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                                                                     EXHIBIT 3.2











                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         PRECISION RESPONSE CORPORATION


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                                TABLE OF CONTENTS

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                                                                                                                 Page
                                                                                                                Number
                                                                                                                ------
<S>                        <C>                                                                                    <C>
ARTICLE I                  MEETINGS OF SHAREHOLDERS...............................................................1
         Section 1.        Annual Meeting.........................................................................1
         Section 2.        Special Meetings.......................................................................1
         Section 3.        Place..................................................................................1
         Section 4.        Notice.................................................................................1
         Section 5.        Manner of Notice.......................................................................2
         Section 6.        Notice of Adjourned Meetings...........................................................2
         Section 7.        Fixing of Record Date..................................................................2
         Section 8.        Shareholders' List For Meeting.........................................................3
         Section 9.        Shareholder Quorum and Voting..........................................................3
         Section 10.       Voting Entitlement of Shares...........................................................4
         Section 11.       Proxies................................................................................5
         Section 12.       Voting Trusts..........................................................................5
         Section 13.       Notice of Shareholder Business and Nominations.........................................5
                  (a)      Annual Meetings of Shareholders........................................................5
                  (b)      Special Meetings of Shareholders.......................................................6
                  (c)      General................................................................................7
         Section 14.       Shareholders' Agreements...............................................................7

ARTICLE II                 DIRECTORS..............................................................................7
         Section 1.        Function...............................................................................7
         Section 2.        Qualification..........................................................................7
         Section 3.        Compensation...........................................................................8
         Section 4.        Duties of Directors....................................................................8
         Section 5.        Presumption of Assent..................................................................8
         Section 6.        Number.................................................................................8
         Section 7.        Election...............................................................................9
         Section 8.        Term...................................................................................9
         Section 9.        Resignation............................................................................9
         Section 10.       Vacancies..............................................................................9
         Section 11.       Removal of Directors...................................................................9
         Section 12.       Quorum and Voting......................................................................9
         Section 13.       Conflicts of Interest..................................................................9
         Section 14.       Executive and Other Committees........................................................10
         Section 15.       Meetings..............................................................................11
         Section 16.       Notice of Meetings....................................................................11
         Section 17.       Waiver of Notice......................................................................11
         Section 18.       Action Without a Meeting..............................................................11
         Section 19.       Amendment by Board of Directors.......................................................12
</TABLE>



                                                      (i)


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<TABLE>
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<S>                        <C>                                                                                   <C>
ARTICLE III                OFFICERS..............................................................................12
         Section 1.        Officers..............................................................................12
         Section 2.        Powers and Duties.....................................................................12
         Section 3.        Delegation............................................................................13
         Section 4.        Resignation and Removal of Officers...................................................13
         Section 5.        Contract Rights.......................................................................14

ARTICLE IV                 STOCK CERTIFICATES....................................................................14
         Section 1.        Form and Content of Certificates......................................................14
         Section 2.        Transfer of Stock.....................................................................15
         Section 3.        Lost, Stolen or Destroyed Certificates................................................15

ARTICLE V                  BOOKS AND RECORDS.....................................................................15
         Section 1.        Corporate Records.....................................................................15
         Section 2.        Inspection of Records by Shareholders.................................................16
         Section 3.        Scope of Inspection Right.............................................................17
         Section 4.        Financial Statements for Shareholders.................................................17

ARTICLE VI                 DIVIDENDS.............................................................................17
         Section 1.        Distributions to Shareholders.........................................................17
         Section 2.        Share Dividends.......................................................................19

ARTICLE VII                CORPORATE SEAL........................................................................19

ARTICLE VIII               EXECUTION OF DOCUMENTS................................................................19

ARTICLE IX                 INDEMNIFICATION.......................................................................19

ARTICLE X                  AMENDMENT.............................................................................22
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                                      (ii)


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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         PRECISION RESPONSE CORPORATION

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS


SECTION 1.        ANNUAL MEETING.

         The annual meeting of the shareholders of this corporation shall be
held at the time and place designated by the Board of Directors of the
corporation. The annual meeting of shareholders for any calendar year shall be
held no later than thirteen months after the last preceding annual meeting of
shareholders. Business transacted at the annual meeting shall include the
election of directors of the corporation and any proper business as may come
before the meeting.

SECTION 2.        SPECIAL MEETINGS.

         Special meetings of the shareholders shall be held when directed by the
Board of Directors, or when a signed and dated written demand is delivered to
the secretary of the corporation by the holders of not less than fifty (50%)
percent of all votes entitled to be cast on any issue to be considered at the
proposed special meeting, describing the purposes of the proposed special
meeting. At any special meeting only such business may be transacted which is
related to the purpose or purposes set forth in the notice of such special
meeting.

SECTION 3.        PLACE.

         Meetings of shareholders may be held within or without the State of
Florida.

SECTION 4.        NOTICE.

         The corporation shall notify shareholders of the date, time and place
of each annual and special shareholders' meeting no fewer than ten (10) or more
than sixty (60) days before the meeting date. Unless the Florida Business
Corporation Act, as amended (the "Act"), or the Articles of Incorporation, as
amended from time to time hereafter (the "Articles of Incorporation") require
otherwise, the corporation is required to give notice only to shareholders
entitled to vote at the meeting. Notice shall be given in the manner provided in
section 5 below, by or at the direction of the chairman of the board or chief
executive officer, the secretary, or the officer or persons calling the meeting.
If the notice is mailed at least thirty (30) days before the date of the
meeting, it may be done by a class of United States mail other than first class.
Notwithstanding section 5 below, if mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.

         Unless the Act or the Articles of Incorporation require otherwise,
notice of an annual meeting need not include a description of the purpose or
purposes for which the meeting is called.



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

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

SECTION 5.        MANNER OF NOTICE.

         Any notice given under these Bylaws must be written and may be
communicated in person; telegraph, teletype or other form of electronic
communication; or by mail.

         Written notice by the corporation to a shareholder shall be effective
when mailed, if mailed postpaid and correctly addressed to the shareholder's
address shown in the corporation's current record of shareholders.

         Written notice to a domestic or foreign corporation authorized to
transact business in this state 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 report or, in the case of corporation that has
not yet delivered an annual report, in a domestic corporation's articles of
incorporation or in a foreign corporation's application for certificate of
authority.

         Except as otherwise provided herein or in the Act, written notice shall
be effective at the earliest date of the following: (a) when received; (b) five
days after its deposit in the United States mail, as evidenced by the postmark,
if mailed postpaid and correctly addressed; or (c) 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.

SECTION 6.        NOTICE OF ADJOURNED MEETINGS.

         If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before an
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If
a new record date for the adjourned meeting is or must be fixed, however, notice
of the adjourned meeting must be given as provided in section 5 above to persons
who are shareholders as of the new record date who are entitled to notice of the
meeting.

SECTION 7.        FIXING OF RECORD DATE.

         For the purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote, or to take any
other action, the Board of Directors may fix the record date. In no event may a
record date fixed by the Board of Directors be a date preceding the date upon
which the

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resolution fixing the record date is adopted. The record date for determining
shareholders entitled to demand a special meeting is the date the first
shareholder delivers his demand to the corporation.

         If not otherwise provided by or pursuant to these Bylaws, the record
date for determining shareholders entitled to notice of and to vote at an annual
or special shareholders' meeting is the close of business on the day before the
first notice is delivered to shareholders. A record date for purposes of this
section may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than the one
hundred twenty (120) days after the date fixed for the original meeting.

SECTION 8.        SHAREHOLDERS' LIST FOR MEETING.

         After fixing a record date for a meeting, the corporation shall prepare
an alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting, arranged by voting group with the address of,
and the number and class and series, if any, of shares held by, each. The
shareholders' list must be available for inspection by any shareholder for a
period of ten (10) days prior to the meeting or such shorter time as exists
between the record date and the meeting and continuing through the meeting at
the corporation's principal office, at a place identified in the meeting notice
in the city where the meeting will be held, or at the office of the
corporation's transfer agent or registrar. A shareholder or his agent or
attorney is entitled on written demand to inspect the list during regular
business hours and at his expense during the period it is available for
inspection. The corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.

         If the requirements of this section have not been substantially
complied with or if the corporation refuses to allow a shareholder or his agent
or attorney to inspect the shareholders' list before or at the meeting, the
meeting shall be adjourned until such requirements are complied with on the
demand of any shareholder in person or by proxy who failed to get such access.
Refusal or failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.

SECTION 9.        SHAREHOLDER QUORUM AND VOTING.

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

         If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law or the
Articles of Incorporation.

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

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SECTION 10.       VOTING ENTITLEMENT OF SHARES.

         Except as otherwise provided below, each outstanding share, regardless
of class, is entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Only shares are entitled to vote.

         The shares of the corporation are not entitled to vote if they are
owned, directly or indirectly, by a second corporation, domestic or foreign, and
the corporation owns, directly or indirectly, a majority of the shares entitled
to vote for directors of the second corporation. This paragraph does not limit
the power of the corporation to vote any shares, including its own shares, held
by it in a fiduciary capacity.

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

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

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

         Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.

         If a share or shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, unless the secretary
of the corporation is given notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, the acts with respect to voting have the following effect:
(a) if only one votes, in person or by proxy, his act binds all; (b) if more
than one votes, in person or by proxy, the act of the majority so voting binds
all; (c) if more than one votes, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share or
shares in question proportionally; (d) if the instrument or order so filed shows
that any such tenancy is held in unequal interest, a majority or a vote evenly
split for purposes of this section shall be a majority or a vote evenly split in
interest; (e) the principles of this section shall apply, insofar as possible,
to execution of proxies, waivers, consents, or objections and for the purpose of
ascertaining the presence of a quorum.

         Nothing herein contained shall prevent trustees or other fiduciaries
holding shares registered in the name of a nominee from causing such shares to
be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or other fiduciary without the
necessity of transferring the shares to the name of the trustee or other
fiduciary.

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SECTION 11.        PROXIES.

         A shareholder, other person entitled to vote on behalf of a shareholder
pursuant to section 10 above, or attorney-in-fact may vote the shareholders'
shares in person or by proxy.

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

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

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

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

SECTION 12.        VOTING TRUSTS.

         One or more shareholders may create a voting trust, conferring on a
trustee the right to vote or otherwise act for them, by signing an agreement
setting out the provisions of the trust as provided by law and transferring
their shares to a trustee. The trustee shall thereafter prepare a list of names
and addresses of all owners of beneficial interests in the trust, together with
the number and class of shares of each transferred to the trust, and deliver
copies of the list and agreement to the corporation's principal office. After
filing a copy of the list and agreement in the corporation's principal office,
such copies shall be open to inspection by any shareholder of the corporation
(subject to the requirements of Article V herein) or any beneficiary of the
trust under the agreement during business hours.

SECTION 13.        NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.

         (a)      ANNUAL MEETINGS OF SHAREHOLDERS.

                  (1) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders (a) by or at
the direction of the Board of Directors or (b) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.

                  (2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (b) of paragraph
(a)(1) of this Bylaw, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation and such other business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the

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Secretary at the principal executive offices of the corporation not later than
the close of business on the sixtieth (60th) day, nor earlier than the close of
business on the ninetieth (90th) day, prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is more than thirty (30) days before or more than
sixty (60) days after such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the close of business on the
ninetieth (90th) day prior to such annual meeting and not later than the close
of business on the later of the sixtieth (60th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made by the corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.

                  (3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the corporation is
increased and there is no public announcement by the corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the corporation not later than the close of
business on the tenth (10th) day following the date on which such public
announcement is first made by the corporation.

         (b) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
corporation who is a shareholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw. In the event the
corporation calls a special meeting of shareholders for the purposes of electing
one or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be), for election of such
position(s) as specified in the corporation's notice of meeting, if the
shareholder's notice required by paragraph (a)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the close of business on the ninetieth (90th) day prior to such
special meeting and not later than the close of business on the later of the
sixtieth (60th) day prior to such special meeting or the tenth (10th)

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day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
shareholder's notice as described above.

         (c)      GENERAL.

                  (1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Bylaw. Except as otherwise provided by law, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Bylaw and, if any
proposed nomination or business is not in compliance with this Bylaw, to declare
that such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this Bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Bylaw, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
(i) of shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of preferred stock to elect directors under specified
circumstances.

SECTION 14.       SHAREHOLDERS' AGREEMENTS.

                  Two or more shareholders of this corporation may provide for
the manner in which they vote their shares by signing an agreement for that
purpose as provided by law.

                                   ARTICLE II
                                    DIRECTORS

SECTION 1.        FUNCTION.

         All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation managed under the direction of,
its Board of Directors.

SECTION 2.        QUALIFICATION.

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

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SECTION 3.        COMPENSATION.

         The Board of Directors may fix the compensation of directors.

SECTION 4.        DUTIES OF DIRECTORS.

         A director shall discharge his duties as a director, including his
duties as a member of a committee: in good faith; with the care an ordinarily
prudent person in a like position would exercise under similar circumstances;
and in a manner he reasonably believes to be in the best interests of the
corporation.

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

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

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

         (c)      A committee of the Board of Directors of which he is not a
                  member, if the director reasonably believes the committee
                  merits confidence.

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

         A director is not acting in good faith if he has knowledge concerning
the matter in question that makes reliance otherwise permitted by this section
unwarranted. A director shall not be liable for any action taken as a director,
or any failure to take any action, if he performed the duties of his office in
compliance with this section.

SECTION 5.        PRESUMPTION OF ASSENT.

         A director of the corporation who is present at a meeting of its Board
of Directors or a committee of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless: (a) he objects at
the beginning of the meeting (or promptly upon his arrival) to holding it or
transacting specified business at the meeting; or (b) he votes against or
abstains from the action taken.

SECTION 6.        NUMBER.

         The number of directors of this corporation shall be not less than four
(4) nor more than eight (8). The number of directors of this corporation shall
initially be set at four (4). The number of directors may be increased or
decreased from time to time as determined by a majority of the entire Board of
Directors of this corporation or by amendment to these Bylaws.

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SECTION 7.        ELECTION.

         Directors are elected at the first annual shareholders' meeting and at
each annual meeting thereafter.

SECTION 8.        TERM.

         The terms of the initial directors of the corporation expire at the
first shareholders' meeting at which directors are elected. The terms of all
other directors expire at the next annual shareholders' meeting following their
election. A decrease in the number of directors does not shorten an incumbent
director's term. The term of a director elected to fill a vacancy expires at the
next shareholders' meeting at which directors are elected. Despite the
expiration of a director's term, he or she continues to serve until his or her
successor is elected and qualifies or until there is a decrease in the number of
directors.

SECTION 9.        RESIGNATION.

         A director may resign at any time by delivering written notice to the
Board of Directors or its chairman or to the corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date, the Board of
Directors may fill the pending vacancy before the effective date if the Board of
Directors provides that the successor does not take office until the effective
date.

SECTION 10.       VACANCIES.

         Whenever a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, it may be filled
by the affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors or by the shareholders.

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

SECTION 11.       REMOVAL OF DIRECTORS.

         The shareholders may remove one or more directors with or without cause
at a meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is removal of the director.

SECTION 12.       QUORUM AND VOTING.

         A quorum of the Board of Directors consists of a majority of the number
of directors. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.

SECTION 13.       CONFLICTS OF INTEREST.

         No contract or other transaction between this corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of the directors are directors or officers

                                        9


<PAGE>   13



or are financially interested shall be either void or voidable because of such
relationship or interest or because such director or directors are present at
the meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or because his or their votes
are counted for such purpose, if:

         (a)      the fact of such relationship or interest is disclosed or
                  known to the Board of Directors or committee which authorizes,
                  approves or ratifies the contract or transaction by a vote or
                  consent sufficient for the purpose without counting the votes
                  or consents of such interested directors; or

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

         (c)      the contract or transaction is fair and reasonable as to the
                  corporation at the time it is authorized by the Board,
                  committee or the shareholders.

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

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

SECTION 14.       EXECUTIVE AND OTHER COMMITTEES.

         The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees, consisting of a minimum of two (2) directors
who serve at the pleasure of the Board of Directors, each of which, to the
extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, except that no committee shall have the
authority to:

         (a)      Approve or recommend to shareholders actions or proposals
                  required by law to be approved by shareholders;

         (b)      Fill vacancies on the Board of Directors or any committee
                  thereof;

         (c)      Adopt, amend or repeal the Bylaws;

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

                                       10


<PAGE>   14



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

         The provisions of section 12 above and sections 15, 16 and 17 below,
which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors, shall apply to committees and their
members as well.

SECTION 15.       MEETINGS.

         The Board of Directors may hold regular or special meetings in or out
of the State of Florida. A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board of Directors to another time
and place. Notice of any such adjourned meeting shall be given to the directors
who were not present at the time of the adjournment and, unless the time and
place of the adjourned meeting are announced at the time of the adjournment, to
the other directors. Meetings of the Board of Directors may be called by the
chairman of the board or by the chief executive officer of the corporation. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

SECTION 16.       NOTICE OF MEETINGS.

         Regular meetings of the Board of Directors may be held without notice
of the date, time, place or purpose of the meeting. Special meetings of the
Board of Directors must be preceded by at least two (2) days' notice of the
date, time and place of the meeting. The notice need not describe the purpose of
the special meeting unless required by the articles of incorporation or these
Bylaws.

SECTION 17.       WAIVER OF NOTICE.

         Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.

SECTION 18.       ACTION WITHOUT A MEETING.

         Any action required or permitted to be taken at a Board of Directors'
meeting or committee meeting may be taken without a meeting if the action is
taken by all members of the Board of Directors or the committee. The actions
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member.



                                       11


<PAGE>   15



         Action taken under this section is effective when the last director
signs the consent, unless the consent specifies a different effective date. A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.

SECTION 19.       AMENDMENT BY BOARD OF DIRECTORS.

         The corporation's Board of Directors may adopt one or more amendments
to the corporation's Articles of Incorporation without shareholder action:

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

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

         (3)      To delete any other information contained in the Articles of
                  Incorporation that is solely of historical interest;

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

         (5)      To delete the authorization for a class or series of shares
                  authorized as provided by law, if no shares of such class or
                  series have been issued;

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

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


                                   ARTICLE III
                                    OFFICERS

SECTION 1.        OFFICERS.

         The Board of Directors may elect from its own number a chairman of the
board and may elect a president, chief executive officer, chief operating
officer, chief financial officer, such vice presidents and a treasurer as in the
opinion of the Board of Directors the business of the corporation requires. The
Board of Directors shall elect a secretary and shall delegate to the secretary
responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation. The Board of
Directors or the chief executive officer may appoint one or more other officers
or assistant officers. The same individual may simultaneously hold more than one
office in the corporation.

SECTION 2.        POWERS AND DUTIES.

         The officers of the corporation shall have the following duties:


                                       12


<PAGE>   16



         (a)      The chairman of the board, if elected, or failing his or her
                  election, the chief executive officer, shall preside at all
                  meetings of the shareholders and Board of Directors and shall
                  have such other powers and perform such other duties as may be
                  prescribed from time to time by the Board of Directors.

         (b)      The chief executive officer shall have overall charge and
                  supervision of the officers of the corporation, who shall
                  report to the chief executive officer or such other person or
                  persons designated by the chief executive officer, and shall,
                  in the absence or failing the election of a chairman of the
                  board, preside at all meetings of the shareholders and the
                  Board of Directors.

         (c)      The president shall have general charge and supervision of the
                  day-to-day business, affairs, administration and operations of
                  the corporation subject to the direction of the Board of
                  Directors and chief executive officer. The president shall
                  have such other powers and perform such other duties as may
                  from time to time be assigned to him by the Board of Directors
                  or chief executive officer.

         (d)      Each of the chief operating officer and vice presidents, if
                  elected, shall have such powers and shall perform such duties
                  as may from time to time be assigned to him or her by the
                  Board of Directors.

         (e)      The secretary shall be the custodian of, and shall maintain,
                  all of the corporate records except the financial records,
                  shall authenticate all corporate records, shall prepare and
                  record the minutes of all meetings of the shareholders and
                  Board of Directors, send out all notices of meetings, and
                  shall have such other powers and shall perform such other
                  duties as may be prescribed by the Board of Directors or the
                  chief executive officer.

         (f)      The chief financial officer or treasurer shall be the
                  custodian of all corporate funds, securities and financial
                  records, shall keep full and accurate accounts of receipts and
                  disbursements and render accounts thereof at the annual
                  meetings of shareholders and whenever else required by the
                  Board of Directors or the chief executive officer, and shall
                  have such other powers and perform such other duties as may be
                  prescribed by the Board of Directors or the chief executive
                  officer.

SECTION 3.        DELEGATION.

         In the event of the absence of any officer of this corporation or for
any other reason that the Board of Directors may deem sufficient, the Board of
Directors may at any time and from time to time delegate all or any part of the
powers or duties of any officer to any other officer or officers or to any
director or directors.

SECTION 4.        RESIGNATION AND REMOVAL OF OFFICERS.

         An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the corporation accepts the future effective date, the Board of
Directors may fill

                                       13


<PAGE>   17



the pending vacancy before the effective date if the Board of Directors provides
that the successor does not take office until the effective date.

         The Board of Directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by the chief
executive officer, may likewise be removed by the chief executive officer.

SECTION 5.        CONTRACT RIGHTS.

         The appointment of an officer does not itself create contract rights.
An officer's removal does not affect the officer's contract rights, if any, with
the corporation. An officer's resignation does not affect the corporation's
contract rights, if any, with the officer.

                                   ARTICLE IV
                               STOCK CERTIFICATES

SECTION 1.        FORM AND CONTENT OF CERTIFICATES.

         Shares may, but are not required to, be represented by certificates. At
a minimum each share certificate, if this corporation has share certificates,
must state on its face: the name of the corporation and that the corporation is
organized under the laws of the State of Florida; the name of the person to whom
issued; and the number and class of shares and the designation of the series, if
any, the certificate represents.

         If the corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the variations in
rights, preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series)
must be summarized on the front or back of each certificate if this corporation
has share certificates. Alternatively, each certificate, if this corporation has
share certificates, may state conspicuously on its front or back that the
corporation will furnish the shareholder a full statement of this information on
request and without charge.

         Each share certificate must be signed (either manually or in facsimile)
by the chief executive officer, president or a vice president and the secretary
or an assistant secretary of the corporation and shall bear the corporate seal
or its facsimile.

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

         The Board of Directors may authorize the issuance of some or all of the
shares of any or all of its classes or series without certificates pursuant to
and to the extent permitted by applicable law.






                                       14


<PAGE>   18



SECTION 2.        TRANSFER OF STOCK.

         Subject to any restrictions on the transfer or registration of transfer
of the shares represented by a stock certificate which have been imposed or
adopted as authorized by the Act, the corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney and is accompanied
with any additional documents, instruments, certificates, signature guaranties
or other items required from time to time by the Board of Directors in its sole
discretion.

SECTION 3.        LOST, STOLEN OR DESTROYED CERTIFICATES.

         The corporation shall issue a new stock certificate in the place of any
certificate previously issued if the holder of record of the certificate (a)
makes proof in affidavit form that it has been lost, destroyed or wrongfully
taken; (b) requests the issue of a new certificate before the corporation has
notice that the certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim; (c) gives bond or other security
or indemnity in such form as the corporation may direct to indemnify the
corporation, the transfer agent, and registrar against any claim that may be
made on account of the alleged loss, destruction, or theft of a certificate; and
(d) satisfies any other reasonable requirements imposed by the corporation.

                                    ARTICLE V
                                BOOKS AND RECORDS

SECTION 1.        CORPORATE RECORDS.

         The corporation shall keep as permanent records minutes of all meetings
of its shareholders and its Board of Directors, a record of all actions taken by
the shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the corporation. The corporation shall maintain accurate
accounting records.

         The corporation or its agent shall maintain a record of its
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and series of shares held by each. The corporation shall maintain its
records in written form or in another form capable of conversion into written
form within a reasonable time. The corporation shall keep a copy of the
following records:

         (a)      Its Articles or Restated Articles of Incorporation and all
                  amendments to them currently in effect;

         (b)      Its Bylaws or Restated Bylaws and all amendments to them
                  currently in effect;

         (c)      Resolutions adopted by its Board of Directors creating one or
                  more classes or series of shares and fixing their relative
                  rights, preferences, and limitations, if shares issued
                  pursuant to those resolutions are outstanding;



                                       15


<PAGE>   19



         (d)      The minutes of all shareholders' meetings and records of all
                  action taken by shareholders without a meeting for the past
                  three (3) years.

         (e)      Written communications to all shareholders generally or all
                  shareholders of a class or series within the past three (3)
                  years, including the financial statements required to be
                  furnished for the past three (3) years under section 4 of this
                  Article V;

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

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

SECTION 2.        INSPECTION OF RECORDS BY SHAREHOLDERS.

         A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, any of the
records of the corporation described in subparagraphs (a) through (g) in section
1 above if he gives the corporation written notice of his demand at least five
(5) business days before the date on which he wishes to inspect and copy.

         A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of this section and gives the corporation written notice
of his demand at least five (5) business days before the date on which he wishes
to inspect and copy:

         (a)      Excerpts from minutes of any meeting of the Board of
                  Directors, records of any action of a committee of the Board
                  of Directors while acting in place of the Board of Directors
                  on behalf of the corporation, minutes of any meeting of the
                  shareholders, and records of action taken by the shareholders
                  or Board of Directors without a meeting, to the extent not
                  otherwise subject to inspection under these Bylaws;

         (b)      Accounting records of the corporation;

         (c)      The record of shareholders; and

         (d)      Any other books and records.

A shareholder may inspect and copy the records described in subparagraphs (a)
through (d) in the preceding paragraph only if:

         (a)      His demand is made in good faith and for a proper purpose;

         (b)      He describes with reasonable particularity his purpose and the
                  records he desires to inspect; and

         (c)      The records are directly connected with his purpose.

         This section does not affect the right of a shareholder to inspect and
copy records under Article I, section 8 of these Bylaws, or, if the shareholder
is in litigation with the corporation, to the same extent as

                                       16


<PAGE>   20



any other litigant; or the power of a court, independently of the Act, to compel
the production of corporate records for examination.

         For purposes of this section, the term "shareholder" includes a
beneficial owner whose shares are held in a voting trust or by a nominee on his
behalf; and a "proper purpose" means a purpose reasonably related to such
person's interest as a shareholder.

SECTION 3.        SCOPE OF INSPECTION RIGHT.

         A shareholder's agent or attorney has the same inspection and copying
rights as the shareholder he represents. The right to copy and/or to have
converted unwritten records into written form and/or to otherwise inspect the
corporate records, including expenses and charges therefore, shall be the same
as provided or permitted by law.

SECTION 4.        FINANCIAL STATEMENTS FOR SHAREHOLDERS.

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

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

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

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

         A corporation shall mail the annual financial statements to each
shareholder within one hundred twenty (120) days after the close of each fiscal
year or within such additional time thereafter as is reasonably necessary to
enable the corporation to prepare its financial statements if, for reasons
beyond the corporation's control, it is unable to prepare its financial
statements within the prescribed period. Thereafter, on written request from a
shareholder who was not mailed the statements, the corporation shall mail him
the latest annual financial statements.

                                   ARTICLE VI
                                    DIVIDENDS

SECTION 1.        DISTRIBUTIONS TO SHAREHOLDERS.

         The Board of Directors may authorize and the corporation may make
distributions to its shareholders subject to restriction by its Articles of
Incorporation and/or the Act.

                                       17


<PAGE>   21



         If the Board of Directors does not fix the record date for determining
shareholders entitled to a distribution (other than one involving a purchase,
redemption or other acquisition of the corporation's shares), it is the date the
Board of Directors authorizes the distribution. No distribution may be made if,
after giving it effect: the corporation would not be able to pay its debts as
they become due in the usual course of business; or the corporation's total
assets would be less than the sum of its total liabilities plus the amount that
would be needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution. The Board of Directors may base a determination that a
distribution is not prohibited either on financial statements prepared on the
basis of accounting practices and principles that are reasonable in the
circumstances or on a fair valuation or other method that is reasonable in the
circumstances. In the case of any distribution based upon such a valuation, each
such distribution shall be identified as a distribution based upon a current
valuation of assets, and the amount per share paid on the basis of such
valuation shall be disclosed to the shareholders concurrent with their receipt
of the distribution.

         Except as otherwise provided herein, the effect of a distribution under
this section is measured:

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

                  (1)      The date money or other property is transferred or
                           debt incurred by the corporation;

                           or

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

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

         (c)      In all other cases, as of:

                  (1)      The date the distribution is authorized if the
                           payment occurs within one hundred twenty (120) days
                           after the date of authorization; or

                  (2)      The date the payment is made if it occurs more than
                           one hundred twenty (120) days after the date of
                           authorization.

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

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

                                       18


<PAGE>   22



SECTION 2.        SHARE DIVIDENDS.

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

         Shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless a majority of the votes
entitled to be cast by the class or series to be issued approves the issue, or
there are no outstanding shares of the class or series to be issued. If the
Board of Directors does not fix the record date for determining shareholders
entitled to a share dividend, it is the date the Board of Directors authorizes
the share dividend.

                                   ARTICLE VII
                                 CORPORATE SEAL

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the year of incorporation, the word "Florida" and the word "seal"; it may be a
facsimile, engraved, printed or an impression seal.

                                  ARTICLE VIII
                             EXECUTION OF DOCUMENTS

         All contracts, instruments, agreements, bills payable, notes, checks,
drafts, warrants or other obligations of this corporation shall be made in the
name of the corporation and shall be signed by such officer or officers as the
Board of Directors may from time to time designate.

                                   ARTICLE IX
                                 INDEMNIFICATION

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

         (b) The corporation shall indemnify any person, who was or is a party
to any proceeding by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation

                                       19


<PAGE>   23



as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, if such person acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this subsection in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

         (c) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (a) or subsection (b), or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.

         (d) Any indemnification under subsection (a) or subsection (b), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsection (a) or
subsection (b). Such determination shall be made:

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

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

                  (3) By independent legal counsel:

                           1.       Selected by the Board of Directors
                                    prescribed in paragraph (1) or the committee
                                    prescribed in paragraph (2); or

                           2.       If a quorum of the directors cannot be
                                    obtained for paragraph (1) and the committee
                                    cannot be designated under paragraph (2),
                                    selected by majority vote of the full Board
                                    of Directors (in which directors who are
                                    parties may participate); or

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

         (e) 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



                                       20


<PAGE>   24



determination of permissibility is made by independent legal counsel, persons
specified by paragraph (d)(3) shall evaluate the reasonableness of expenses and
may authorize indemnification.

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

         (g) The indemnification and advancement of expenses provided pursuant
to these Bylaws 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 share
holders 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:

                  (1) 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;

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

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

                  (4) 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.

         (h) Indemnification and advancement of expenses as provided in these
Bylaws 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.

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

         (j) For purposes of this section:

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

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

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

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

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

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

                  (7)      The term "not opposed to the best interest of the
                           corporation" describes the actions of a person who
                           acts in good faith and in a manner he reasonably
                           believes to be in the best interests of the
                           participants and beneficiaries of an employee benefit
                           plan.

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

                                    ARTICLE X
                                    AMENDMENT

         These Bylaws may be altered, amended or repealed by either the Board of
Directors or the shareholders, but the Board of Directors may not alter, amend
or repeal the Bylaws generally or a particular Bylaw provision adopted by the
shareholders if the shareholders expressly provide that the Bylaws generally or
a particular Bylaw provision is not subject to amendment, alteration or repeal
by the Board of Directors.













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