the Board of Directors in its discretion may fix
another date thereafter for the holding of such Annual Meeting. The purposes for
which an Annual Meeting is to be held, in addition to those prescribed by law or
these By-Laws, may be specified by a majority of the Board of Directors, the
Chairman, the President or a shareholder or shareholders holding of record at
least ten percent (10%) in voting power of the outstanding shares of the
Corporation entitled to vote at such meeting.

          SECTION 3.03. Special Meetings. A special meeting of the shareholders
for any purpose or purposes, unless otherwise prescribed by statute, may be
called at any time by the President, the Chairman, by order of the Board of
Directors or by a shareholder or shareholders holding of record at least ten
percent (10%) in voting power of the outstanding shares of the Corporation
entitled to vote at such meeting. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice of meeting
therefor.

          SECTION 3.04. Notice of Meetings. Notice of each meeting of the
shareholders shall be given to each shareholder of record entitled to vote at
such meeting at least ten (10) days but not more than seventy (70) days before
the day on which meeting is to be held. Such notice shall be given by delivering
a written or printed notice thereof personally or by mail. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, addressed to the shareholder at the post office address of such
shareholder as it appears upon the stock record books of the Corporation, or at
such other address as such shareholder shall have provided to the Corporation
for such purpose. No publication of any notice of a meeting of shareholders
shall be required. Every such notice shall state the time and place of the
meeting, and, in case of a special meeting, shall state the purpose or purposes
thereof. Notice of any meeting of shareholders shall not be required to be given
to any shareholder 


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who shall attend such meeting in person or by proxy or who shall waive notice
thereof in the manner hereinafter provided. Notice of any adjourned meeting of
the shareholders shall not be required to be given.

          SECTION 3.05. Quorum. At each meeting of the shareholders, a majority
of the outstanding shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum for the transaction of business.
In the absence of a quorum, a majority of the shares so represented at such
meeting, or, in the absence of all the shareholders entitled to vote, any
officer entitled to preside or to act as secretary at such meeting, may adjourn
the meeting from time to time without further notice. At any such adjourned
meeting at which a quorum shall be presented or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The absence from any meeting of shareholders holding a sufficient
number of shares required for action on any given matter shall not prevent
action at such meeting upon any other matter or matters which properly come
before the meeting, if shareholders holding a sufficient number of shares
required for action on such other matter or matters shall be present. The
shareholders present or presented at any duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

          SECTION 3.06. Voting. Each shareholder of the Corporation shall,
whether the voting is by one or more classes voting separately or by two or more
classes voting as one class, be entitled to one vote in person or by proxy for
each share of the Corporation registered in the name of the shareholder on the
books of the Corporation. The Corporation shall not vote directly or indirectly
any shares held in its own name. Any vote of shares may be given by the
shareholder entitled to vote such shares in person or by proxy appointed by an
instrument in writing. At all meetings of the shareholders at which a quorum is
present, all matters (except where other provision is made by law or by these
By-Laws) shall be decided by the affirmative vote of holders of a majority of
the shares present in person or represented by proxy and entitled to vote
thereat.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

          SECTION 4.01. General Powers. The property, affairs and business of
the Corporation shall be managed by the Board of Directors, and the Board shall
have, and may exercise, all of the 


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powers of the Corporation, except such as are conferred by these By-Laws upon
the shareholders.

          SECTION 4.02 Number, Classes, Vacancies and Terms of Office.

               a. The number of directors of the Corporation constituting the
entire Board of Directors shall be not less than six or more than twelve. The
Board of Directors shall determine from time to time the number of directors who
shall constitute the entire Board of Directors. Any such determination made by
the Board of Directors shall continue in effect unless and until changed by the
Board of Directors, but no such changes shall affect the term of any directors
then in office. No director need be a shareholder.

               b. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III, the number of and class for each director to be
determined by the Board of Directors (with the number of directors in each class
being as nearly equal as possible). No class shall include less than two nor
more than four directors. Any vacancy on the Board of Directors that results
from an increase in the number of directors and any other vacancy on the Board
may be filled by the affirmative vote of a majority of the remaining directors
then in office whether or not a quorum is present, or by the affirmative vote of
the holders of a majority of the shares of capital stock present in person or
represented by proxy at a duly convened meeting of shareholders (excluding for
purposes of calculating the number of votes cast, broker non-votes and
abstentions). Any increase or decrease in the number of directors shall be so
apportioned among the classes as to make all classes as nearly equal in number
as possible. Directors elected to fill a newly created directorship or other
vacancies shall be classified and hold office as provided by statute.

               c. The terms of office of the respective classes of directors
initially classified shall be as follows: (1) Class I shall expire at the Annual
Meeting of shareholders to be held in 1997; (2) Class II shall expire at the
Annual Meeting of shareholders to be held in 1998; and (3) Class III shall
expire at the Annual Meeting of shareholders to be held in 1999. At each Annual
Meeting of shareholders after the aforementioned initial classification, the
successors to directors whose terms shall then expire shall be elected to serve
from the time of election and qualification until the third Annual Meeting
following election and until a successor shall have been duly elected and shall
have qualified.


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          SECTION 4.03. Election of Directors. Subject to any provisions in the
Articles of Incorporation providing for cumulative voting, at each meeting of
the shareholders for the election of directors at which a quorum is present, the
persons receiving the greatest number of votes shall be the directors, and each
shareholder entitled to vote at such election shall have a right to vote, in
person or represented by proxy, for as many nominees as the number of directors
in such class as determined by the Board of Directors and to cast for each such
nominee as many votes as the number of shares which such shareholder is entitled
to vote, without the right to cumulate such votes.

          SECTION 4.04. Quorum and Manner of Acting. A majority of the total of
the number of directors at the time in office shall constitute a quorum for the
transaction of business at any meeting, and except as otherwise provided by
these By-Laws, the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present may adjourn any meeting
from time to time without further notice until a quorum be had. The directors
shall act only as a Board, and the individual directors shall have no power as
such.

          SECTION 4.05. Place of Meetings. The Board of Directors may hold its
meetings at any place within or without the State of Florida as it may from time
to time determine or shall be specified or fixed in the respective notices or
waivers or notice thereof.

          SECTION 4.06. Annual Meetings. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each annual election of directors
on the same day and at the same place at which such election of directors was
held. Notice of such meeting need not be given. Such meeting may be held at any
other time or place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors or in a consent and
waiver of notice thereof signed by all the directors.

          SECTION 4.07. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time by vote determine. If any day fixed for a regular meeting shall be
a legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at the same hour on the
next succeeding business day not a legal holiday. Notice of regular meetings
need not be given.



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          SECTION 4.08. Special Meetings; Notice. Special meetings of the Board
of Directors shall be held whenever called by the President or Chairman or by
not less than twenty-five percent (25%) of the member of the Board of Directors.
Notice of each such meeting shall be given by, or at the order of, the Secretary
or the person calling the meeting to each director by mailing the same addressed
to the director's residence or usual place of business, or personally by
delivery or by telegraph, cable or telephone, at least two (2) days before the
day on which the meeting is to be held. Every such notice shall state the time
and place of the meeting but need not state the purpose thereof except as
otherwise in these By-Laws expressly provided.

          SECTION 4.09 Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

          SECTION 4.10. Telephone Meetings. Meetings of the Board of Directors,
regular or special, may be held by means of a telephone conference circuit and
connection to such circuit shall constitute presence at such meeting.

          SECTION 4.11. Removal of Directors. Any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding shares entitled to
vote for the election of directors of the Corporation given at a special meeting
of the shareholders called and held for the purpose.

          SECTION 4.12. Resignation. Any director of the Corporation may resign
at any time by giving written notice to the Board of Directors or to the
Chairman of the Board or to the Secretary of the Corporation. The resignation of
any director shall take effect at the 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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          SECTION 4.13. Limitation of Director Liability.

               a. No director shall be personally liable for monetary damages to
the Corporation or any other person for any statement, vote, decision, or
failure to act, regarding corporate management or policy, by a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the director's breach of, or failure to perform, those duties constitutes i) a
violation of the criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his conduct
was unlawful, ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly, iii) a circumstances under
which the liability provisions of Section 607.0834 of the Florida Business
Corporation Act are applicable, iv) in a proceeding by or in the right of the
Corporation to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the Corporation, or
willful misconduct, or v) in a proceeding by or in the right of someone other
than the Corporation or a shareholder, 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.

               b. For purposes of this Section 4.13, the term "recklessness"
means the action, or omission to act, in conscious disregard of a risk: (c)
known, or so obvious that it should have been known, to the director; and (d)
known to the director, or so obvious that it should have been known, to be so
great as to make it highly probable that harm would follow from such action or
omission.

                                    ARTICLE V

                                   COMMITTEES

          SECTION 5.01. Appointment. A majority of the full Board of Directors
by resolution may designate two or more of its members to constitute an
Executive Committee and one or more other committees to serve at the pleasure of
the Board of Directors. The designation of 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 by law.

          SECTION 5.02. Authority. A committee shall have and may exercise all
of the authority of the Board of Directors except to (a) the extent, if any,
that such authority shall be limited by the resolution of the Board of Directors
constituting such committee, 


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(b) approve or recommend to shareholders actions or proposals required by the
Florida Business Corporation Act to be approved by shareholders, (c) fill
vacancies on the Board of Directors or any committee thereof, (d) adopt, amend
or repeal these By-Laws, (e) authorize or approve the reacquisition of shares
unless pursuant to a general formula or method specified by the Board of
Directors, or (f) 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 of shareholders 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 5.03. Tenure and Qualifications. Each member of a committee
shall hold office until the next regular annual meeting of the Board of
Directors following designation and until a successor is designated as a member
of such committee and is elected and qualified or until the death or resignation
or removal of such member in the manner herein provided.

          SECTION 5.04. Meetings. Regular meetings of a committee may be held
without notice at such times and places as such committee may fix from time to
time by resolution. Special meetings of a committee may be called by any member
thereof upon not less than two (2) days' notice stating the place, date and hour
of the meeting, which notice may be written or oral, and if mailed, shall be
deemed to be delivered when deposited in the United States mail addressed to the
member of such committee at such member's business address. Any member of a
committee may waive notice of any meeting and no notice of any meeting need be
given to any member thereof who attends in person. The notice of a meeting of a
committee need not state the business proposed to be transacted at the meeting.
A majority of the full Board of Directors by resolution may designate one or
more directors as alternate members of any such committee who may act in the
place and stead of any absent member or members at any meeting of such
committee.

          SECTION 5.05. Telephone Meetings. Meetings of a committee may be held
by means of a telephone conference circuit and connection to such circuit shall
constitute attendance at such meeting.

          SECTION 5.06. Quorum. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting thereof, and
action of a committee shall be authorized by the affirmative vote of a majority
of the members present at a meeting at which a quorum is present.


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          SECTION 5.07. Vacancies. Any vacancy in a committee may be filled by a
resolution adopted by a majority of the full Board of Directors.

          SECTION 5.08. Resignations and Removal. Any member of a committee may
be removed at any time with or without cause by the affirmative vote of a
majority of the directors present at any meeting at which a quorum is present.
Any member of a committee may resign from a committee at any time by giving
written notice to the Board of Directors or to the Chairman of the Board or to
the Secretary of the Corporation. The resignation of any member of a committee
shall take effect at the time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

          SECTION 5.09. Procedure. A committee may elect a presiding officer
from its members and may fix its own rules of procedure which shall not be
inconsistent with these By-Laws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

                                   ARTICLE VI

                        WAIVER OF NOTICE; WRITTEN CONSENT

          SECTION 6.01. Waiver of Notice. Notice of the time, place and purpose
of any meeting of the shareholders, Board of Directors or a committee may be
waived in writing by any shareholder or director either before or after such
meeting. Attendance in person, or in case of a meeting of the shareholders, by
proxy, at a meeting of the shareholders, Board of Directors or a committee shall
be deemed to constitute a waiver of notice thereof.

          SECTION 6.02. Written Consent of Directors. Unless otherwise
restricted by the Articles of Incorporation or these ByLaws, any action required
or permitted to be taken at any meeting of the Board of Directors or a committee
may be taken without a meeting if a consent in writing, setting forth the action
so to be taken, shall be signed before or after such action by all of the
directors, or all of the members of such committee, as the case may be. Such
written consent shall be filed with the records of the Corporation.


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                                   ARTICLE VII

                                    OFFICERS

          SECTION 7.01. Number. The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary,
and such other officers as the Board of Directors may from time to time appoint,
including additional Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers. One person may hold the offices
and perform the duties of any two or more said officers.

          SECTION 7.02. Election, Qualification and Term of Office. Each officer
shall be elected annually by the Board of Directors, or from time to time to
fill any vacancy, and shall hold office until a successor shall have been duly
elected and qualified, or until the death, resignation or removal of such
officer in the manner hereinafter provided.

          SECTION 7.03. Removal. Any officer may be removed by the vote of a
majority of the whole Board of Directors at a special meeting called for the
purpose, whenever in the judgement of the Board of Directors the best interest
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the officer so removed. Election or
appointment of an officer or agent shall not of itself create contract status.

          SECTION 7.04. Resignation. Any officer may resign at any time by
giving written notice to the Board of Directors or to the Chairman, the
President or the Secretary. Any 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.

          SECTION 7.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

          SECTION 7.06. Chairman of the Board. The Chairman of the Board shall
be a director and shall preside at all meetings of the Board of Directors and
shareholders. Subject to determination by the Board of Directors, the Chairman
shall have general executive powers and such specific powers and duties as from
time to time may be conferred or assigned by the Board of Directors.

          SECTION 7.07. The President. The President shall be the chief
executive officer of the Corporation and shall have general direction of the
affairs of the Corporation. In addition, the President shall perform such other
duties and have such other 


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responsibilities as the Board of Directors may from time to time determine. In
the absence of the Chairman of the Board, the President shall preside at all
meetings of the shareholders.

          SECTION 7.08. The Vice Presidents. The Vice Presidents in the order
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 and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

          SECTION 7.09. The Vice President/Finance. The Vice President/Finance
shall have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all such funds to the credit of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these By-Laws; disburse the funds
of the Corporation under the general control of the Board of Directors, based
upon proper vouchers for such disbursements; receive, and give receipts for,
moneys due and payable to the Corporation from any source whatsoever, render a
statement of the condition of the finances of the Corporation at all regular
meetings of the Board of Directors, and a full financial report at the Annual
Meeting of shareholders, if called upon to do so; and render such further
statements to the Board of Directors, the Chairman and the President as they may
respectively require concerning all transactions as Vice President/Finance or
the financial condition of the Corporation. The Vice President/Finance shall
also have charge of the books and records of account of the Corporation, which
shall be kept at such office or offices of the Corporation as the Board of
Directors shall from time to time designate; be responsible for the keeping of
correct and adequate records of the assets, liabilities, business and
transactions of the Corporation; at all reasonable times exhibit the books and
records of account to any of the directors of the Corporation upon application
at the office of the Corporation where such books and records are kept; be
responsible for the preparation and filing of all reports and returns relating
to or based upon the books and records of the Corporation kept under the
direction of the Vice President/Finance; and, in general, perform all the duties
incident to the office of Vice President/Finance and such other duties as from
time to time may be assigned by the Board of Directors, the Chairman, or the
President.

          SECTION 7.10. The Secretary. The Secretary shall record or cause to be
recorded in books provided for the purpose all the proceedings of the meetings
of the Corporation, including the shareholders, the Board of Directors and all
committees of which a 


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secretary shall not have been appointed; shall see that all notices are duly
given in accordance with the provisions of these By-Laws and as required by law;
shall be custodian of the records (other than financial) and of the seal of the
Corporation; and in general, shall perform all duties incident as may, from time
to time, be assigned by the Board of Directors, the Chairman or the President.

          SECTION 7.11. The Assistant Secretaries. At the request, or in the
absence or disability of the Secretary, the Assistant Secretary designated by
the Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as may, from time to time,
be assigned by the Board of Directors, the Chairman, the President or the
Secretary.

          SECTION 7.12. The Treasurer and Assistant Treasurers. At the request,
or in the absence or disability of the Vice President/Finance, the Treasurer
designated by the Vice President/Finance or the Board of Directors shall perform
all the duties of the Vice President/Finance, and when so acting, shall have all
the powers of the Vice President/Finance. The Assistant Treasurers shall perform
such other duties as may, from time to time, be assigned by the Board of
Directors, the Chairman, the President or the Vice President/Finance.

          SECTION 7.13. General Powers. Each officer shall, subject to these
By-Laws, have, in addition to the duties and powers herein set forth, such
duties and powers as are commonly incident to the respective office, and such
duties and powers as the Board of Directors shall from time to time designate.

          SECTION 7.14. Bonding. Any officer, employee, agent or factor shall
give such bond with such surety or sureties for the faithful performance of his
or her duties as the Board of Directors may, from time to time, require.

                                  ARTICLE VIII

                                 INDEMNIFICATION

               a. Each person (including here and hereinafter, the heirs,
executors, administrators, or estate of such person) (a) who is or was a
director or officer of the Corporation, (b) who is or was an agent or employee
of the Corporation other than an officer and as to whom the Corporation has
agreed to grant such indemnity, or (c) who is or was serving at the request of
the Corporation as its representative in the position of a director, officer,
agent or 


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employee of another corporation, partnership, joint venture, trust or other
enterprise and as to whom the Corporation has agreed to grant such indemnity,
shall be indemnified by the Corporation as of right to the fullest extent
permitted or authorized by current or future legislation or by current or future
judicial or administrative decision (but, in the case of any such future
legislation or decision, only to the extent that it permits the Corporation to
provide broader indemnification rights than permitted prior to such legislation
or decision), against any fine, liability, cost or expense, including attorneys'
fees, asserted against him or incurred by him in his capacity as such director,
officer, agent, employee, or representative, or arising out of his status as
such director, which indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The Corporation may
maintain insurance, at its expense, to protect itself and any such person
against any such fine, liability, cost or expense, whether or not the
Corporation would have the legal power to directly indemnify him against such
liability.

               b. Costs, charges and expenses (including attorneys' fees)
incurred by a person referred to in a. of this Article VIII in defending a civil
or criminal suit, action or proceeding shall be paid by the Corporation in
advance of the final disposition thereof upon receipt, in the case of an officer
or director, of an undertaking to repay all amounts so advanced in the event it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized by this Article VIII, and upon
satisfaction of such other conditions as are required by current or future
legislation (but, with respect to future legislation, only to the extent that it
provides conditions less burdensome than those previously provided). Such costs,
charges and expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors may deem
appropriate.

               c. If this Article VIII or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each person described in a. of this
Article VIII to the fullest extent permitted by any applicable portion and to
the fullest extent permitted by law.


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                                   ARTICLE IX

                             EXECUTION OF DOCUMENTS

          SECTION 9.01. Contract, etc., How Executed. Unless the Board of
Directors shall otherwise determine, the (i) Chairman of the Board, President,
or any Vice President, and (ii) any other officer of the Corporation, acting
jointly, may enter into any contract or execute any contract or other
instrument, the execution of which is not otherwise specifically provided for,
in the name and on behalf of the Corporation. The Board of Directors, except as
in these By-Laws otherwise provided, may authorize any other or additional
officer or officers, agent or agents, of the Corporation to enter into any
contract or execute and deliver any contract or other instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances. Unless authorized so to do by these By-Laws or by the Board
of Directors, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement, or to pledge its credit, or
to render it liable pecuniarily for any purpose or to any amount.

          SECTION 9.02. Checks, Drafts, etc. All checks, drafts, bill of
exchange or other orders for the payment of money, obligations, notes, or other
evidences of indebtedness, bill of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer or
officers, employee or employees, of the Corporation as shall from time to time
be determined by resolution of the Board of Directors.

                                    ARTICLE X

                                BOOKS AND RECORDS

          SECTION 10.01. Place. The books and records of the Corporation,
including the stock record books, shall be kept at such places within or without
the State of Florida, as may from time to time be determined by the Board of
Directors.

          SECTION 10.02. Addresses of Shareholders. Each shareholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served upon or mailed, and if
any shareholder shall fail to designate such address, corporate notices may be
served by mail directed to the shareholder's last know post office address, or
by transmitting a notice thereof to such address by telegraph, cable, or
telephone.


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                                   ARTICLE XI

                            SHARES AND THEIR TRANSFER

          SECTION 11.01. Certificates for Shares. Every owner of shares of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by such owner in the Corporation and designating the class of
shares to which such shares belong, which shall otherwise be in such form, in
conformity to law, as the Board of Directors shall prescribe. Each such
certificate shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation.

          SECTION 11.02. Record. A record shall be kept of the name of the
person, firm or corporation owning the shares of the Corporation issued, the
number of shares represented by each certificate, and the date thereof, and, in
the case of cancellation, the date of cancellation. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.

          SECTION 11.03. Transfer of Shares. Transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by such holder's attorney thereunto authorized, and on the
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by a properly executed stock power.

          SECTION 11.04. Closing of Transfer Books; Record Dates. Insofar as
permitted by law, the Board of Directors may direct that the stock transfer
books of the Corporation be closed for a period not exceeding seventy (70) days
preceding the date of any meeting of shareholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of shares of the Corporation shall go into effect, or
for a period not exceeding seventy (70) days in connection with obtaining the
consent of shareholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of Directors may,
insofar as permitted by law, fix in advance a date, not exceeding seventy (70)
days preceding the date of any meeting of shareholders or the date for the
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of shares of the Corporation shall go into
effect, or a date in connection with obtaining such consent, as a record date
for the determination of the shareholders entitled to notice of, and to vote at,
any such meeting or any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any change, conversion or exchange of shares of the Corporation,
or to give such consent, and in each such case shareholders and only such
shareholders as shall be shareholders of record on the date so 


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fixed shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercisesuch rights or to give such consent, as the
case may be, notwithstanding any transfer of any shares on the books of the
Corporation after any such record date fixed as aforesaid.

          SECTION 11.05. Lost, Destroyed or Mutilated Certificates. In case of
the alleged loss or destruction or the mutilation of a certificate representing
shares of the Corporation, a new certificate may be issued in place thereof, in
the manner and upon such terms as the Board of Directors may prescribe.

                                   ARTICLE XII

                                      SEAL

          The Board of Directors may provide for a corporate seal which shall be
in the form of a circle and shall bear the name of the Corporation and the state
and year of incorporation.

                                  ARTICLE XIII

                                   FISCAL YEAR

          Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the year or other fiscal
period ending on the last day of December of each year.

                                   ARTICLE XIV

                                   AMENDMENTS

          All By-Laws of the Corporation shall be subject to alteration or
repeal, and new By-Laws may be adopted either by the vote of a majority of the
outstanding shares of the Corporation entitled to vote in respect thereof, or by
the vote of the Board of Directors, provided that in each case notice of the
proposed alteration or repeal or of the proposed new By-Laws be included in the
notice of the meeting at which such alteration, repeal or adoption is acted
upon, and provided further that any such action by the Board of Directors may be
changed by the shareholders, except that no such change shall affect the
validity of any actions theretofore taken pursuant to the By-Laws as altered,
repealed or adopted by the Board of Directors.


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