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                                  EXHIBIT 3.2

                          AMENDED AND RESTATED BYLAWS

                                       OF

                                JumboSports Inc.
                            (a Florida corporation)


                                   ARTICLE I

                                  STOCKHOLDERS

     1. CERTIFICATES  REPRESENTING STOCK. Certificates representing stock in the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a  Vice-President  and by the  Treasurer  or an  Assistant  Treasurer  or the
Secretary  or an  Assistant  Secretary  of  the  corporation.  Any or all of the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  it may be issued by the
corporation with the same effect as if he were such officer,  transfer agent, or
registrar at the date of issue.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
Florida Business  Corporation Act ("FBCA").  Any restrictions on the transfer or
registration  of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.

     The  corporation  may issue a new  certificate  of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner  of  the  lost,   stolen,   or   destroyed   certificate,   or  his  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance or
any such new certificate or uncertificated shares.

     2.  UNCERTIFICATED  SHARES.  Subject to any conditions imposed by the FBCA,
the  Board  of  Directors  of the  corporation  may  provide  by  resolution  or
resolutions that some or all of any or all classes or series of the stock of the
corporation shall be uncertificated  shares.  Within a reasonable time after the
issuance or transfer of any uncertificated shares, the corporation shall send to
the registered owner thereof any written notice prescribed by the FBCA.

     3.  FRACTIONAL  SHARE  INTERESTS.  The  corporation  may,  but shall not be
required  to,  issue  fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a fractional  share or an  uncertificated  fractional  share shall, but scrip or
warrants  shall not unless  otherwise  provided  therein,  entitle the holder to
exercise voting rights, to receive dividends thereon,  and to participate in any
of the  assets  of the  corporation  in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.


                                                                             E-7
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     4.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  corporation  or with a  transfer  agent or a
registrar,  if any, and, in the case of shares  represented by certificates,  on
surrender of the certificate or  certificates  for such shares of stock properly
endorsed and the payment of all taxes due thereon.

     5.  RECORD  DATE FOR  STOCKHOLDERS.  In  order  that  the  corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record  date,  which  record  date shall not  precede  the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record date is adopted by the Board of  Directors.  If no
record  date has been  fixed by the  Board of  Directors,  the  record  date for
determining the stockholders  entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the FBCA,  shall be the first  date on which a signed  written  consent  setting
forth the action taken or proposed to be taken is  delivered to the  corporation
by delivery to its  registered  office in the State of  Florida,  its  principal
place of business,  or an officer or agent of the corporation  having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the corporation's  registered office shall be by hand or by certified or
registered mail, return receipt  requested.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
the FBCA, the record date for  determining  stockholders  entitled to consent to
corporate  action in writing without a meeting shall be at the close of business
on the day on which the Board of  Directors  adopts the  resolution  taking such
prior action.  In order that the  corporation  may  determine  the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  entitled to exercise any rights in respect of
any change,  conversion,  or exchange of stock,  or for the purpose of any other
lawful action,  the Board of Directors may fix a record date,  which record date
shall not precede the date upon which the  resolution  fixing the record date is
adopted,  and which  record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such  purpose  shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

     6.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be the term  "share"  or  "shares"  or "share of stock" or  "shares  of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such  rights  if there are two or more  classes  or series of shares of
stock or upon which or upon whom the FBCA  confers  such rights  notwithstanding
that the  certificate  of  incorporation  may provide for more than one class or
series  of shares of stock,  one or more of which  are  limited  or denied  such
rights thereunder; provided, however, that no such right shall vest in the event
of an increase or a decrease in the authorized  number of shares of stock of any
class or series which is otherwise  denied voting rights under the provisions of
the certificate of  incorporation,  except as any provision of law may otherwise
require.
                                                                             E-8

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     7. STOCKHOLDER MEETINGS.

     - TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the  directors,  provided,  that the first annual  meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation,  and each successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

     - PLACE.  Annual meetings and special meetings shall be held at such place,
within or without the State of Florida, as the directors may, from time to time,
fix.  Whenever the directors shall fail to fix such place,  the meeting shall be
held at the registered office of the corporation in the State of Florida.

     - CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting. In accordance
with  Article  VII of the  Articles of  Incorporation  the  stockholders  of the
Corporation may only call a special meeting of stockholders if the holders of at
least  50% of all the votes  entitled  to be cast on any  issue  proposed  to be
considered  at the  proposed  special  meeting  sign,  date,  and deliver to the
corporation's  secretary one or more written demands for the meeting prescribing
the purpose or purposes for which it is to be held.

     - NOTICE OR WAIVER  OF  NOTICE.  Written  notice of all  meetings  shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the FBCA.  Except as otherwise  provided by the FBCA, a copy of the notice of
any meeting shall be given,  personally  or by mail,  not less than ten days nor
more than sixty days  before  the date of the  meeting,  unless the lapse of the
prescribed  period  of  time  shall  have  been  waived,  and  directed  to each
stockholder  at his record  address or at such other  address  which he may have
furnished by request in writing to the Secretary of the  corporation.  Notice by
mail shall be deemed to be given when deposited,  with postage thereon  prepaid,
in the United States Mail.  If a meeting is adjourned to another time,  not more
than thirty days hence,  and/or to another place,  and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned  meeting unless the directors,  after  adjournment,
fix a new record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him before or after
the  time  stated  therein.   Attendance  of  a  stockholder  at  a  meeting  of
stockholders  shall  constitute a waiver of notice of such meeting,  except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the purpose of, any regular or special meeting of the  stockholders  need be
specified in any written waiver of notice.

     - STOCKHOLDER  LIST.  The officer who has charge of the stock ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a complete  list of the  stockholders,  arranged in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

     - CONDUCT OF MEETING.  Meetings of the stockholders  shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting - the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if
any, the President, a Vice-President,  or, if none of the foregoing is in office
and  present and acting,  by a chairman  to be chosen by the  stockholders.  The
Secretary of the corporation, or in his absence, an Assistant Secretary,
                                                                             E-9

<PAGE>

shall act as secretary of every  meeting,  but if neither the  Secretary  nor an
Assistant  Secretary  is present the  Chairman of the  meeting  shall  appoint a
secretary of the meeting.


     - PROXY  REPRESENTATION.  Every stockholder may authorize another person or
persons  to act for him by  proxy  in all  matters  in  which a  stockholder  is
entitled to  participate,  whether by waiving  notice of any meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy shall be voted or acted upon after eleven (11) months from its date unless
such  proxy  provides  for a  longer  period.  A duly  executed  proxy  shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made  irrevocable  regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the  corporation
generally.

     - INSPECTORS.  The directors, in advance of any meeting, may, but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any,  before  entering upon the discharge of his duties,  shall take and sign an
oath  faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and one voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents,  here and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots,  or consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge,  question,  or matter  determined by him or them and execute a
certificate of any fact found by him or them.

     - QUORUM.  The  holders of a majority  of the  outstanding  shares of stock
shall  constitute a quorum at a meeting of  stockholders  for the transaction of
any  business.  The  stockholders  present may  adjourn the meeting  despite the
absence of a quorum.

     - VOTING.  Each share of stock shall  entitle  the  holders  thereof to one
vote.  Directors  shall be  elected  by a  plurality  of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a majority of
the votes cast except where the FBCA prescribes a different  percentage of votes
and/or a different  exercise  of voting  power,  and except as may be  otherwise
prescribed by the provisions of the Articles of Incorporation  and these Bylaws.
In the election of directors,  and for any other  action,  voting need not be by
ballot.

     8. STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the FBCA to
be taken at any annual or special meeting of  stockholders,  or any action which
may be taken at any annual or  special  meeting  of  stockholders,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those  stockholders who have not consented in writing.  Action
taken pursuant to this  paragraph  shall be subject to the provisions of Section
607.0704 of the FBCA.

                                   ARTICLE II

                                   DIRECTORS

     1. FUNCTIONS AND  DEFINITIONS.  The business and affairs of the corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.
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<PAGE>

     2.  QUALIFICATIONS  AND NUMBER.  A director  need not be a  stockholder,  a
citizen of the United States, or a resident of the State of Florida. The initial
Board of  Directors  shall  consist  of one  person.  Thereafter  the  number of
directors  constituting  the whole board  shall be at least one.  Subject to the
foregoing  limitation  and except for the first Board of Directors,  such number
may be fixed from time to time by action of the  stockholders  or the directors,
or, if the number is not fixed,  the number shall be at least one. The number of
directors  may be increased or  decreased by action of the  stockholders  or the
directors.

     3.  ELECTION  AND TERM.  The first Board of  Directors,  unless the members
thereof  shall have been named in the  certificate  of  incorporation,  shall be
elected by the  incorporator  or  incorporators  and shall hold office until the
first annual meeting of stockholders  and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier resignation or removal.  Except
as the FBCA may otherwise  require,  in the interim  between annual  meetings of
stockholders or of special  meetings of stockholders  called for the election of
directors and/or for the removal of one or more directors and for the filling of
any vacancy in that connection, newly created directorships and any vacancies in
the Board of Directors,  including unfilled vacancies resulting from the removal
of directors for cause or without cause, may be filled by the vote of a majority
of the remaining  directors then in office,  although less than a quorum,  or by
the sole remaining director.

     4. MEETINGS.

     - TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first  meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE.  Meetings  shall be held at such place within or without the State
of Florida as shall be fixed by the Board.

     - CALL.  No call shall be required for regular  meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

     - QUORUM AND  ACTION.  A majority of the whole  Board  shall  constitute  a
quorum except when a vacancy or vacancies  prevents such  majority,  whereupon a
majority of the directors in office shall  constitute a quorum,  provided,  that
such majority shall constitute at least one-third of the whole Board. A majority
of the  directors  present,  whether or not a quorum is  present,  may adjourn a
meeting to another  time and place.  Except as herein  otherwise  provided,  and
except as  otherwise  provided  by the  FBCA,  the vote of the  majority  of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board. The quorum and voting provisions herein stated shall not be construed
as  conflicting  with any provisions of the FBCA and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created  directorships  in
the Board or action of disinterested directors.

     Any  member  or  members  of the  Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

                                                                            E-11
<PAGE>


     - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present
and acting, shall preside at all meetings.  Otherwise,  the Vice-Chairman of the
Board,  if any and if present  and  acting,  or the  President,  if present  and
acting, or any other director chosen by the Board, shall preside.

     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the FBCA,
any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors.

     6.  COMMITTEES.  The Board of  Directors  may,  by  resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of two or more of the  directors  of the  corporation.  The  Board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or disqualified  member at any meeting of the committee.  Any
such  committee,  to the extent  provided in the resolution of the Board,  shall
have and may exercise the powers and  authority of the Board of Directors in the
management of the business and affairs of the corporation  with the exception of
any authority the  delegation of which is prohibited by Section  607.0825 of the
FBCA, and may authorize the seal of the  corporation to be affixed to all papers
which may require it.

     7.  WRITTEN  ACTION.  Any action  required or  permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.


                                  ARTICLE III

                                    OFFICERS

     The officers of the corporation shall consist of a President,  a Secretary,
a Treasurer,  and, if deemed necessary,  expedient, or desirable by the Board of
Directors,  a Chairman of the Board, a Vice-Chairman  of the Board, an Executive
Vice-President,  one  or  more  other  Vice-Presidents,  one or  more  Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles  as  the  resolution  of the  Board  of  Directors  choosing  them  shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing him, no officer other than the Chairman or  Vice-Chairman of
the Board, if any, need be a director.  Any number of offices may be held by the
same person, as the directors may determine.

     Unless  otherwise  provided in the  resolution  choosing  him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board
of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

     All officers of the corporation  shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the  resolutions  of the Board of Directors  designating  and  choosing  such
officers  and  prescribing  their  authority  and  duties,  and shall  have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board shall assign to him. Any officer may be removed,
with or without cause, by the Board of Directors.  Any vacancy in any office may
be filled by the Board of Directors.



                                                                            E-12
<PAGE>

                                   ARTICLE IV

                    INDEMNIFICATION OF OFFICERS; DIRECTORS,
                              EMPLOYEES AND AGENTS

     1. The Corporation shall, to the fullest extent permitted by law, indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person 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 such person acted in good faith and in a manner such person
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 such 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 such person 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 such conduct was unlawful.

     2. The corporation shall, to the fullest extent permitted by law, indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses (including attorney's fees) and amounts paid
in settlement  not  exceeding,  in the judgment of the board of  directors,  the
estimated  expense of  litigating  the  proceeding to  conclusion,  actually and
reasonably  incurred  in  connection  with the  defense  or  settlement  of such
proceeding  ,  including  any  appeal  thereof.  Such  indemnification  shall be
authorized  if such  person  acted  in good  faith  and in a manner  the  person
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 the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     3. To the  extent  that a  director,  officer,  employee  or  agent  of the
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding  referred to in  paragraphs  1. and 2.,  above,  or in defense of any
claim,  issue or  matter  therein,  such  person  shall be  indemnified  against
expenses  (including  attorney's  fees)  actually  and  reasonably  incurred  in
connection therewith.

     4. Any indemnification  under paragraphs 1. and 2. above (unless ordered 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 such person has met the
applicable  standard of conduct set forth in  paragraphs  1. and 2. above.  Such
determination shall be made: (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such proceeding; or (b)
if such a quorum is not obtainable or, even if obtainable, by a 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;  or (c) by independent  legal counsel:  (1)
selected  by the  board of  directors  as  prescribed  in  paragraph  (a) or the
committee  prescribed  in  paragraph  (b);  or (2) If a quorum of the  directors
cannot be obtained for  paragraph  (a) and the  committee  cannot be  designated
under paragraph (b),  selected by a majority vote of the full board of directors
(in which directors who are parties may participate);  or (d) by 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.

     5. Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible.  However, if the determination of
permissibility
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<PAGE>

is made by independent legal counsel,  persons specified in paragraph 4(c) shall
evaluate the reasonableness of expenses and may authorize indemnification.

     6.  Expenses  incurred by an officer or  director  in  defending a civil or
criminal  action,  suit or proceeding  shall, to the fullest extent permitted by
law,  be paid by the  corporation  in advance of the final  disposition  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific cause upon receipt of an undertaking by, or on behalf of, such director
or officer to repay such amount unless it shall ultimately be determined that he
is entitled to be  indemnified  by the  corporation as authorized in this Bylaw.
Such expenses  incurred by other employees and agents shall be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

     7.  The  indemnification  provided  by this  Article  shall  not be  deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  under any Bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in any  official  capacity and as to
action in another capacity while holding such office, and shall continue as 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.

     8. The corporation  shall have power to 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 such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person against such liability  under the provisions of this Bylaw
or under the provisions of the FBCA.

     9. For  purposes  of this  Bylaw,  references  to "the  corporation"  shall
include, in addition to the corporation,  any constituent corporation (including
any constituent of a constituent)  absorbed in a consolidation  or merger which,
if its separate existence had continued,  would have had the power and authority
to indemnify  its  directors,  officers,  and  employees or agents,  so that any
person who is or was a director,  officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the  provisions  of this  Bylaw  with  respect  to the  resulting  or  surviving
corporation if its separate existence had continued.

     10. All rights to  indemnification  and  advancement of expenses under this
Bylaw shall be deemed to be provided by contract between the Corporation and the
director,  officer,  employee  or agent who serves in such  capacity at any time
while  these  Bylaws  and  other  relevant  provisions  of the  FBCA  and  other
applicable law, if any, are in effect.

     11. The right to be indemnified or to the  reimbursement  or advancement of
expenses  pursuant  to this Bylaw is  intended  to be  retroactive  and shall be
available with respect to event or acts occurring prior to the adoption  hereof,
and any repeal or  modification  of this Bylaw shall not  diminish or  adversely
affect any right of a director,  officer,  employee or agent of the  corporation
with  respect  to  any  events  or  acts  occurring  prior  to  such  repeal  or
modification  whether or not any action or proceeding based thereon or resulting
therefrom has been commenced or threatened  against any such director,  officer,
employee or agent prior to such repeal modification.

     12.  If  the  FBCA  is  amended  to  authorize   corporate  action  further
eliminating or limiting the personal liability of directors, officers, employees
or agents, then such person, in addition to the circumstances in which he is not
now  personally  liable,  shall  be  free of  liability  to the  fullest  extent
permitted by the FBCA, as so amended.

     13. For  purpose of this  Bylaw,  reference  to "other  enterprises"  shall
include  employee  benefit plans;  reference to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves  services by, such director,  employee,  or agent
with respect to an employee benefit plan, its  participants,  or  beneficiaries;
and a person  who acted in good  faith  and in a manner  the  person  reasonably
believed to be in the  interest of the  participants  and  beneficiaries  of any
employee  benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Bylaw.
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<PAGE>

     14. If this Bylaw or any portion thereof shall be invalidated on any ground
by any court of competent jurisdiction,  then the corporation shall nevertheless
indemnify  each person as provided above as the expenses  (including  attorney's
fees),  judgments,  fines and amounts  paid in  settlement  with  respect to any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,   including  a  grand  jury  proceeding  and  an  action  by  the
corporation,  to the full extent  permitted  by any  applicable  portion of this
Bylaw that shall not have been invalidated or by any other applicable law.

     15.  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 such person's actions,  or omissions to act, were
material to the cause of action so adjudicated and  constitute:  (a) A violation
of the  criminal  law,  unless  the  director,  officer,  employee  or agent had
reasonable  cause to believe such conduct lawful and had no reasonable  cause to
believe  such conduct was  unlawful;  (b) A  transaction  from which such person
derived an improper personal benefit; (c) In the case of a director, an unlawful
distribution under Section 607.0834 of the FBCA; or (iv) 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.

     (b) Any  repeal  or  modification  of the  foregoing  paragraph  (a) by the
stockholders  of the  corporation  shall  not  adversely  affect  any  right  or
protection of a director of the corporation  existing at the time of such repeal
or modification.


                                   ARTICLE V

                                 CORPORATE SEAL

     The  corporate  seal shall be in such form as the Board of Directors  shall
prescribe.


                                   ARTICLE VI

                                  FISCAL YEAR

     The fiscal year of the corporation  shall be fixed, and shall be subject to
change, by the Board of Directors.


                                  ARTICLE VII

                              CONTROL OVER BYLAWS

     Subject to the  provisions  of the  certificate  of  incorporation  and the
provisions of the FBCA, the power to amend, alter, or repeal these Bylaws and to
adopt  new  Bylaws  may  be  exercised  by  the  Board  of  Directors  or by the
stockholders.

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