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                                                                 EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               IMPSAT CORPORATION

                                    ARTICLE I

                                     Offices

         Section 1. Principal Office. The principal office of IMPSAT Corporation
(the "Corporation") shall be in the City, County and State designated in the
Certificate of Incorporation of the Corporation (such Certificate and any
amendments thereof being hereinafter collectively referred to as the
"Certificate of Incorporation").

         Section 2. Other Offices. The Corporation also may have offices at such
other places both within and without the State of Florida as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  Stockholders

         Section 1. Time and Place of Meeting. Meetings of the stockholders
shall be held at such times and at such places, within or without the
State of Delaware, as shall be determined by the Board of Directors.

         Section 2. Annual Meetings. Annual meetings of stockholders, at which
they shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting, shall be held at such date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting.

         Section 3. Special Meetings. Except as provided in the Securityholders
Agreement dated as of March 19, 1998 among the Corporation and certain other
parties thereto, for so long as it remains in force and effect (as supplemented
and amended from time to time, herein the "Securityholders Agreement") or in the
Certificate of Incorporation, special meetings of the stockholders may be called
at any time by the Chairman of the Board or the Board of Directors, and shall be
called by the Chairman of the Board or the Secretary at the request in writing
of a majority of the Board of Directors, or at the request in writing of the
holders of not less than ten percent (10%) of all the capital stock issued,
outstanding and entitled to vote at the meeting; provided, however, that any
special meeting of the stockholders of any individual class of capital stock
shall be called at the request in writing of the holders of not less than
twenty-five percent (25%) of the shares of such class then outstanding and
entitled to vote at such meeting. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at special meetings shall
be confined to the purposes stated in the notice of the meeting.
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         Section 4. Notice. Written or printed notice stating the place, day and
hour of any stockholders' meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Secretary or the
officer or person calling the meeting, to each stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, to the stockholder at
his address as it appears on the stock transfer books of the Corporation.

         Section 5. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of, or to vote at, any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining stockholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than sixty (60) days and, in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of, or to vote at, a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of stock transfer books and the stated period of closing has
expired.

         Section 6. List of Stockholders. The officer or agent of the
Corporation having charge of the stock transfer books for stocks of the
Corporation shall make, at least ten (10) days before each meeting of the
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of, and the number of voting stocks held by, each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file either at a
place within the city 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 location
for the meeting as specified in the notice for such meeting and shall be subject
to inspection by any stockholder at any time during the usual business hours.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such list of
transfer books or to vote at any meetings of stockholders.

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         Section 7. Quorum. The holders of a majority of the issued and
outstanding stock and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by the Certificate of
Incorporation or by the General Corporation Law of the State of De/aware (herein
called the "Act"); provided, however, that in the case of a meeting of
stockholders pertaining to a particular class of capital stock or as to any
matter on which such class of stock is entitled to vote separately from any
other class of stock, the holders of a majority of the issued and outstanding
stock of such class, present in person or represented by proxy, shall constitute
a quorum for the transaction of business at any such meeting. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. Once a quorum is constituted, the
stockholders present or represented by proxy at a meeting may continue to
transact business until adjournment, notwithstanding the subsequent withdrawal
therefrom of such number of stockholders as to leave less than a quorum.

         Section 8. Voting. When a quorum is present at any meeting, the vote of
the holders of a majority of the stockholders present or represented by proxy at
such meeting and entitled to vote shall be the act of the stockholders;
provided, however, that when a quorum is present at any meeting of stockholders
pertaining to a particular class of capital stock or as to any matter on which
such class of stock is entitled to vote separately from any other class of
stock, the vote of the holders of a majority of the issued and outstanding stock
of such class present in person or represented by proxy, shall be the act of the
stockholders of such class of stock. Each stockholder shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for stock having
voting power held by such stockholder, except to the extent that the voting
rights of the stock of any class or classes are limited or denied by the
Certificate of Incorporation. At each election for directors every stockholder
shall be entitled to vote, in person or by proxy, the number of shares of stock
owned by him for as many persons as there are directors to be elected and for
whose election he has a right to vote. Cumulative voting is not permitted by the
Certificate of Incorporation and, hence, is prohibited. Every proxy must be
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from the date of
its execution unless otherwise provided therein. Each proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable bylaw. Stock registered in the name of another corporation may be
voted by such officer, agent, or proxy as the Bylaws of such corporation may
prescribe or, in the absence of such provisions, as the board of directors of
such corporation may determine. Stock held by an administrator, executor,
guardian, or conservator may be voted by him, either in person or by proxy
without a transfer of such stock into his name. Stock 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 the stock held by him without a transfer of such stock into
his name as trustee. Stock standing in the name of a receiver may be voted by
such receiver, and stock held by or under the control of a receiver may be voted
by such receiver without being transferred into his name, if such authority is
contained in an appropriate order of the court that appointed the receiver. A


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stockholder whose stock is pledged shall be entitled to vote such stock until
the stock has been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred. Stock belonging to
the Corporation or held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total amount of outstanding stock at any given time.

         Section 9. Action by Unanimous Consent. Any action required to be taken
at an annual or special meeting of the stockholders, or any action which may be
taken at any annual or special meeting of such stock holders, 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.

         Section 10. Presence at Meetings by Means of Communication Equipment.
Stockholders may participate in and hold a meeting of such stockholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this section shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

         Section 11. Inspectors of Election. The Board of Directors shall, in
advance of any meeting of stockholders, appoint one or more inspectors of
election and may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate so
appointed shall be willing or able to serve, the chairman of the meeting shall
appoint the necessary inspector of elections. Each inspector so appointed,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. The inspector shall: (a) ascertain the
number of shares of capital stock of the Corporation outstanding and the voting
power of each; (b) determine the shares represented at the meeting, the
existence of a quorum, and the validity of proxies and ballots; (c) count and
tabulate all votes and ballots; (d) determine and retain for a reasonable period
a record of the disposition of any challenges made to any determination by the
inspectors; (e) certify their determination of the number of shares represented
at the meeting and their count of all votes and ballots; and (f) do such acts as
are proper to conduct the election or vote with fairness to all stockholders.
The date and time of the opening and closing of the polls for each matter upon
which stockholders will vote at a meeting shall be announced at the meeting, and
no ballots, proxies or votes, nor any revocations thereof or change thereto,
shall be accepted by the inspectors after the closing of the polls. No director
or candidate for the office of director shall act as an inspector of election of
directors Inspectors need not be stockholders.

                                   ARTICLE III

                                    Directors

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         Section 1. Number of Directors. The number of directors of the
Corporation shall be fixed from time to time by resolution of the Board of
Directors, but in no case shall the number of directors be less than eight (8)
or more than twelve (12); provided, however, the Securityholders Agreement, for
as long as it remains in force and effect, shall prescribe the number of
directors and their method of election, removal and replacement. Until otherwise
fixed by resolution of the Board of Directors, the number of directors shall be
the number stated in the Certificate of Incorporation of the Corporation. No
decrease in the number of directors shall have the effect of reducing the term
of any incumbent director. Directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 2 of this Article III or in the
Certificate of Incorporation, and each director shall hold office until (i) his
successor is elected and qualified, (ii) he dies, (iii) he resigns, or (iv) he
is removed. Directors need not be residents of the State of Delaware or
stockholders of the Corporation.

         Section 2. Vacancies. Subject to other provisions of this Section, the
Certificate of Incorporation and except as otherwise provided in the
Securityholders Agreement, any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors,
though the remaining directors may constitute less than a quorum of the Board of
Directors as fixed by Section 10 of this Article III. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by unanimous vote of the existing directors. Except as
otherwise provided in the Securityholders Agreement, Stockholders holding a
majority of the issued and outstanding stock entitled to vote may, at any time,
terminate the term of office of all or any of the directors, with or without
cause, by a vote at any annual or special meeting, or by written statement,
signed by the holders of all of such stock, and filed with the Secretary or, in
his absence, with any other officer; provided, however, that the term of office
of any director elected by holders of Series A Stock or Series A Common Shares
(each as defined in the Securityholders Agreement) may only be terminated in the
manner provided herein by a majority of the issued and outstanding stock of such
class that has elected such director. Such removal shall be effective
immediately upon such stockholder action even if successors are not elected
simultaneously, and the vacancies on the Board of Directors caused by such
action shall be filled only by election by the stockholders.

         Section 3. General Powers. The business of the Corporation shall be
managed by its Board of Directors, which may exercise all powers of the
Corporation and do all such lawful acts and things, as are not by the Act, the
Certificate of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders

         Section 4. Place of Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.

         Section 5. Annual Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw in conjunction with and at
the same place as the annual meeting of stockholders. In the event such meeting
is not held at the time and place specified in the preceding sentence, the
meeting may be held at such time and place as shall be specified in a 

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notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver of notice signed by all
the directors.

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

         Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by, or at the request of, the Chairman or Vice Chairman of the
Board of Directors, or the President and shall be called by the Secretary on the
written request of a majority of the incumbent directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
for holding any special meeting of the Board of Directors called by them.

         Section 8. Notice of Special Meetings. Notice of any special meetings
shall be given at least forty-eight (48) hours previous thereto if given either
personally (including written notice delivered personally (including by
telecopy) or telephone notice) or by telegram, and at least one hundred twenty
(120) hours previous thereto if given by written notice mailed to each director
at the address of his business or residence. If mailed, the notice shall be
deemed to be delivered when deposited in the United States mail addressed, in
the above-specified manner, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

         Section 9. Waiver of Notice. Any Director may waive notice of any
meeting, as provided in Article IV, Section 2, of these Bylaws. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

         Section 10. Quorum and Voting. At all meetings of the Board of
Directors, the presence of a majority of the number of directors fixed by
Article III, Section 1, of these Bylaws shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the affirmative vote of
at least a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the Act, the Certificate of Incorporation or these
Bylaws. If a quorum shall not be present at any meeting of directors, a majority
of the directors present thereat may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a quorum shall be
present.

         Section 11. Committees. The Board of Directors by resolution passed by
a majority of the whole Board may designate committees (other than an Executive
Committee), each committee to consist of two or more directors, one of whom
shall be designated as Chairman and shall preside at all meetings of such
committee, which committees shall have such 

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power and authority and shall perform such functions as may be provided in such
resolution. At any meeting of the committee a majority of the members of the
committee shall constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which a quorum is present
shall be the act of the committee. Such committee or committees shall have such
name or names as may be designated by the Board of Directors. All other such
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required.

         Section 12. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors;
provided, however, that any director appointed by the holders of Series A
Preferred Stock and Series A Common Shares (as each such term is defined in the
Securityholders Agreement) shall be entitled to reimbursements in respect of any
expenses incurred by such director in its capacity as such. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of any committee may, by resolution of the Board of Directors, be allowed like
compensation of attending meetings.

         Section 13. Action By Unanimous Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors or of a committee
designated by the Board of Directors may be taken without a meeting if a written
consent, setting forth the action so taken, is signed by all the members of the
Board of Directors or the committee, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.

         Section 14. Presence at Meetings by Means of Communication Equipment.
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this section shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

                                   ARTICLE IV

                                     Notices

         Section 1. Form of Notice. Whenever under the provisions of the Act,
the Certificate of Incorporation or these Bylaws, notice is required to be given
to any director or stockholder, and no provision is made as to how such notice
shall be given, such notice shall be given in writing, by mail, postage prepaid,
addressed to such director or stockholder at such address as appears on the
books of the Corporation, provided, that such notice as is required to be given
to any director also may be given either personally (including written notice
delivered personally or telephone notice) or by telegram. Any notice required or
permitted to be given by 

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mail shall be deemed to be given at the time when the same be thus deposited in
the United States mail addressed, in the above-specified manner, with postage
thereon prepaid.

         Section 2. Waiver. Whenever any notice is required to be given to any
director or stockholder of the Corporation under the provisions of the Act, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated in such notice, shall be equivalent to the giving of such notice.

                                    ARTICLE V

                                    Officers

         Section 1. General. The elected officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents, with or without such descriptive titles as the Board of
Directors shall deem appropriate, a Secretary, a Chief Financial Officer and a
Treasurer. The Board of Directors by resolution may also appoint one or more
Assistant Secretaries, and such other officers and assistant officers and agents
as from time to time may appear to be necessary or advisable in the conduct of
the affairs of the corporation. Any two or more offices may be held by the same
person.

         Section 2. Election. The Board of Directors shall elect and appoint the
officers to fill the positions designated in Section 1 of this Article V. The
Board of Directors may appoint such other officers and agents as it shall deem
necessary and may determine the salaries, powers and duties of all officers and
agents from time to time. The officers shall hold office until their successors
are chosen and qualified. Except as set forth in the Certificate of
Incorporation or the Securityholders Agreement, any officer elected or appointed
by the Board of Directors may be removed for or without cause, at any time by a
majority vote of the whole Board when in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointments of an officer or agent shall not of itself create contract rights.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

         Section 3. Chairman of the Board. The Chairman of the Board shall be a
director of the Corporation and shall preside at all meetings of the
stockholders and Board of Directors. The Chairman of the Board shall have
general supervision of the affairs of the Corporation and general control of all
of its business or businesses.

         Section 4. Vice Chairman of the Board. The Vice Chairman of the Board
shall be a director of the Corporation and shall be subordinate only to the
Chairman of the Board, the Executive Committee and the Board of Directors. The
Vice Chairman of the Board shall, in the absence of the Chairman, preside at all
meetings of the Board of Directors and stockholders of the Corporation. The Vice
Chairman of the Board shall assist the Chairman of the Board with the general
supervision of the affairs of the Corporation and the general control of all of
its 



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business or businesses and the Vice Chairman of the Board shall perform such
duties and services in connection therewith as shall be assigned to or required
of the Vice Chairman of the Board from time to time by the Chairman of the Board
and Board of Directors.

         Section 5. President. The President shall have active control of the
operations and business or businesses of the Corporation, subordinate only to
the Chairman of the Board and the Board of Directors. The President shall have
authority to execute bonds, deeds, contracts in the name of the Corporation and
to affix the corporate seal thereto; and, in general, to exercise all the power
usually appertaining to the office of President of a corporation, except as
otherwise provided in these Bylaws. The President shall perform such other
duties and services as shall be assigned to or required of the President from
time to time by the Chairman of the Board and Board of Directors.

         Section 6. Vice Presidents. The Vice President or, if there be more
than one, the Vice Presidents, shall perform all such duties and services as
shall be assigned to or required of them from time to time by the Chairman of
the Board, Board of Directors or President.

         Section 7. Secretary and Assistant Secretaries. The Secretary shall
have charge of the seal of the Corporation and have authority to affix the same
to any instrument requiring it, and when so affixed, it shall be attested by the
Secretary's signature or by the signature of an Assistant Secretary, which may
be in facsimile. The Secretary shall keep and account for all books, documents,
papers and records of the Corporation except those for which some other officer
or agent is properly accountable. The Secretary shall have authority to sign
stock certificates, and shall generally perform all the duties usually
appertaining to the office of the Secretary of a corporation. Assistant
Secretaries, in the order of their seniority unless otherwise determined by the
Board of Directors, shall assist the Secretary, and in the absence,
unavailability or disability of the Secretary, perform the duties and exercise
the powers of the Secretary.

         Section 8. Chief Financial Officer. The Chief Financial Officer shall
be the principal financial officer of the Corporation. The Chief Financial
Officer shall have active control of and shall be responsible for all matters
pertaining to the finances of the Corporation. The Chief Financial Officer shall
perform such other duties and services as shall be assigned to or required of
the Chief Financial Officer from time to time by the Chairman of the Board,
Executive Committee, Board of Directors and the President.

         Section 9. Treasurer. The Treasurer shall have the care and custody of
all monies, funds and securities of the Corporation and shall deposit all monies
and other valuable effects in the name of and to the credit of the Corporation
in such depositories as may be designated by the Board of Directors. The
Treasurer shall cause to be recorded a statement of all receipts and
disbursements of the Corporation in order that proper entries may be made in the
books of account. The Treasurer shall have the power to endorse for deposit or
collection, or otherwise, all checks, drafts, notes, bills of exchange, or other
commercial paper payable to the Corporation, and to give proper receipts or
discharges for payments to the Corporation.

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         Section 10. Bonding. If required by the Board of Directors, all or
certain of the officers shall give the Corporation a bond in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of the duties of their office and for
the restoration to the Corporation, in case of their death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in their possession or under their control
belonging to the Corporation.

                                   ARTICLE VI

                         Certificates Representing Stock

         Section 1. Form of Certificates. The Corporation shall deliver
certificates representing all stock to which stockholders are entitled.
Certificates representing stock of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof the name of the registered
holder; the number, class of stock and the designation of the series, if any,
which said certificate represents; and either the par value of the stocks or
statement that the stock is without par value. Each certificate shall also set
forth on the back thereof, a full or summary statement of matters required by
the Act, or Certificate of Incorporation to be described on certificates
representing the stock, and shall contain a statement on the face thereof
referring to the matters set forth on the back thereof. Certificates shall be
signed by the Chairman of the Board or the President or any Vice President and
the Secretary or any Assistant Secretary, and may be sealed with the seal of the
Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent or registered by a registrar, either of which is other than the
Corporation or an employee of the Corporation, the signatures of the
Corporation's officers may be facsimiles. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on such
certificate or certificates, shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may be adopted, nevertheless, by the
Corporation and issued and delivered as though the person or persons who or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of the Corporation.

         Section 2. Restrictions on Transferability of Stock. In the event any
restriction on the transfer, or registration of the transfer of stock, shall be
imposed or agreed to, by the Corporation, as permitted by law, each certificate
representing stock so restricted shall conspicuously set forth a full or summary
statement of the restriction on the face of the certificate, or shall set forth
such statement on the back of the certificate and conspicuously refer to the
same on the face of the certificate, or shall conspicuously state on the face or
back of the certificate that such restriction exists pursuant to a specified
document and that the Corporation will furnish to the holder of the certificate
without charge upon written request to the Corporation at its principal place of
business or registered office a copy of the specified document.

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         Section 3. Lost Certificates. The Corporation may direct that a new
certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the
issuance of a new certificate or certificates, the officers of the Corporation,
in their discretion and as a condition precedent to the issuance thereof, may
require the owner of the lost, stolen or destroyed certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall
require and give the Corporation a bond in such form, in such sum, and with such
surety or sureties as the Corporation may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

         Section 4. Transfer of Shares. Stock shall be transferable on the books
of the Corporation by the holder thereof in person or by his duly authorized
attorney. Subject to any restrictions on transfer set forth in the Certificate
of Incorporation of the Corporation, these Bylaws, the Securityholders Agreement
or any other agreement among stockholders to which the Corporation is a party or
has notice, upon surrender to the Corporation or to the transfer agent of the
Corporation of a certificate representing stock duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation or the transfer agent of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books

         Section 5. Registered Stockholders. The Corporation shall be entitled
to recognize the holder of record of any stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such stock on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by law.

                                   ARTICLE VII

                    Indemnification of Directors and Officers

         Section 1. Indemnification.

         (A) Subject to the conditions and limitations of this Article VII and
the Corporation's Certificate of Incorporation, the Corporation shall, to the
fullest extent permitted by the Delaware General Corporation Law as it may then
be in effect, indemnify and hold harmless any person who is or was a party, or
is threatened to be made a party to, any threatened, pending or completed
action, claim, litigation, suit or proceeding, whether civil, criminal,
administrative or investigative, whether predicated on foreign, federal, state
or local law, and whether formal or informal (collectively, "actions") by reason
of his status as, or the fact that he is or was or has agreed to become, a
director or officer (an "executive") of the Corporation or of an affiliate, and
as to acts performed in the course of the executive's duty to the Corporation or
to an affiliate, against expenses, fees, costs and charges, including, without
limitation, attorneys' fees and disbursements (collectively, "expenses"),
judgments, fines and amounts paid in 

                                      -11-
<PAGE>   12

settlement actually and reasonably incurred by or on behalf of the executive in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, in connection with the investigation, defense, settlement or appeal
of such action), no matter by whom brought; provided, that it is not determined
pursuant to Section 2 of this Article VII or by the court before which such
action was brought, that:

                   (i) the executive did not act in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the Corporation and its stockholders,

                   (ii) the executive engaged in criminal conduct, and had no
         reasonable cause to believe his conduct was lawful; or

                   (iii) the executive engaged in fraudulent or intentional
         misconduct in the performance of his duty to the Corporation.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

         B. Subject to the conditions and limitations of this Article VII and
the Corporation's Certificate of Incorporation, the Corporation shall, to the
fullest extent permitted by the Delaware General Corporation Law as it may then
be in effect, indemnify and hold harmless any person who is or was a party, or
is threatened to be made a party to, any threatened, pending or completed
action, claim, litigation, suit or proceeding, by or in the right of the
Corporation to procure a judgment in its favor, whether predicated on foreign,
federal, state or local law, and whether formal or informal (collectively,
"actions") by reason of his status as, or the fact that he is or was or has
agreed to become, a director or officer (an "executive") of the Corporation or
of an affiliate, and as to acts performed in the course of the executive's duty
to the Corporation or to an affiliate, against expenses including, without
limitation, attorneys' fees and disbursements (collectively, "expenses"),
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit; provided, that

                   (i) it is not determined pursuant to Section 2 of this
         Article VII or by the court before which such action was brought, that
         the executive did not act in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         Corporation and its stockholders; and

                   (ii) no indemnification shall be made in respect of any
         claim, issue or matter as to which such person shall have been adjudged
         to be liable to the Corporation unless and only to the extent that the
         Court of Chancery of the State of Delaware or the court in which such
         action or suit was brought shall determine 

                                      -12-
<PAGE>   13

         upon application that, despite the adjudication of liability, but in
         view of all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which the Court of
         Chancery or such other court shall be deemed proper.

         (C) To the extent the executive has been successful on the merits or
otherwise in connection with any action referred to in Section 1(A) or (B) of
this Article VII, no matter by whom brought (including, without limitation, the
settlement, dismissal, abandonment or withdrawal of any such action where the
executive does not pay, incur or assume any material liability), or in
connection with any claim, issue or matter therein, he shall be indemnified by
the Corporation against expenses reasonably incurred by or on behalf of him in
connection therewith. The Corporation shall pay such amounts (net of all
amounts, if any, previously advanced to the executive pursuant to Section 4 of
this Article VII) to the executive (or to such other person or entity as the
executive may designate in writing to the Corporation) upon the executive's
written request therefor without regard to the provisions of Section 2 of this
Article VII.

         (D) Notwithstanding the provisions of Section 1(A)(ii), and 1(A)(iii),
no executive shall be indemnified by the Corporation for monetary damages
incurred by the executive pursuant to an action brought by or in the right of
the Corporation to procure a judgment in its favor (sometimes hereinafter
referred to as a "derivative action") or an action brought by a stockholder of
the Corporation if it is determined pursuant to Section 2 of his Article VII, or
by the court before which such action was brought:

                   (i) the executive materially breached his duty of loyalty to
         the Corporation or its stockholders;

                   (ii) the executive committed material acts or omissions in
         bad faith or which involve intentional misconduct or a knowing
         violation of the law;

                   (iii) the executive engaged in any material willful or
         negligent conduct in paying dividends or repurchasing stock of the
         Corporation out of other than lawfully available funds; or

                   (iv) the executive derived an improper personal benefit from
         any transaction, unless such improper personal benefit is determined to
         be immaterial in light of all of the circumstances of such action.

         (E) If the executive is or was serving as an executive, trustee,
fiduciary, employee or agent of an employee benefit plan or similar plan the
Corporation shall indemnify and hold harmless the executive against any and all
of such reasonable amounts in the same manner and under the same conditions as
set forth in Section 1(A) and (B) above.

         Section 2. Right to Indemnification: How Determined.

                                      -13-
<PAGE>   14

         (A) Except as otherwise set forth in this Section 2, any
indemnification to be provided to the executive by the Corporation under Section
1 of this Article VII upon the final disposition or conclusion of an action (or
a claim, issue or matter associated with such an action), unless otherwise
ordered by the court before which such action was brought, shall be paid by the
Corporation (net of amounts, if any, previously advanced to the executive
pursuant to Section 4 of this Article VII) to the executive (or to such other
person or entity as the executive may designate in writing to the Corporation)
within sixty (60) days after the receipt of the executive's written request
therefor, which request shall include a comprehensive accounting of amounts for
which indemnification is being sought and shall reference the provision of this
Article VII pursuant to which such claim is being made.

         Notwithstanding the foregoing, the payment of the requested amounts may
be denied by the Corporation if (i) the Board of Directors of the Corporation by
a majority vote thereof determines that such payment, in whole or in part, would
not be in the best interests of the Corporation and its stockholders and would
contravene the terms and conditions of this Article VII; or (ii) a majority of
the directors of the Corporation are a party in interest to such action. In
either of such events, the Board shall immediately authorize and direct, by
resolution, that an independent determination be made as to whether the
executive has met the applicable standard of conduct set forth in Section 1 of
this Article VII and, therefore, whether indemnification is proper pursuant to
this Article VII.

         Such independent determination shall be made by a panel of three
arbitrators, at the option of the Corporation in Miami, Florida, New York, New
York or Wilmington, Delaware, in accordance with the rules then prevailing of
the American Arbitration Association or, at the option of the executive, by an
independent legal counsel mutually selected by the Board of Directors and the
executive (such panel of arbitrators or independent legal counsel being
hereinafter referred to as the "authority").

         In any such determination there shall exist a rebuttable presumption
that the executive has met such standard of conduct and is therefore entitled to
indemnification pursuant to this Article VII. The burden of rebutting such
presumption by clear and convincing evidence shall be on the Corporation.

         If a panel of arbitrators is to be employed, one of such arbitrators
shall be selected by the Board of Directors by a majority vote of a quorum
thereof consisting of directors who were not parties in interest to such action
(or, if such quorum is not obtainable, by an independent legal counsel chosen by
the Board of Directors), the second by the executive and the third by the
previous two arbitrators.

         The authority shall make a determination within sixty (60) days of
being selected and shall simultaneously submit a written opinion of its
conclusions to both the Corporation and the executive and, if the authority
determines that the executive is entitled to be indemnified for any amounts
pursuant to this Article VII, the Corporation shall pay such amounts (net of all
amounts, if any, previously advanced to the executive pursuant to Section 4 of
this Article VII), including interest thereon as provided in Section 5(C) of
this Article VII, to the executive (or to 


                                      -14-
<PAGE>   15
such other person or entity as the executive may designate in writing to the
Corporation) within ten (10) days of receipt of such opinion.

         (B) The executive may, either before or within two (2) years after a
determination, if any, has been made by the authority, petition any court of
competent jurisdiction to determine whether the executive is entitled to
indemnification under this Article Vii. Such court shall thereupon have the
exclusive power to make such determination unless and until such court dismisses
or otherwise terminates such proceeding without having made such determination.

         The court shall make an independent determination of whether the
executive is entitled to indemnification as provided under this Article VII,
irrespective of any prior determination made by the authority; provided,
however, that there shall exist a rebuttable presumption that the executive has
met the applicable standard of conduct and is therefore entitled to
indemnification pursuant to this Article VII. The burden of rebutting such
presumption by clear and convincing evidence shall be on the Corporation.

         If the court determines that the executive is entitled to be
indemnified for any amounts pursuant to this Article VII, unless otherwise
ordered by such court, the Corporation shall pay such amounts (net of all
amounts, if any previously advanced to the executive pursuant to Section 4 of
this Article VII), including interest thereon as provided in Section 5(C) of
this Article VII, to the executive (or to such other person or entity as the
executive may designate in writing to the Corporation) within ten (10) days of
the rendering of such determination.

         The executive shall pay all expenses incurred by the executive in
connection with the judicial determination provided in this Section 2(B), unless
it shall ultimately be determined by the court that he is entitled to be
indemnified, in whole or in part, by the Corporation as authorized hereby. All
expenses incurred by the executive in connection with any subsequent appeal of
the judicial determination provided for in this Section 2(B) shall be paid by
the executive regardless of the disposition of such appeal.

         (C) Except as otherwise set forth in this Section 2, the expenses
associated with the indemnification process set forth in this Section 2,
including, without limitation, the expenses of the authority selected hereunder,
shall be paid by the Corporation.

         Section 3. Termination of an Action is Nonconclusive. The termination
of any action, no matter by whom brought, by judgement, order, settlement,
conviction, or upon a plea of no contest or its equivalent, shall not, of
itself, create a presumption that the executive has not met the applicable
standard of conduct set forth in Section 1 of this Article VII.

         Section 4 Advance Payment.

         (A) Expenses reasonably incurred by or on behalf of the executive in
connection with any action (or claim, issue or matter associated with such
action), no matter by whom brought, shall be paid by the Corporation to the
executive (or to such other persons or entity as

                                      -15-
<PAGE>   16

the executive may designate in writing to the Corporation) in advance of the
final disposition or conclusion of such action (or claim, issue or matter
associated with such action) upon the receipt of the executive's written request
therefor; provided, the following conditions are satisfied:

                   (i) the executive has first requested an advance of such
         expenses in writing (and delivered a copy of such request to the
         Corporation) from each insurance carrier, to whom a claim has been
         reported under and insurance policy purchased by the Corporation, if
         any, as provided under Section 7 of this Article VII and each such
         insurance carrier has decLined to make such an advance;

                   (ii) the executive furnishes to the Corporation an executed
         written certificate affirming his good faith belief that he has met the
         applicable standard of conduct set forth in Section 1 of this Article
         VII; and

                   (iii) the executive furnishes to the Corporation, in a form
         reasonably satisfactory to the Corporation, an executed written
         agreement to repay any advances made under this Section 4 if it is
         ultimately determined that he is not entitled to be indemnified by the
         Corporation for such amounts pursuant to this Article VII.


         (B) If the Corporation makes an advance of expenses to the executive
pursuant to this Section 4, the Corporation shall be subrogated to every right
of recovery the executive may have against any insurance carrier from whom the
Corporation has purchased insurance for such purpose.

         Section 5. Partial Indemnification; Interest.

         (A) If it is determined by the authority pursuant to Section 2 of this
Article VII, or by the court before which such action was brought, that the
executive is entitled to indemnification as to some claims, issues or masters,
but not as to other claims, issues or matters, involved in any action, no matter
by whom brought, the authority (or the court) shall authorize the reasonable
proration of such expenses, judgements, penalties, fines and amounts incurred in
settlement with respect to which indemnification is sought by the executive,
among such claims, issues or matters as the authority (or the court) shall deem
appropriate in light of all of the circumstances of such action.

         (B) If it is determined by the authority pursuant to Section 2 of this
Article VII or by the court before which such action was brought, that certain
amounts incurred by the executive are for whatever reason unreasonable in
amount, the authority (or the court) shall authorize indemnification to be paid
by the Corporation to the executive for only such amounts as the authority (or
the court) shall deem reasonable in light of all of the circumstances of such
action.

         (C) To the extent deemed appropriate by the authority, or by the court
before which such action was brought, interest shall be paid by the Corporation
to the executive, at a reasonable interest rate, for amounts for which the
Corporation indemnifies the executive.

                                      -16-
<PAGE>   17

         Section 6. Non-exclusivity of Agreement. The right to indemnification
and advancement of expenses provided to the executive of this Article VII shall
not be deemed exclusive of any other rights to which the executive may be
entitled under any charter provision, bylaw, agreement, resolution, vote of
stockholders or disinterested directors of the Corporation or otherwise,
including, without limitation, under Delaware General Corporation Law Section
145 as it may then be in effect, both as to acts in his official capacity as
such executive or other employee or agent of the Corporation or of an affiliate
or as to acts in any other capacity while holding such office or position, and
the terms and provisions of this Article VII shall continue as to the executive
if he ceases to be an executive or other employee or agent of the Corporation or
of an affiliate, and such terms and provisions shall inure to the benefit of the
heirs, executors and administrators of the executive.

         Section 7. Insurance.

         (A) The Corporation may purchase and maintain insurance on behalf of
the executive against any liability asserted against him or incurred by or on
behalf of him in such capacity as an executive or other employee or agent of the
Corporation or of an affiliate, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of this Article VII or under Delaware General Corporation
Law Section 145 as it may then be in effect. The purchase and maintenance of
such insurance shall not in any way limit or affect the rights and obligations
of the Corporation or the executive under this Article VII and the adoption of
this Article VII by the Corporation shall not in any way limit or affect the
rights and obligations of the Corporation or of the other party or parties
thereto under any such policy or agreement of insurance.

         (B) If the executive shall receive payment from any insurance carrier
or from the plaintiff in any action against the executive in respect of
indemnified amounts after payments on account of all or part of such indemnified
amounts have been made by the Corporation pursuant to this Article VII, the
executive shall promptly reimburse the Corporation for the amount, if any, by
which the sum of such payment by such insurance carrier or such plaintiff and
payments by the Corporation to the executive exceeds such indemnified amounts;
provided, however, that such portions, if any, of such insurance proceeds that
are required to be reimbursed to the insurance carrier under the terms of its
insurance policy, such as deductible or coinsurance payments, shall not be
deemed to be payments to the executive hereunder. In addition, upon payment of
indemnified amounts under this Article VII, the Corporation shall be subrogated
to the executive's rights against any insurance carrier in respect of such
indemnified amounts and the executive shall execute and deliver any and all
instruments and documents and perform any and all other acts and deeds which the
Corporation deems necessary or advisable to secure such rights. The executive
shall do nothing to prejudice such rights of recovery or subrogation.

         Section 8. Witness Expenses. Upon the executive's written request, the
Corporation shall pay (in advance or otherwise) or reimburse any and all
expenses reasonably incurred by the executive in connection with his appearances
as a witness in any action at a time when he has not been formally named a
defendant or respondent to such an action.

                                      -17-
<PAGE>   18

         Section 9. Contribution.

         (A) If the indemnity provided for in Section 1 of this Article VII is
unavailable to the executive for any reason whatsoever, the Corporation, in lieu
of indemnifying the executive, shall contribute to the amount reasonably
incurred by or on behalf of the executive, whether for judgments, fees,
penalties, amounts incurred in settlement or for expenses in connection with any
action, no matter by whom brought, in such proportion as deemed fair and
reasonable by the authority pursuant to Section 2 of this Article VII, or by the
court before which such action was brought, taking into account all of the
circumstances of such action, in order to reflect (i) the relative benefits
received by the Corporation and the executive as a result of the event or
transaction giving cause to such action; and (ii) the relative fault of the
Corporation (and its other executives, employees and agents) and the executive
in connection with such event or transaction.

         (B) The executive shall not be entitled to contribution from the
Corporation under this Section 9 if it is determined pursuant to Section 2 of
this Article VII, or by the court before which such action was brought, that the
executive engaged in criminal, fraudulent or intentional misconduct in the
performance of his duty to the Corporation or otherwise violated the provisions
of Section 1(C) of this Article VII.

         (C) The Corporation's payment of, and the executive's right to,
contribution under this Section 9 shall be made and determined in accordance
with Section 2 of this Article VII relating to the Corporation's payment of, and
the executive's right to, indemnification.

         Section 10. Severability. If any provision of this Article VII shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article VII contravene public
policy, this Article VII shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any such
provisions which are invalid and inoperative or which contravene public policy
shall be deemed, without further action or deed on the part of any person, to be
modified, amended or limited, but only to the extent necessary to render the
same valid and enforceable, and the Corporation shall indemnify the executive as
to expenses, judgments, fines and amounts incurred in settlement with respect to
any action, no matter by whom brought, to the full extent permitted by any
applicable provision of this Article VII that shall not have been invalidated
and to the full extent otherwise permitted by the Delaware General Corporation
Law as it may then be in effect.

         Section 11. Amendment and Modification. This Article VII has been
adopted by the affirmative vote of a majority of the stockholders of the
Corporation entitled to vote therefor and may only be altered, amended or
repealed by the affirmative vote of a majority of the stockholders of each class
of stock of the Corporation so entitled to vote; provided, however, that such
stockholder authorization shall not be required in the event such alteration or
amendment:

                                      -18-
<PAGE>   19

                   (A) is made in order to conform to any amendment or revision
         of the Delaware General Corporation Law which expands an executive's
         rights to indemnification thereunder or is otherwise beneficial to the
         executive, or

                   (B) in the sole judgment and discretion of the Board of
         Directors of the Corporation, does adversely affect the rights and
         protection of the stockholders of the Corporation.

                                  ARTICLE VIII

                               General Provisions

         Section 1. Dividends. Dividends upon the outstanding stock of the
Corporation, subject to the provisions of the Act, the Certificate of
Incorporation and any agreements or obligations of the Corporation, if any, may
be declared by the Board of Directors at any regular or special meeting.
Dividends may be declared and paid in cash, in property, or in stock of the
Corporation, provided that all such declarations and payment of dividends shall
be in strict compliance with all applicable laws and the Certificate of
Incorporation. The Board may fix in advance a record date for the purpose of
determining stockholders entitled to receive payment of any dividend, such
record date to be not more than sixty (60) days nor less than ten (10) days
prior to the payment of such dividend. In the absence of any action by the Board
of Directors, the date upon which the Board of Directors adopts the resolution
declaring such dividend shall be the record date.

         Section 2. Reserves. There may be created by resolution of the Board of
Directors such reserve or reserves as the Board of Directors from time to time,
in its absolute discretion, deems proper to provide for contingencies, or to
equalize dividends, or to repair or maintain any property of the Corporation, or
for such other proper purposes as the Board of Directors shall deem beneficial
to the Corporation, and the Board of Directors may modify or abolish any reserve
in the same manner in which it was created.

         Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 4. Seal. The Corporation shall have a seal which may be used by
causing it or a facsimile thereof to be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be executed by its
proper officers.

         Section 5. Annual Statement. The Board of Directors shall present at
each annual meeting and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement of the business
and condition of the Corporation.

         Section 6. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may designate from time to time.

                                      -19-
<PAGE>   20
         Section 7. Voting Securities Owned by Corporation. Voting securities in
any other corporation held by this Corporation shall be voted by the Chairman of
the Board, the Vice Chairman of the Board, the President or any Vice President,
unless the Board of Directors confers authority to vote with respect thereto,
which may be general or confined to specific investments, upon some other person
or officer. Any person authorized to vote securities shall have the power to
appoint proxies with the general power of substitution.

         Section 8. Resignation. Any director, officer, employee or agent of the
Corporation may resign by giving written notice to the Chairman of the Board or
the Secretary. The resignation shall take effect at the time specified therein,
or immediately if no time is specified therein. Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.

         Section 9. Restated Certificate of Incorporation. Notwithstanding
anything to the contrary herein, if any provision contained in these Restated
Bylaws is inconsistent with or conflicts with a provision of the Restated
Certificate of Incorporation, such provision of these Restated Bylaws shall be
superseded by the inconsistent provision in the Restated Certificate of
Incorporation to the extent necessary to give effect to such provision in the
Restated Certificate of Incorporation.

                                   ARTICLE IX

                              Amendments To Bylaws

         Except as set forth in the Securityholders Agreement, these Bylaws may
be altered, amended, modified or repealed, or new Bylaws may be adopted at any
meeting of the Board of Directors at which a quorum is present by the
affirmative vote of a majority of the directors present at such meeting.

                                      -20-