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                                                                    EXHIBIT 3.02

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                         HIGH SPEED NET SOLUTIONS, INC.

                             ARTICLE I. SHAREHOLDERS

         SECTION 1. ANNUAL MEETING. The annual meeting of the Shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting shall be held within four (4)
months after the close of the corporation's fiscal year. The annual meeting of
Shareholders for any year shall be held no later than thirteen (13) months after
the last preceding annual meeting of Shareholders. Business transacted at the
annual meeting shall include the election of Directors of the corporation.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the Shareholders shall
be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than ten percent (10%) of all
the shares entitled to vote at the meeting. A meeting requested by Shareholders
shall be called for a date not less than ten (10) nor more than sixty (60) days
after the request is made, unless the Shareholders requesting the meeting
designate a later date. The call for the meeting shall be issued by the
Secretary, unless the President or the Board of Directors designates another
person to do so.

         SECTION 3. PLACE. Meetings of Shareholders may be held within or
without the State of Florida.

         SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the 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 meeting, either personally or by
first class mail, by or at the direction of the President, the Secretary, or the
Officer or persons calling the meeting to each Shareholder 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 addressed to the Shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.

         SECTION 5. NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Section to each Shareholder
of record on the new record date entitled to vote at such meeting.

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         SECTION 6. FIXING RECORD DATE. For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting of Shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of Shareholders for any other purpose, the Board
of Directors shall fix in advance a date as the record date for any
determination of Shareholders, such date in any case to be not more than seventy
days prior to the date on which the particular action requiring such
determination of Shareholders is to be taken. When a determination of
Shareholders entitled to vote at any meeting of Shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date for the adjourned
meeting, which it must do if the meeting is more than 120 days after the date
fixed for the original meeting.

         SECTION 7. VOTING RECORD. The Officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of Shareholders or such shorter time as exists between
the record date and the meeting, a complete alphabetical list of the
Shareholders entitled to vote at such meeting or any adjournment thereof, with
the address of and the number and class and series, if any, of shares held by
each. The list, for a period of ten (10) days prior to such meeting or such
shorter time as exists between the record date and the meeting, shall be kept on
file at the principal place of business of the corporation or at the office of
the transfer agent or registrar of the corporation and any Shareholder, on
written demand, shall be entitled to inspect the list at any time during the
usual business hours. The 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
Shareholder at any time during the meeting.

         If the requirements of this Section have not been substantially
complied with, the meeting on demand of any Shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this Section shall not
affect the validity of any action taken at such meeting.

         SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of Shareholders. When a specified item of business is required to
be voted on by a class or series of stock, a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.

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

         If a quorum is present, action on a matter (other than the election of
Directors) by a voting group is approved if the votes cast within the voting

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group favoring the action exceed the votes cast opposing the action, unless a
greater or lesser number of affirmative votes is required by the articles of
incorporation or by law.

         Unless otherwise provided in the articles of incorporation, Directors
will be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.

         SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one (1) vote on each matter submitted to a vote at a
meeting of Shareholders.

         Shares of stock of this corporation owned by another corporation the
majority of the voting stock of which is owned or controlled by this
corporation, shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of outstanding shares at
any given time.

         A Shareholder may vote either in person or by proxy executed in writing
by the Shareholder or his duly authorized attorney-in-fact.

         At each election for Directors every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected at
that time and for whose election he has a right to vote.

         Shares standing in the name of another corporation, domestic or
foreign, may be voted by the Officer, agent, or proxy designated by the Bylaws
of the corporate Shareholder; or, in the absence of any applicable Bylaw, by
such person as the Board of Directors of the corporate Shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the Bylaws or other instrument of the corporate Shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate Shareholder, the Chairman of the Board, President, any Vice President,
Secretary and Treasurer of the corporate Shareholder shall be presumed to
possess, in that order, authority to vote such shares.

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

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

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         A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

         On and after the date on which a written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.

         SECTION 10. PROXIES. Every Shareholder entitled to vote at a meeting of
Shareholders or to express consent or dissent without a meeting or any
Shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.

         Every proxy must be signed by the Shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Shareholder executing it, except as otherwise provided by
law.

         The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the Shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of Shareholders.

         If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.

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

         SECTION 11. VOTING TRUSTS. Any number of Shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a Shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder of record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.

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         SECTION 12. SHAREHOLDERS' AGREEMENTS. Two (2) or more Shareholders of
this corporation may enter into an agreement or agreements providing for the
exercise of voting rights in the manner provided in the agreement(s) or relating
to any phase of the affairs of the corporation as provided by law.

         SECTION 13. ACTION WITHOUT A MEETING. Any action required to be taken
at any annual or special meeting of Shareholders of the corporation or any
action which may be taken at any annual or special meeting of Shareholders, 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. If any class of
shares is entitled to vote thereon as a class, such written consent shall be
required of the holders of a majority of the shares of each class entitled to
vote as a class thereon and of the total shares entitled to vote thereon.

         Within ten (10) days after first obtaining such authorization by
written consent, notice must be given to those Shareholders who have not
consented in writing. The notice shall fairly summarize the material features of
the authorized action and, if the action be a merger, consolidation, or sale or
exchange of assets for which dissenters' rights are provided, the notice shall
contain a clear statement of the right of Shareholders dissenting therefrom to
be paid the fair value of their shares upon compliance with the Florida Statutes
provision concerning dissenters rights of Shareholders.

                              ARTICLE II. DIRECTORS

         SECTION 1. FUNCTION. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of a corporation shall be
managed under the direction of, the Board of Directors.

         SECTION 2. QUALIFICATION. Directors must be natural persons who are
eighteen (18) years of age but need not be residents of this state or
Shareholders of this corporation.

         SECTION 3. COMPENSATION. The Board of Directors shall have authority to
fix the compensation of Directors.

         SECTION 4. DUTIES OF DIRECTORS. A Director shall perform his duties as
a Director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

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         In performing his duties, a Director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:

                  (a) one (1) or more Officers or employees of the corporation
whom the Director reasonably believes to be reliable and competent in the
matters presented,

                  (b) counsel, public accountants or other persons as to matters
which the Director reasonably believes to be within such person's professional
or expert competence, or

                  (c) a committee of the Board upon which he does not serve,
duly designated in accordance with a provision of the Articles of Incorporation
or the Bylaws, as to matters within its designated authority, which committee
the Director reasonably believes to merit confidence.

         A Director shall not be considered to be acting in good faith if he has
actual knowledge concerning the matter in question that would cause such
reliance described above to be unwarranted.

         A person who performs his duties in compliance with this Section shall
have no liability by reason of being or having been a Director of the
corporation.

         SECTION 5. PRESUMPTION OF ASSENT. A Director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
objects at the beginning of the meeting to holding it or transacting specified
business or he votes against such action or abstains from voting in respect
thereto.

         SECTION 6. NUMBER. This corporation shall initially have one (1)
Director. The number of Directors may be increased or decreased from time to
time by amendment to these Bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent Director.

         SECTION 7. ELECTION AND TERM. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of Shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

         At the first annual meeting of Shareholders and at each annual meeting
thereafter the Shareholders shall elect Directors to hold office until the next
succeeding annual meeting. Each Director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.

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         SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall hold office only until the next election of
Directors by the Shareholders.

         SECTION 9. REMOVAL OF DIRECTORS. At a meeting of Shareholders called
expressly for that purpose, any Director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of Directors.

         SECTION 10. RESIGNATION OF DIRECTORS. Any Director may resign at any
time by giving written notice to the corporation, the Board of Directors, or its
chairman. The resignation of such Director shall take effect when the notice is
delivered unless the notice specifies a later effective date, in which event the
Board of Directors may fill the pending vacancy before the effective date if it
provides that the successor does note take office until the effective date.

         SECTION 11. QUORUM AND VOTING. A majority of the number of Directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
The act of the majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.

         SECTION 12. DIRECTOR CONFLICTS OF INTEREST. No contract or other
transaction between this corporation and one (1) or more of its Directors or any
other corporation, firm, association or entity in which one (1) or more of the
Directors are Directors or Officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
Director or Directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:

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

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

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

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

         SECTION 13. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:

                  (a) approve or recommend to Shareholders actions or proposals
required by law to be approved by Shareholders;

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

                  (c) amend the Bylaws;

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

                  (e) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a class
of shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor, and,
in the case of a series, the designation thereof, may, pursuant to a general
formula or method specified by the Board of Directors, by resolution or by
adoption of a stock option or other plan, authorize a committee to fix the terms
of any contract for the sale of the shares and to fix the terms upon which such
shares may be issued or sold, including, without limitation, the price, the rate
or manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of a class of shares, with full power in such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing with the
Department of State.

         The Board of Directors, by resolution adopted in accordance with this
Section, may designate one (1) or more Directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.

         SECTION 14. PLACE OF MEETINGS. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.

         SECTION 15. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the
Board of Directors shall be held without notice immediately following the annual
meeting of Shareholders. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each Director by either
personal delivery, telegram, telex or cable at least two (2) days before the
meeting or by notice mailed to the Director at least five days before the
meeting.

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

         A majority of the Directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the Directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.

         Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the corporation, or by any two (2) Directors.

         Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

         SECTION 16. ACTION WITHOUT A MEETING. Any action required to be taken
at a meeting of the Directors of a corporation, or any action which may be taken
at a meeting of the Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the Directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the Board or of the committee.
Such consent may: (a) be signed in counterparts, (b) may have faxed signatures,
copies of which shall be effective when received by the Corporation and (c)
shall have the same effect as a unanimous vote.

                              ARTICLE III. OFFICERS

         SECTION 1. OFFICERS. The Officers of this corporation shall consist of
a President and a Secretary, each of whom shall be elected by the Board of
Directors. Such other Officers and Assistant Officers and agents as may be
deemed necessary may be elected or appointed by the Board of Directors from time
to time. Any two (2) or more offices may be held by the same person.

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         SECTION 2. DUTIES. The Officers of this corporation shall have the
following duties:

         The President shall be the chief executive officer of the corporation,
and shall have general management of the business and affairs of the
corporation, subject to the direction of the Board of Directors.

         The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the Shareholders and Board of Directors, send all notices of meetings out,
and perform such other duties as may be prescribed by the Board of Directors or
the President.

         SECTION 3. REMOVAL OF OFFICERS. Any Officer or agent elected or
appointed by the Board of Directors may be removed by the Board, with or without
cause, whenever in its judgment the best interests of the corporation will be
served thereby. In addition, any Officer or assistant Officer appointed by
another Officer may also be removed by such Officer.

         Any vacancy, however occurring, in any office may be filled by the
Board of Directors, unless the Bylaws shall have expressly reserved such power
to the Shareholders.

         Removal of any Officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
Officer or agent shall not of itself create contract rights.

         SECTION 4. COMPENSATION. The compensation of the President and
Secretary, and such other Officers elected or appointed by the Board of
Directors, shall be fixed by the Board of Directors and may be changed from time
to time by a majority vote of the Board. The fact that an Officer is also a
Director shall not preclude such person from receiving compensation as either a
Director or Officer, nor shall it affect the validity of any resolution by the
Board of Directors fixing such compensation. The President shall have authority
to fix the salaries of all employees of the corporation other than Officers
elected or appointed by the Board of Directors.

                         ARTICLE IV. STOCK CERTIFICATES

         SECTION 1. ISSUANCE. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.

         SECTION 2. FORM. Certificates representing shares in this corporation
shall be signed by the President or Vice President and/or the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice President and/or the

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Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any Officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such Officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such Officer at the
date of its issuance.

         Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any Shareholder
upon request and without charge a full statement of, such restrictions.

         Each certificate representing shares shall state upon the face thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents.

         SECTION 3. TRANSFER OF STOCK. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.

         SECTION 4. LOST, STOLEN, OR DESTROYED CERTIFICATES. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; and (c) satisfies any other reasonable requirements
imposed by the corporation, including bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction or theft
of a certificate.

                          ARTICLE V. BOOKS AND RECORDS

         SECTION 1. BOOKS AND RECORDS. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its Shareholders, Board of Directors and committees of Directors.

         This corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, an
alphabetical listing of its Shareholders, giving the names and addresses of all
Shareholders, and the number, class and series, if any, of the shares held by
each.

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         The Shareholders shall have the right to inspect the books and records
of the corporation provided under the Florida Business Corporation Act.

         The corporation's annual financial statements shall be mailed to each
shareholder of the corporation within 120 days of the close of the corporation's
fiscal year.

         Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.

                           ARTICLE VI. CORPORATE SEAL

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation.

                          ARTICLE VII. INDEMNIFICATION

         SECTION 1. CERTAIN DEFINITIONS. For the purposes of this Section,
certain terms and phrases used herein shall have the meanings set forth below:

                  (a) The term "enterprise" shall include, but not be limited
to, any employee benefit plan.

                  (b) An "executive" shall mean any person, including a
volunteer, who is or was a Director or Officer of the Corporation or who is or
was serving at the request of the corporation as a Director or Officer of
another corporation, limited liability company, partnership, joint venture,
trust or other enterprise.

                  (c) The term "expenses" shall include, but not be limited to,
all costs and expenses (including attorneys' fees and paralegal expenses) paid
or incurred by an executive, in, for or related to a proceeding or in connection
with investigating, preparing to defend, defending, being a witness in or
participating in a proceeding, including such costs and expenses incurred on
appeal. Such attorneys' fees shall include, but not be limited to (a) attorneys'
fees incurred by an executive in any and all judicial or administrative
proceedings, including appellate proceedings, arising out of or related to a
proceeding; (b) attorneys' fees incurred in order to interpret, analyze or
evaluate that person's rights and remedies in a proceeding or under any
contracts or obligations which are the subject of such proceeding; and (c)
attorneys' fees to negotiate with counsel with any claimants, regardless of
whether formal legal action is taken against him.

                  (d) The term "liability" shall include, but not be limited to,
the obligation to pay a judgment, settlement, penalty or fine (including an
excise tax assessed with respect to any employee benefit plan), and expenses
actually and reasonably incurred with respect to a proceeding.

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                  (e) The term "proceeding" shall include, but not be limited
to, any threatened, pending or completed action, suit or other type of
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, including, but not limited to, an action by or in the right
of any corporation of any type or kind, domestic or foreign, or of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
whether predicated on foreign, federal, state or local law, to which an
executive is a party by reason of the fact that he is or was or has agreed to
become a Director or Officer of the corporation or is now or was serving at the
request of the corporation as a Director or Officer of another corporation,
partnership, joint venture, trust or other enterprise.

                  (f) The phrase "serving at the request of the corporation"
shall include, but not be limited to, any service as a Director or Officer of
the corporation that imposes duties on such person, including duties related to
an employee benefit plan and its participants or beneficiaries.

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

         SECTION 2. PRIMARY INDEMNIFICATION. The corporation shall indemnify to
the fullest extent permitted by law, and shall advance expenses therefor, to any
executive who was or is a party to a proceeding against any liability incurred
in such proceeding, including any appeal thereof, unless a court of competent
jurisdiction establishes by non-appealable judgment or adjudication that his
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (a) a violation of the criminal law, unless the
executive had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (b) a transaction from
which the executive derived an improper personal benefit; (c) in a case of
Director, a circumstance under which the liability provisions of Section
607.0834; Florida Statutes, or any successor provision, are applicable; or (d)
willful misconduct or 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.
Notwithstanding the failure to satisfy conditions (a) through (d) of this
Section, the corporation shall nevertheless indemnify an executive pursuant to
Sections 4 or 5 hereof unless a determination is reasonably and promptly made
pursuant to Section 3 hereof that the executive did not meet the applicable
standard of conduct set forth in Sections 4 or 5.

         SECTION 3. DETERMINATION OF RIGHT OF INDEMNIFICATION IN CERTAIN CASES.
Any indemnification under Sections 4 or 5 hereof (unless ordered by a court)
shall be made by the corporation unless a determination is reasonably and
promptly made that the executive did not meet the applicable standard of conduct
set forth in Sections 4 or 5. Such determination shall be made by: (a) the Board
of Directors by a majority vote of a quorum consisting of Directors who were not
parties to such proceeding; (b) if such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by the Board of

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Directors (in which Directors who are parties may participate) consisting solely
of two (2) or more Directors not at the time parties to the proceeding; (c) by
independent counsel (i) selected by the Board of Directors prescribed in
subparagraph (a) or the committee prescribed in subparagraph (b), or (ii) if a
quorum of the Directors cannot be obtained under subparagraph (a), and the
committee cannot be designated under subparagraph (b), selected by majority vote
of the full Board of Directors (in which Directors who are parties may
participate); or (d) by the shareholders by a majority vote of a quorum
consisting of shareholders who are not parties to such proceeding, or if no such
quorum is attainable, by a majority vote of the shareholders who were not
parties to such proceeding. If the determination of the permissibility of
indemnification is made by independent legal counsel as set forth in
subparagraph (c) above, the other persons specified in this Section 3 shall
evaluate the reasonableness of expenses.

         SECTION 4. PROCEEDING OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
The corporation shall indemnify any executive who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation)
against liability in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with respect
to any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the corporation or, with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was unlawful.

         SECTION 5. PROCEEDING BY OR IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify any executive who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor against expenses and amounts paid in settlement not exceeding, in the
judgment of the Board of Directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
such person acted in good faith and in manner which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made under this Section 5 in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

         SECTION 6. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Section, to the extent that an
executive is successful on the merits or otherwise, including the dismissal of

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<PAGE>   15

an action without prejudice or the settlement of an action without admission of
liability, in defense of any proceeding or in defense of any claim, issue or
matter therein, the corporation shall indemnify such executive against all
expenses incurred in connection with such defense.

         SECTION 7. ADVANCEMENT OF EXPENSES. Notwithstanding anything in the
corporation's articles of incorporation, these bylaws or any agreement to the
contrary, if so requested by an executive, the corporation shall advance (within
two (2) business days of such request) any and all expenses relating to a
proceeding (an "expense advance"), upon the receipt of a written undertaking by
or on behalf of such person to repay such expense advance if a judgment or other
final adjudication adverse to such person (as to which all rights of appeal have
been exhausted or lapsed) establishes that he, with respect to such proceeding,
is not eligible for indemnification under the provisions of this Section.
Expenses incurred by other employees or agents of the corporation may be paid in
advance upon such terms and conditions as the Board of Directors deems
appropriate.

         SECTION 8. RIGHT OF EXECUTIVE TO INDEMNIFICATION UPON APPLICATION;
PROCEDURES UPON APPLICATION. Any indemnification or advancement of expenses
under this Section shall be made promptly upon the written request of the
executive, unless, with respect to a request under Section 4 or 5, a
determination is reasonably and promptly made under Section 3 that such
executive did not meet the applicable standard of conduct set forth in Section 4
or 5. The right to indemnification or advances as granted by this Section shall
be enforceable by the executive in any court of competent jurisdiction, if the
claim is improperly denied, in whole or in part, or if no disposition of such
claim is made promptly. The executive's expenses incurred in connection with
successfully establishing his right to indemnification or advancement of
expenses, in whole or in part, under this Section shall also be indemnified by
the corporation.

         SECTION 9. COURT ORDERED INDEMNIFICATION. Notwithstanding the failure
of the corporation to provide indemnification due to a failure to satisfy the
conditions of Section 2, and despite any contrary determination by the
corporation in the specific case under Sections 4 or 5, an executive of the
corporation who is or was a party to a proceeding may apply for indemnification
or advancement of expenses, or both, to the court conducting the proceeding, to
the circuit court, or to another court of competent jurisdiction, and such court
may order indemnification and advancement of expenses, including expenses
incurred in seeking court ordered indemnification or advancement of expenses, if
the court determines that:

                  (a) The executive is entitled to indemnification or
          advancement of expenses, or both, under this Section; or

                  (b) The executive is fairly and reasonably entitled to
         indemnification or advancement of expenses, or both, in view of all the
         relevant circumstances, regardless of whether such person met any
         applicable standards of conduct set forth in this Section.

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<PAGE>   16

         SECTION 10. PARTIAL INDEMNITY, ETC. If an executive is entitled under
any provisions of this Bylaw to indemnification by the corporation for some or a
portion of the expenses, judgments, fines, penalties, excise taxes and amounts
paid or to be paid in settlement of a proceeding, but not, however, for all of
the total amount therefor, the corporation shall nevertheless indemnify such
person for the portion thereof to which he is entitled. In connection with any
determination by the Board of Directors or arbitration that an executive is not
entitled to be indemnified hereunder, the burden shall be on the corporation to
establish that he is not so entitled.

         SECTION 11. OTHER RIGHTS AND REMEDIES. Indemnification and advancement
of expenses provided by this Section: (a) shall not be deemed exclusive of any
other rights to which an executive seeking indemnification may be entitled under
any statute, Bylaw, agreement, vote of shareholders or disinterested Directors
or otherwise, both as to action in his official capacity and as to action in any
other capacity while holding such office; (b) shall continue as to a person who
has ceased to be an executive; and (c) shall inure to the benefit of the heirs,
executors and administrators of such a person. It is the intent of this Bylaw to
provide the maximum indemnification possible under applicable law. To the extent
applicable law or the articles of incorporation of the corporation, as in effect
on the date hereof or at any time in the future, permit greater indemnification
than is provided for in this Bylaw, the executive shall enjoy by this Bylaw the
greater benefits so afforded by such law or provision of the articles of
incorporation, and this bylaw and the exceptions to indemnification set forth
herein, to the extent applicable, shall be deemed amended without any further
action by the corporation to grant such greater benefits. All rights to
indemnification under this Section shall be deemed to be provided by a contract
between the corporation and the executive who serves in such capacity at any
time while these Bylaws and other relevant provisions of the Florida Business
Corporation Act and other applicable law, if any, are in effect. Any repeal or
modification thereof shall not affect any rights or obligations then existing.

         SECTION 12. INSURANCE. By resolution passed by the Board of Directors,
the corporation may purchase and maintain insurance on behalf of any person who
is or was an executive against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such liability
under this Section.

         SECTION 13. CERTAIN REDUCTIONS IN INDEMNITY. The corporation's
indemnification of any executive shall be reduced by any amounts which such
person may collect as indemnification:(a) under any policy of insurance
purchased and maintained on his behalf by the corporation, or (b) from any other
corporation, partnership, joint venture, trust or other enterprise for whom the
executive has served at the request of the corporation.

         SECTION 14. NOTIFICATION TO SHAREHOLDERS. If any expenses or other
amounts are paid by way of indemnification other than by court order or action
by the shareholders or by an insurance carrier pursuant to insurance maintained
by the corporation, the corporation shall, not later than the time of delivery
to the shareholders of written notice of the next annual meeting of

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<PAGE>   17

shareholders, unless such meeting is held within 3 months from the date of such
payment, and, in any event, within 15 months from the date of such payment,
deliver either personally or by mail to each shareholder of record at the time
entitled to vote for the election of Directors a statement specifying the
persons paid, the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.

         SECTION 15. CONSTITUENT CORPORATIONS. For the purposes of this Section,
references to the "corporation" shall include, in addition to any resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any executive of
such a constituent corporation shall stand in the same position under the
provisions of this Section with respect to the resulting or surviving
corporation as he would if its separate existence had contained.

         SECTION 16. SAVINGS CLAUSE. If this Section or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each executive as to liability with
respect to any proceeding, whether internal or external, including a grand jury
proceeding or an action or suit brought by or in the right of the corporation,
to the full extent permitted by any applicable portion of this Section that
shall not have been invalidated, or by any applicable provision of Florida law.

         SECTION 17. EFFECTIVE DATE. The provisions of this Section shall be
applicable to all proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after its adoption.

                             ARTICLE VIII. AMENDMENT

         These Bylaws may be repealed or amended, and new Bylaws may be adopted,
by either the Board of Directors or the Shareholders, but the Board of Directors
may not amend or repeal any Bylaw adopted by Shareholders if the Shareholders
specifically provide such Bylaw not subject to amendment or repeal by the
Directors.