Exhibit 3.2  AMENDED AND RESTATED  BYLAWS  OF  Synergy
Pharmaceuticals, Inc.  ARTICLE I -
OFFICES  SECTION l. PRINCIPAL PLACE OF BUSINESS  The initial location of the principal place of
business of the corporation shall be as specified in the articles of incorporation
and may be changed from time to time by resolution of the board of directors.
It may be located at any place within or outside the State of Florida. [BCA
Sec. 607.0202(b)] The principal place of business of the corporation shall also
be known as the principal office of the corporation  SECTION 2. OTHER OFFICES  The corporation may also have offices at such other
places as the board of directors may from time to time designate, or as the
business of the corporation may require  ARTICLE II SHAREHOLDERS  SECTION 1. PLACE OF MEETINGS  All meetings of the shareholders shall be held at the
principal place of business of the corporation or at such other place, within
or outside the state of Florida, as may be determined by the board of
directors. [BCA Secs. 607.0701(2) & 607.0702(2)]  SECTION 2. ANNUAL MEETINGS  The annual meeting of the shareholders may be held at any such time and place designated by the Board of Directors of the Corporation.  Said meeting shall be held for the election of the Board of Directors and for the transaction of such other and further business as may properly come before such meeting.  [BCA Sec. 607.0701(1)]  SECTION 3. SPECIAL MEETINGS  Special meetings of the shareholders may be cal1ed by
the board of directors or by the shareholders. In order for a special meeting
to be called by the shareholders, 10 percent or more of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting shall sign, date and deliver to the secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to
be held. [BCA Sec. 607.0702] The secretary shall issue the call for special
meetings unless the president, the board or directors or the shareholders
designate another person to make the call.  SECTION 4. NOTICE OF MEETINGS  Notice of all shareholders meetings, whether annual or
special, shall be given to each shareholder of record entitled to vote at such
meeting no fewer than 10 or more than 60 days before the meeting date. The
notice shall include the date, time and place of the meeting and in the case of
a special meeting the purpose or purposes for which the meeting is called. Only
the business within the purpose or purposes included in the notice of special
meeting may be conducted at a special shareholders meeting. Notice of
shareholders meetings may be given orally or in writing, by or at the
direction of the president, the secretary or the officer or persons calling the
meeting Notice of meetings may be communicated in person; by telephone,
telegraph, teletype, facsimile machine, or other form of electronic  1


communication; or by mail. If mailed, notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at the shareholders address as it appears on the stock
transfer books of the corporation, with postage prepaid. When a meeting is
adjourned to a different date, time or place, it shall not be necessary to give
any notice of the adjourned meeting if the new date, time or place is announced
at the meeting at which the adjournment is taken, and any business may be
transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after the adjournment, the board
fixes a new record date for the adjourned meeting, notice of the adjourned
meeting in accordance with the preceding paragraphs of this bylaw shall be
given to each person who is a shareholder as of the new record date and is
entitled to vote at such meeting. [BCA Secs. 607.0141 & 607.0705]  SECTION 5. WAIVER OF NOTICE  A shareholder may waive any notice required by the
Business Corporation Act, the articles of incorporation or these bylaws before
or after the date and time stated in the notice. The waiver must be in writing,
be signed by the shareholder entitled to the notice, and be delivered to the
corporation for inclusion in the minutes or filing with the corporate records.
Neither the business to be transacted at nor the purpose of any annual or
special meeting of the shareholders need be specified in any written waiver of
notice. [BCA Sec. 607.0706(1)]  SECTION 6. ACTION WITHOUT MEETING  Any action which is required by law to be taken at an
annual or special meeting of shareholders, 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 one or more written consents,
setting forth the action so taken, shall be dated and signed by the holders of
outstanding shares 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. Written consents shall not be
effective to take corporate action unless, within 60 days of the date of the
earliest written consent relating to the action, the signed written consents of
the number of holders required to take the action are delivered to the corporation.
Within 10 days after obtaining any such authorization by written consent,
notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action. [BCA Sec. 607.0704]  SECTION 7. QUORUM AND SHAREHOLDER ACTION  A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of shareholders.
Unless otherwise provided under law, the articles of incorporation or these
bylaws, if a quorum is present, action on a matter, other than the election of
directors, shall be approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote favoring the action exceed the
votes cast opposing the action. Directors shall 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. After a quorum has been established at a shareholders
meeting, the subsequent withdrawal of shareholders, so as to reduce the number
of shares entitled to Vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof. [BCA Secs.607.0727 & 607.0728]  SECTION 8. VOTING OF SHARES  Each outstanding share shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, except as may
be provided under law or the articles of incorporation. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or the
shareholders duly authorized attorney-in-fact. At each election of directors,
each shareholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by the shareholder, for
as many persons as there are directors to be elected at that time and for whose
election the shareholder has a right to vote. [BCA Secs. 607.0721 &
607.0728]  SECTION 9. PROXIES  A shareholder, or the shareholders attorney in fact,
may appoint a proxy to vote or otherwise act for the shareholder. An executed
telegram or cablegram appearing to have been transmitted by such person, or a
photographic,  2


photostatic, or equivalent reproduction of an
appointment form, shall be a sufficient appointment form. An appointment of a
proxy is effective when received by the secretary or other officer or agent
authorized to tabulate votes. An appointment is valid for up to 11 months
unless a longer period is specified in the appointment form. An appointment of
a proxy is revocable by the shareholder unless the appointment form
conspicuously states that it is revocable and the appointment is coupled with
an interest as provided in Section 607.0722(5) of the Business
Corporation Act. [BCA Sec. 607.0722]  SECTION 10. RECORD DATE FOR DETERMINING
SHAREHOLDERS  The board of directors may fix in advance a date as
the record date for the purpose of determining shareholders entitled to notice
of a shareholders meeting, to demand a special meeting, to vote, or to take
any other action. In no event may a record date fixed by the board of directors
be a date preceding the date upon which the resolution fixing the record date
is adopted. A record date may not be specified to be more than 70 days before
the meeting or action. Unless otherwise specified by resolution of the board of
directors, the following record dates shall be operative:  1.The record date for determining
shareholders entitled to demand a special meeting is the date the first
shareholder delivers the shareholders demand to the corporation.  2.If no prior action is required by the
board of directors pursuant to the Business Corporation Act, the record date
for determining shareholders entitled to take action without a meeting is the
date the first signed written consent relating to the proposed action is
delivered to the corporation.  3.If prior action is required by the board
of directors pursuant to the Business Corporation Act, the record date for
determining shareholders entitled to take action without a meeting is at the
close of business on the day on which the board of directors adopts the
resolution taking such prior action.  4.The record date for determining
shareholders entitled to notice of and to vote at a meeting of shareholders is
at the close of business on the day before the first notice is delivered to the
shareholders. [BCA Sec. 6O7.0707]  SECTION 11. SHAREHOLDERS LIST  After a record date is fixed or determined in
accordance with these bylaws, the secretary shall prepare an alphabetical list
of the names of all its shareholders who are entitled to notice of a
shareholders meeting. The list shall show the addresses of, and the number and
class and series, if any, of shares held by, each person. The shareholders
list shall be available for inspection by any shareholder for a period of 10
days prior to the meeting, or such shorter time as exists between the record
date and the meeting, and continuing through the meeting, at the corporations
principal place of business. [BCA Sec. 607.0720]  ARTICLE III
DIRECTORS  SECTION 1. POWERS  Except as may be otherwise provided by law or the
articles of incorporation, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors [BCA Sec. 607.0801(2)] A
director who is present at a meeting of the board of directors or a committee
of the board of directors when corporate action is taken shall be deemed to
have assented to the action taken unless:  1.The director votes against or abstains
from the action taken; or  2.The director objects at the beginning of
the meeting, or promptly upon the directors arrival, to holding the meeting or
transacting specified business at the meeting. [BCA Sec. 607.0824(4)] The board
of directors shall have the authority to fix the compensation of directors.
[BCA Sec. 607.08101]  3


SECTION 2.
QUALIFICATION AND NUMBER  Directors shall be individuals who are 18 years of age
or older but need not be residents of Florida or shareholders of this
corporation. [BCA Sec. 607.0802] The authorized number of directors shall be no
fewer than one (1) and no more than eleven (11), as shall be fixed by
resolutions of the board of directors. This number may be increased or
decreased from time to time by amendment to these bylaws, but no decrease shall
have the effect of shortening the term of any incumbent director. [BCA Secs.
607.0803 & 607.0805(3)]  SECTION 3. ELECTION AND TENURE OF OFFICE  The directors shall be elected at each annual meeting
of the shareholders and each director shall hold office until the next annual
meeting of shareholders and until the directors successor has been elected and
qualified, or until the directors earlier resignation or removal from office.
[BCA Secs. 607.0803(3) & BCA Sec. 607.0805]  SECTION 4. VACANCIES  Unless otherwise provided in the articles of
incorporation, 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, or by the shareholders. [BCA Sec.
607.0809(1)] A director elected to fill a vacancy shall hold office only until
the next shareholders meeting at which directors are elected. [BCA Secs.
607.0805(4)]  SECTION 5. REMOVAL  Unless the articles of incorporation provide that a
director may only be removed for cause, at a meeting of shareholders called
expressly for that purpose, one or more directors may be removed, with or
without cause, if the number of votes cast to remove the director exceeds the
number of votes cast not to remove the director. [BCA Sec. 607.0808]  SECTION 6. PLACE OF MEETINGS  Meetings 0f the board of directors shall be held at
any place, within or without the State of Florida, which has been designated in
the notice of the meeting or, if not stated in the notice or if there is no
notice, at the principal place of business of the corporation or as may be
designated from time to time by resolution of the board of directors. The board
of directors may permit any or all directors to participate in meetings by, or
conduct the meeting through the use of, any means of communication by which all
directors participating can simultaneously hear each other during the meeting.
[BCA Sec.607.0820]  SECTION 7. ANNUAL AND REGULAR MEETINGS  An annual meeting of the board of directors shall be
held without call or notice immediately after and at the same place as the
annual meeting of the shareholders. Other regular meetings of the board of
directors shall be held at such times and places as may be fixed from time to
time by the board of directors. Call and notice of these regular meetings shall
not be required. [BCA Secs. 607.0820(1) & 607.0822(1)]  SECTION 8. SPECIAL MEETINGS AND NOTICE
REQUIREMENTS  Special meetings of the board of directors may be
called by the chairman of the board or by the president and shall be preceded
by at least three (3) days notice of the date, time, and place of the
meeting. Unless otherwise required by law, the articles of incorporation or
these bylaws, the notice need not specify the purpose of the special meeting.
(SCA Sec. 607.0822(2)] Notice of directors meetings may be given orally or in
writing, by or at the direction of the president, the secretary or the officer
or persons calling the meeting. Notice of meetings may be communicated in
person; by telephone, telegraph, teletype, facsimile machine, or other form of
electronic communication; or by mail. If mailed, notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the director
at the directors current address on file with the corporation, with postage
prepaid. [BCA Sec. 607.0141] If any  4


meeting of directors is adjourned to another time or 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. [BCA Secs. 607.0820(2)]  SECTION 9. QUORUM  A majority of the authorized number of directors shall
constitute a quorum for all meetings of the board of directors. [BCA Sec.
607.0824]  SECTION 10. VOTING  If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present at the meeting shall be the act of the
board of directors. A director of the corporation who is present at a meeting
of the board of directors when corporate action is taken shall be deemed to
have assented to the action taken unless: 1. The director objects at the
beginning of the meeting, or promptly upon arriving, to holding the meeting or
transacting specified business at the meeting; or 2. The director votes against
or abstains from the action taken. [BCA Sec. 607.0824]  SECTION 11. WAIVER OF NOTICE  Notice of a meeting of the board of directors need not
be given to any director who signs a waiver of notice either before or after
the meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting and a waiver of any and all objections to the place of
the meeting, or the manner in which it has been called or convened, except when
a director states, at the beginning at the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting
is not lawfully called or convened. [BCA Sec. 607.0823]  SECTION 12. ACTION
WITHOUT MEETING  Any action required or permitted to be taken at a
board of directors meeting or committee meeting may be taken without a meeting
if the action is taken by all members of the board of directors or of the
committee. The action must be evidenced by one or more written consents
describing the action taken and signed by each director or committee member.
[BCA Sec. 607.0821]  SECTION 13.
COMPENSATION OF DIRECTORS.  The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.  SECTION 14. CHAIRMAN OF
THE BOARD.  The Board of Directors may,
in its discretion, choose a chairman of the board who shall preside at meetings
of the shareholders and of the directors and shall be an ex officio member of
all standing committees. The Chairman of the Board shall have such other powers
and shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of
Directors but no other officers of the Corporation need be a director. The
Chairman of the Board shall serve until his successor is chosen and qualified,
but he may be removed at any time by the affirmative vote of a majority of the
Board of Directors.  5


ARTICLE IV OFFICERS  SECTION 1. OFFICERS  The officers of the corporation shall consist of a
president, a secretary, a treasurer, and such other officers as the board of
directors may appoint. A duly appointed officer may appoint one or more
officers or assistant officers if authorized by the board of directors . The
same individual may simultaneously hold more than office in the corporation.
Each officer shall have the authority and shall perform the duties set forth in
these bylaws and, to the extent consistent with these bylaws, shall have such
other duties and powers as may be determined by the board of directors or by
direction of any officer authorized by the board of directors to prescribe the
duties of other officers. (BCA Secs. 607.08401 & 607.0841]  SECTION 2. ELECTION  All officers of the corporation shall be elected or
appointed by, and serve at the pleasure of, the board of directors. The
election or appointment of an officer shall not itself create contract rights.
[BCA Secs. 607.08401 & 607.0843]  SECTION 3. REMOVAL,
RESIGNATION AND VACANCIES  An officer may resign at any time by delivering notice
to the corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date. If a resignation is made
effective at a later date and the corporation accepts the future effective
date, the board of directors may fill the pending vacancy before the effective
date if the board provides that the successor does not take office until the
effective date. The board of directors may remove any officer at any time with
or without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer. An officers removal shall
not affect the officers contract rights, if any, with the corporation. An
officers resignation shall not affect the corporations contract rights, if
any, with the officer. (BCA Secs. 607.0842 & 607.0843] Any vacancy
occurring in any office may be filled by the board of directors.  SECTION 4. PRESIDENT  The president shall be the chief executive officer and
general manager of the corporation and shall, subject to the direction and
control of the board of directors, have general supervision, direction, and
control of the business and affairs of the corporation.  In the absence of a chairman of the board, he
shall preside at all meetings of the shareholders if present thereat and be an
ex-officio member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of management
usually vested in the office of president of a corporation. In the absence or
disability of the president, the vice president, if any, shall perform all the
duties of the president and, when so acting, shall have all the powers of, and
be subject to all the restrictions imposed upon, the president.  SECTION 5. VICE
PRESIDENTS.  The Vice Presidents in the
order of their seniority, unless otherwise determined by the Board of
Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the Board of Directors shall prescribe or
as the President may from time to time delegate.  SECTION 6. SECRETARY  1.The secretary shall be responsible for
preparing, or causing to be prepared, minutes of all meetings of directors and
shareholders and for authenticating records of the corporation.[BCA Sec.
607.084Ol(3)]  2.The secretary shall keep, or cause to be
kept, at the principal place of business of the corporation, minutes of all
meetings of the shareholders or the board of directors; a record of all actions
taken by the shareholders or the board of directors without a meeting for the
past three years; and a  6


record of all actions
taken by a committee of the board of directors in place of the board of
directors on behalf of the corporation (BCA Sec. 607.l6Ol(l)]  3.Minutes of meetings shall state the date,
time and place of the meeting; whether regular or special; how called or
authorized; the notice thereof given or the waivers of notice received; the
names of those present at directors meetings; the number of shares present or
represented at shareholders meetings; and an account of the proceedings
thereof.  4.The secretary shall maintain, at the
principal place of business of the corporation, a record of its shareholders,
showing the names of the shareholders and their addresses, the number, class,
and series, if any, held by each, the number and date of certificates issued
for shares, and the number and date of cancellation of every certificate
surrendered for cancellation. [BCA Sec. 607.1601(1)]  5.The secretary shall make sure that the
following papers and reports are included in the secretarys records kept at
the principal place of business of the corporation:  (a)The articles or restated articles of
incorporation and all amendments to them currently in effect; (b)The bylaws or restated bylaws and all
amendments to them currently in effect; (c)resolutions adopted by the board of
directors creating one or more classes or series of shares and fixing their
relative rights, preferences, and limitations, if shares issued pursuant to
those resolutions are outstanding; (d)Minutes of all shareholders meetings and
records of all action taken by shareholders without a meeting for the past 3
years; (e)Written communications to all
shareholders generally of all shareholders of a class or series within the past
3 years, including the financial statements furnished for the past 3 years
under Article VI, Section 2 of these bylaws and any reports furnished
during the last 3 years under Article VI, Section 3 of these bylaws; (f)A list of the names and business street
addresses of current directors and officers; and (g)The corporations most recent annual
report delivered to the Department of State under Article VI, Section 4
of these bylaws. [BCA Sec. 607.1601(5)]  The secretary shall give, or cause to be given, notice
of all meetings of shareholders and directors required to be given by law or by
the provisions of these bylaws. The secretary shall have charge of the seal of
the corporation.  In the absence or disability of the secretary, the
assistant secretary, or, if there is none or more than one, the assistant
secretary designated by the board of directors, shall have all the powers of,
and be subject to all the restrictions imposed upon, the secretary.  SECTION 7. TREASURER  The treasurer shall have custody of the funds and
securities of the corporation and shall keep and maintain, or cause to be kept
and maintained, at the principal business office of the corporation, adequate
and correct books and records of accounts of the income, expenses, assets,
liabilities, properties and business transactions of the corporation. {BCA Sec.
607.1601(2)] The treasurer shall prepare, or cause to be prepared, and shall
furnish to shareholders, the annual financial statements and other reports
required pursuant to Article VI, Sections 2 and 3 of these bylaws. The
treasurer shall deposit monies and other valuables in the name and to the
credit of the corporation with such depositories as may be designated by the
board of directors. The treasurer shall disburse the funds of the corporation
in payment of the lust demands against the corporation as authorized by the
board of directors and shall render to the president and directors, whenever
requested, an account of all his or her transactions as treasurer and of the
financial condition of the corporation. In the absence or disability of the
treasurer, the assistant treasurer, if any, shall perform all the duties of the
treasurer and, when so acting, shall have all the powers of and be subject to
all the restrictions imposed upon the treasurer.  7


SECTION 8. OTHER
OFFICERS, EMPLOYEES AND AGENTS.  Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing
him and such officer or officers who may from time to time be designated by the
Board of Directors to exercise such supervisory authority.  SECTION 9. COMPENSATION  The officers of this corporation shall receive such
compensation for their services as may be fixed by resolution of the board of
directors.  ARTICLE V EXECUTIVE AND OTHER COMMITTEES  SECTION 1. EXECUTIVE
AND OTHER COMMITTEES OF THE BOARD  The board of directors may, by resolution adopted by a
majority of the authorized number of directors, designate from its members an
executive committee and one or more other committees each of which, to the
extant provided in such resolution, the articles of incorporation or these
bylaws, shall have and may exercise the authority of the board of directors,
except that no such committee shall have the authority to:  1.Approve or recommend to shareholders
actions or proposals required by law to be approved by shareholders.  2.Fill vacancies on the board of directors
or any committee thereof.  3.Adopt, amend, or repeal the bylaws.  4.Authorize or approve the reacquisition of
shares unless pursuant to a general formula or method specified by the board of
directors.  5.Authorize or approve the issuance or sale
or contract for the sale of shares, or determine the designation and relative
rights, preferences, and limitations of a voting group except that the board of
directors may authorize a committee (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by the board of
directors. Each such committee shall have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
directors as alternate members of any such committee who may act in the place
and stead of any absent member or members at any meeting or such committee. The
provisions of law, the articles of incorporation and these bylaws that govern
meetings, notice and waiver of notice, and quorum and voting requirements of
the board of directors shall apply to such committees of the board and their
members as well. Neither the designation of any such committee, the delegation
thereto of authority, nor act-ion by such committee pursuant to such authority
shall alone constitute compliance by any member of the hoard of directors not a
member of the committee in question with the directors responsibility to act
in good faith, in a manner the director reasonably believes to be in the best
interests of the corporation, and with such care as an ordinarily prudent
person in like position would use under similar circumstances. (BCA Sec.
607.0825]  ARTICLE VI CORPORATE BOOKS, RECORDS, AND REPORTS  SECTION 1. BOOKS,
RECORDS AND REPORTS  The corporation shall keep correct and complete books
and records of account; minutes or the proceedings of its shareholders, board
of directors, and committees of directors; a record of its shareholders; and
such other records and reports as are further described in Article IV,
sections 5 and 6 of these bylaws, at the principal place of business  8


of the corporation. Any books, records, and minutes
may be in written form or in another form capable of being converted into
written form within a reasonable time. [BCA Sec. 607.1601(4)]  SECTION 2. ANNUAL
FINANCIAL STATEMENTS FOR SHAREHOLDERS  Unless modified by resolution of the shareholders
within 120 days of the close of each fiscal year, the corporation shall furnish
its shareholders annual financial statements which may be consolidated or
combined statements of the corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of cash flow for that year. If
financial statements are prepared on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that
basis. If the annual financial statements are reported upon by a public
accountant, the accountants report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person responsible
for the corporations accounting records: 1. Stating the persons reasonable
belief whether the statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis or preparation, and 2.
Describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding year. The
corporation shall mail the annual financial statements to each shareholder
within 120 days after the close of each fiscal year or within such additional
time thereafter as is reasonably necessary to enable the corporation to prepare
its financial statements if, for reasons beyond the corporations control, it
is unable to prepare its financial statements within the prescribed period.
Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail the shareholder the latest financial
statements. [BCA Sec. 6O7.l620] Copies of the annual financial statements shall
be kept at the principal place of business of the corporation for at least 5
years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.  SECTION 3. OTHER
REPORTS TO SHAREHOLDERS  If the corporation indemnities or advances expenses to
any director, officer, employee, or agent, 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 report the indemnification or advance
in writing to the shareholders with or before the notice of the next
shareholders meeting, or prior to such meeting if the indemnification or
advance occurs after the giving of such notice but prior to the time that such
meeting is held. The report shall include 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. (SCA Sec. 607.1621(1)] If the corporation
issues or authorizes the issuance of shares for promises to render services in
the future, the corporation shall report in writing to the shareholders the
number of shares authorized or issued, and the consideration received by the
corporation, with or before the notice of the next shareholders meeting. [BCA
Sec. 607.1621(2)]  SECTION 4. ANNUAL
REPORT TO DEPARTMENT OF STATE  The corporation shall prepare and deliver an annual
report form to the Department of State each year within the time limits imposed,
and containing the information required, by section 607.1622 of the Business
Corporation Act.  SECTION 5. INSPECTION
BY SHAREHOLDERS  1.A shareholder of the corporation is
entitled to inspect and copy, during regular business hours at the corporations
principal office, the records of the corporation described in Article IV, Section 5(e) of
these bylaws if the shareholder gives the secretary written notice of the
shareholders demand at least 5 business days before the date on which the
shareholder wishes to inspect and copy.  2.A shareholder of this corporation is
entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the
corporation if the shareholder meets the requirements of subsection 3. below
and gives the corporation written notice of the shareholders demand at least 5
business days before the date on which the shareholder wishes to inspect and
copy:  9


a.Excerpts from minutes of any meeting of
the board of directors, records of any action of a committee at the board of
directors while acting in place of the board of directors on behalf of the
corporation, minutes of any meeting of the shareholders, and records of action
taken by the shareholders or board of directors without a meeting, to the
extent not subject to inspection under subsection (a) above; b.Accounting records of the corporation; c.The record of shareholders; and d.Any other books and records of the
corporation.  3.A shareholder may inspect and copy the
records described in subsection 1.  above
only if:  a.The shareholders demand is made in good
faith and for a purpose reasonably related tothe shareholders interest as a shareholder; b.The demand describes with reasonable
particularity the shareholders purpose and therecords the shareholder desires to inspect; and c.The records requested are directly
connected with the shareholders purpose.  4.This section of the bylaws does not affect:  a.The right of a shareholder to inspect and
copy records under Article II, Section 11 of these bylaws; b.The power of a court, independently of
the Business Corporation Act, to compel the production of corporate records for
examination. [BCA Sec. 607.1602]  SECTION 6. INSPECTION
BY DIRECTORS  Every director shall have the absolute right at: any
reasonable time to inspect and copy all books, record, and documents, of every
kind of the corporation and to inspect the physical properties of the corporation.
Such inspection by a director may be made in person or by agent or attorney.
The right of inspection includes the right to copy and make extracts.  ARTICLE VII INDEMNIFICATION AND INSURANCE  SECTION 1.
INDEMNIFICATION UNDER BCA SECTION 607.0850  The corporation shall indemnify its directors, officers,
employees, and agents to the fullest extent permitted in Section 607.0850
of the Business Corporation Act.  SECTION 2. ADDITIONAL
INDEMNIFICATION  The corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in the persons
official capacity and as to action in another capacity while holding such
office. However, such further indemnification or advancement of expenses shall
not be made in those instances specified in Section 607.0850 (7)(a-d) of
the Business Corporation Act.  SECTION 3. COURT
ORDERED INDEMNIFICATION  Unless otherwise provided by the articles of
incorporation, notwithstanding the failure of the corporation to provide
indemnification, and despite any contrary determination of the board or of the
shareholders in the specific case, a director, officer, employee, or agent at
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 in accordance with Section 607.0850(9) of the Business
Corporation Act.  10


SECTION 4. INSURANCE  The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation against any liability asserted against
the person and incurred by the person in any such capacity or arising out of
the persons status as such, whether or not the corporation would have the
power to indemnify the person against such liability under provisions of law.
[BCA Sec. 607.0850(12)]  ARTICLE VIII SHARES  SECTION 1. ISSUE OF
CERTIFICATES; BOOK-ENTRY SYSTEM.  The Board of Directors may make such additional rules and
regulations, not inconsistent with the Bylaws or the Articles of Incorporation,
as it may deem expedient concerning the issue, transfer and registration of
certificates for shares of stock of the corporation.  Further, the
corporation may participate in one or more systems under which certificates for
shares of stock are replaced by electronic book-entry pursuant to such rules,
terms and conditions as the Board of Directors may approve and subject to
applicable law, notwithstanding any provisions to the contrary set forth in
this Article.  SECTION 2. LEGENDS FOR
PREFERENCES AND RESTRICTIONS ON TRANSFER.  The designations, relative
rights, preferences and limitations applicable to each class of shares and the
variations in rights, preferences and limitations determined for each series
within a class (and the authority of the Board of Directors to determine
variations for future series) shall be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the Corporation will furnish the shareholder a full
statement of this information on request and without charge. Every certificate
representing shares that are restricted as to the sale, disposition, or
transfer of such shares shall also indicate that such shares are restricted as
to transfer and there shall be set forth or fairly summarized upon the
certificate, or the certificate shall indicate that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of
such restrictions. If the Corporation issues any shares that are not registered
under the Securities Act of 1933, as amended, and registered or qualified under
the applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:  THESE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933 OR
UNDER ANY APPLICABLE STATE LAW.  THEY MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDERS
EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY
TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED.  SECTION 3. FACSIMILE
SIGNATURES.  The signatures of the
Chairman of the Board, the President or a Vice President and the Secretary or
Assistant Secretary upon a certificate may be facsimiles, if the certificate is
manually signed by a transfer agent, or registered by a registrar, other than
the Corporation itself or an employee of the Corporation. In case any officer
who has 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 the issuance.  SECTION 4. LOST
CERTIFICATES.  The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative,  11


to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.  SECTION 5. TRANSFER OF
SHARES.  Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty 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 6. REGISTERED
SHAREHOLDERS.  The Corporation shall be
entitled to recognize the exclusive rights of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof except as otherwise provided by the laws
of the State of Florida.  ARTICLE IX GENERAL PROVISIONS  SECTION 1. PAYMENT OF
DIVIDENDS  The board of directors may authorize, and the
corporation may make, dividends on its shares in cash, property, or its own
shares and other distributions to its shareholders, subject to any restrictions
contained in the articles of incorporation, to the requirements of sections
607.0623 and 607.06401 of the Business Corporation Act, and to all applicable provisions
of law. [BCA Secs. 607.01401(15), 607.0623(2) & 607.06401(3)]  SECTION 2. RESERVES.  The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.  SECTION 3. 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 from time to time designate.  SECTION 4. FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by
the Board of Directors and may be changed from time to time by resolution of
the Board of Directors.  SECTION 5. SEAL.  The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.  SECTION 6. GENDER.  All words used in these Bylaws in the masculine gender
shall extend to and shall include the feminine and neuter genders.  12


ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS  SECTION 1. AMENDMENT OF
ARTICLES OF INCORPORATION  The board of directors may propose one or more
amendments to the articles of incorporation for submission to the shareholders.
For the amendment to be effective:  1.The board of directors must recommend the
amendment to the shareholders, unless the board of directors determines that
because of conflict of interest or other special circumstances it should make
no recommendation and communicates the basis for its determination to the
shareholders with the amendment; and  2.The shareholders entitled to vote on the
amendment must approve the amendment as provided below. The board of directors
may condition its submission of the proposed amendment to the shareholders on
any basis. The shareholders shall approve amendments to the articles of
incorporation by the vote of a majority of the votes entitled to be cast on the
amendment, except as may otherwise be provided by the articles of
incorporation, Sections 607.1003 and 607.1004 of the Business Corporation Act
and other applicable provisions of law, and these bylaws. The corporation shall
notify each shareholder, whether or not entitled to vote, of the proposed
shareholder meeting to amend the articles of incorporation in accordance with Article II,
section 4 of these bylaws. The notice of meeting must state that the purpose,
or one of the purposes, of the meeting is to consider the proposed amendment
and contain or be accompanied by a copy or summary of the amendment.
Notwithstanding the above provisions of this section and unless otherwise
provided in the articles of incorporation, if this corporation has 35 or fewer
shareholders then, pursuant to section 607.1002(6) of the Business
Corporation Act, the shareholders may amend the articles of incorporation
without an act of the directors at a meeting of the shareholders for which the
notice of the changes to be made is given. [BCA Secs 607.1002 - 607.1005]  SECTION 2. AMENDMENT OF
BYLAWS  The board of
directors may amend or repeal these bylaws unless:  1.The articles of incorporation or the
Business Corporation Act reserves the power to amend the bylaws generally or a
particular bylaw provision exclusively to the shareholders; or  2.The shareholders, in amending or
repealing the bylaws generally or a particular bylaw provision, provide
expressly that the board of directors may not amend or repeal the bylaws or
that bylaw provision. The shareholders may amend or repeal these bylaws even
though the bylaws may also be amended or repealed by the board of directors.
[BCA Sec. 607.1020]  13