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                                                                    EXHIBIT 3(b)

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                              CLAIRE'S STORES, INC.
                             (A FLORIDA CORPORATION)

                             ADOPTED MARCH 12, 2003


                                    ARTICLE I

                                     OFFICES

         Section 1. The location of the principal office of the Corporation in
the State of Florida shall be in the City of Pembroke Pines, County of Broward.
         Section 2. The Corporation may also have offices at such other places
both within and without the State of Florida as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of the shareholders for the election of
Directors shall be held at the principal office of the Corporation in the State
of Florida or at such other place within or without the State of Florida as may
from time to time be fixed by the Board of Directors and as may be specified in
the respective notices of meeting or duly executed waivers of notice.

         Section 2. The annual meeting of shareholders shall be held on such
date and at such time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which meeting the
shareholders shall elect Directors by a plurality vote and transact such other
business as may properly be brought before the meeting.



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         Section 3. Written notice of the annual meeting shall be given to each
shareholder entitled to vote thereat, no fewer than ten (10) days or more than
sixty (60) days before the date fixed for the meeting.

         Section 4. At least ten days before every election of Directors, a
complete list of the shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder for said ten days either at the Corporation's
principal office, at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of meeting, or at
the office of the Corporation's transfer agent or registrar and shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any shareholder who may be present.

         Section 5. The Board of Directors may close the stock transfer books of
the Corporation for a period not exceeding seventy (70) days preceding the date
of any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or the date in connection with
obtaining the consent of shareholders for any purpose. In lieu of closing the
stock books as aforesaid, the Board of Directors may fix in advance a date, not
exceeding seventy (70) days preceding the date of any meeting of shareholders,
or the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect or the date in connection with obtaining such consent, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of



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capital stock, or to give such consent, and in such case such shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

         Section 6. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, shall be held at the principal office of the Corporation in the
State of Florida or at such other place within or without the State of Florida
as may be designated in the notice of said meeting, upon call of the Chairman of
the Board, any Vice Chairman of the Board, the President, a majority of the
Board of Directors or holders representing not less than 25% of the number of
votes entitled to be cast on any issue to be considered at a special meeting.

         Section 7. Written notice of a special meeting of shareholders, stating
the time and place thereof, shall be given to each shareholder entitled to vote
thereat no fewer than ten (10) or more than sixty (60) days before the date
fixed for such meeting.

         Section 8. The holders of record of stock, issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
representing a majority of the number of votes entitled to be cast shall
constitute a quorum at all meetings of shareholders except as otherwise provided
by statute, by the Articles of Incorporation or by these By-Laws. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the holders of a majority of the votes present or represented, in
person or by proxy, entitled to be counted thereat if a quorum were present,



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shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted at the meeting as originally called.

         Section 9. When a quorum is present at any meeting, action on a matter
(other than the election of Directors) by the holders of stock entitled to vote
thereon, present in person or represented by proxy, will be deemed approved if
the votes cast favoring the matter exceed the votes cast opposing the matter,
unless the matter is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-Laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such matter.

         Section 10. Any vote on stock of the Corporation may be given by the
shareholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such shareholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting; provided,
however, that the foregoing shall not be deemed to be exclusive, and a
shareholder may vote on stock of the Corporation in any other manner prescribed
by statute; provided further, however, that no proxy shall be voted on after
eleven months from its date unless said proxy provides for a longer period. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. The property and business of the Corporation shall be
managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by



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the Articles of Incorporation or by these By-Laws directed or required to be
exercised or done by the shareholders.

         Section 2. Unless provided otherwise by the Articles of Incorporation,
the number of members that shall comprise the Board of Directors of the
Corporation shall be not less than three nor more than nine as the Board of
Directors from time to time shall decide. The Directors shall be elected at the
annual meeting of shareholders of the Corporation, to serve until the following
annual meeting or until their successors are duly elected and shall qualify.

         Section 3. Vacancies (including those resulting from the death,
permanent and total disability or resignation of any director) and newly created
directorships resulting from any increase in the authorized number of Directors
may be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next succeeding
annual meeting of shareholders or until their successors are duly elected and
shall qualify, unless sooner displaced pursuant to law; provided, however, that,
if one or more Directors shall resign from the Board, effective at a future
date, the remaining Directors who have not resigned may fill such vacancy or
vacancies or they may request the resigning Directors to participate in filling
such vacancy or vacancies and in either case, the vote thereon shall become
effective at the future date aforesaid. The votes taken pursuant to this Section
3 need not be by ballot.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The Directors of the Corporation may hold their meetings,
both regular and special, either within or without the State of Florida.

         Section 5. The first meeting of the newly elected Board may be held
immediately after each annual meeting of the shareholders at the same place at
which such annual meeting is held, and no notice of such meeting shall be
necessary.



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

         Section 7. Special meetings of the Board may be called by the Chairman
of the Board, any Vice Chairman of the Board or the President on at least two
days' notice to each Director, either personally or by mail, by telegram or
facsimile transmission. Meetings may be held at any time without notice if all
the Directors are present, or if at any time before or after the meeting those
not present waive notice of the meeting in writing.

         Section 8. At all meetings of the Board, a majority of the number of
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at a meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present.

                             COMMITTEES OF DIRECTORS

         Section 9. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate an Executive Committee and one or more
other Committees to consist of two (2) or more Directors as the Board may from
time to time determine. The Executive Committee and one or more such other
Committees designated by the Board, to the extent provided in such resolution or
resolutions or in the Articles of Incorporation or these By-Laws, but subject to
any limitations imposed by statute, shall have and may exercise all the powers
of the Board of Directors in the management of the business and the affairs of
the Corporation, and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it, but neither the Executive
Committee nor any other Committee appointed by the Board shall have the power to



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fill vacancies in the said Committee; provided, however, that, in the absence or
disqualification of any member of the Executive Committee or of any other
Committee designated by the Board, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member, subject,
however, to the right of the Board of Directors to designate one or more
alternate members of such Committee, which alternate members shall have power to
serve, subject to such conditions as the Board may prescribe, as a member or
members of said Committee during the absence or inability to act of any one or
more members of said Committee. The Board of Directors shall have the power at
any time to change the membership of the Executive Committee or any other
Committee designated by the Board, to fill vacancies in it, or to dissolve it.
The Executive Committee and any other Committee designated by the Board of
Directors may make rules for the conduct of its business and may appoint such
Committees and assistants as it may from time to time deem necessary. A majority
of the members of the Executive Committee or any other Committee designated by
the Board shall constitute a quorum. Unless otherwise ordered by the Board of
Directors, each member of the Executive Committee or any other Committee
designated by the Board shall continue to be a member thereof until the
expiration of his term of office as a Director (or, in the case of his
reelection as a Director, until the expiration of his new term of office) or
until sooner removed by the Board. Meetings of the Executive Committee or any
other Committee designated by the Board of Directors shall be held at the
principal office of the Corporation in the State of Florida or at such other
place or places within or without the State of Florida as shall be specified in


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the notice or waiver of notice of meeting or specified by resolution of the
Board or the Executive Committee or any other Committee designated by the Board.
Such Committee or Committees shall have the name or names as may be determined
from time to time by resolution adopted by the Board of Directors.

         Section 10. Whenever requested by the Board of Directors, a Committee
shall keep regular minutes of its proceedings and report the same to the Board
when required.

                            COMPENSATION OF DIRECTORS

         Section 11. Directors may, by resolution of the Board, receive a fixed
annual sum or other compensation for acting as Directors, payable quarterly or
at such other intervals as the Board shall fix, and/or a fixed sum or other
compensation and expenses of attendance, if any, for attendance at each regular
or special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation, or any
subsidiary or affiliated corporation, in any other capacity and receiving
compensation therefor. Members of special or standing Committees may be allowed
like compensation for attending Committee meetings.

                          INFORMAL ACTION BY DIRECTORS

         Section 12. Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any Committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such Committee, as the case may be, and such
written consent is filed with the minutes or proceedings of the Board or
Committee.

                              REMOVAL OF DIRECTORS

         Section 13. At any special meeting of the shareholders, duly called as
provided in these By-Laws, any Director or Directors may be removed with or
without cause only if the number of votes cast by the holders of all the shares
of stock outstanding and entitled to vote for the election of Directors to
remove the Director or Directors exceeds the number of votes cast not to remove


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such Director or Directors, and the remaining Directors may fill any vacancy or
vacancies created by such removal.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 14. The Corporation shall indemnify any Director, officer,
employee or agent of the Corporation, or any person who is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted under applicable law.

                                   ARTICLE IV

                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail addressed to such Director or
shareholder at such address as appears on the books of the Corporation, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed. Notwithstanding the foregoing, notice by electronic transmission is
deemed to constitute written notice and shall be deemed effective in accordance
with applicable statute.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
By-Laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

         Section 1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, President and Secretary. The



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Board of Directors may also choose a Chief Executive Officer, a Chief Operating
Officer and one or more Vice Chairmen of the Board, Vice Presidents, a
Treasurer, Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person. The Board may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board. The Board may appoint two persons to
serve as Chairman of the Board, in which case, such persons shall hold the title
of Co-Chairman of the Board and shall have the duties as described herein for
the Chairman of the Board.

         Section 2. The Board of Directors at its first meeting after each
annual meeting of shareholders shall choose a Chairman of the Board, a President
and a Secretary, none of whom need be a member of the Board, except for the
Chairman of the Board.

         Section 3. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed either with or without cause at any time by
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.

                              CHAIRMAN OF THE BOARD

         Section 4. The Chairman of the Board shall be a director and shall,
unless another person is designated by the Chairman of the Board, preside at all
meetings of the shareholders and the Board of Directors and have general
supervision of the management and policy of the Corporation. He or she shall
also have such other powers and perform such other duties as the Board of
Directors may prescribe from time to time. In the event that two persons shall



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serve as Co-Chairmen of the Board, each Co-Chairman shall have the duties
described herein, but may delegate, at such Co-Chairman's discretion, such
duties to the other Co-Chairman.

                           VICE CHAIRMEN OF THE BOARD

         Section 5. Each Vice Chairman of the Board shall be a director and
shall perform such duties as may be assigned to him or her from time to time by
the Board of Directors. In the absence or disability of the Chairman of the
Board, each Vice Chairman shall exercise the powers and perform the duties of
the Chairman of the Board of Directors. Upon the death, total permanent
disability or resignation of the Chairman of the Board, each Vice Chairman of
the Board shall become a Co-Chairman of the Board and exercise the powers
previously exercised and perform the duties previously performed by the Chairman
of the Board of Directors.

                             CHIEF EXECUTIVE OFFICER

         Section 6. The Chief Executive Officer shall have the general and
active management power and authority over the business of the Corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect and shall perform any and all other duties prescribed by the Board
of Directors. In the absence of a resolution by the Board of Directors, the
Chairman of the Board shall be the Chief Executive Officer. In the event the
Chairman of the Board shall not be the Chief Executive Officer, then, in the
absence of the Chairman of the Board or any Vice Chairman of the Board, the
Chief Executive Officer shall preside at all meetings of shareholders; have
general supervision of the affairs of the Corporation; and sign or counter-sign
all certificates, contracts and other instruments of the Corporation as
authorized by the Board of Directors.



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                             CHIEF OPERATING OFFICER

         Section 7. The Chief Operating Officer shall report to the Chief
Executive Officer. The Chief Operating Officer shall, under the direction of the
Chief Executive Officer, exercise the powers and authority and perform all of
the duties commonly incident to his or her office, and perform all such other
duties and have such other powers as the Board of Directors may from time to
time designate.

                                    PRESIDENT

         Section 8. The President shall, under the direction of the Chief
Executive Officer, exercise the powers and authority and perform all of the
duties commonly incident to his or her office; in the absence of the Chairman of
the Board, Chief Executive Officer or any Vice Chairman of the Board, preside at
all meetings of shareholders; have general supervision of the affairs of the
Corporation; sign or counter-sign all certificates, contracts and other
instruments of the Corporation as authorized by the Board of Directors; and
perform all such other duties and have such other powers as the Board of
Directors may from time to time designate.

               EXECUTIVE VICE PRESIDENT AND OTHER VICE PRESIDENTS

         Section 9. The Executive Vice President, if any, and any additional
Vice Presidents, shall perform such duties as the Chairman of the Board, any
Vice Chairman of the Board, the Chief Executive Officer, Chief Operating
Officer, the President or the Board of Directors may, from time to time,
designate.

                       SECRETARY AND ASSISTANT SECRETARIES

         Section 10. The Secretary shall record all the proceedings of the
meetings of the shareholders and Directors in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when



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requested. He or she shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors,
Chairman of the Board, any Vice Chairman of the Board or President, under whose
supervision he or she shall be. He or she shall keep in safe custody the seal of
the Corporation and when authorized by the Board, affix the same to any
instrument requiring it and, when so affixed, it shall be attested by his or her
signature or by the signature of the Treasurer or an Assistant Treasurer or an
Assistant Secretary.

         Section 11. The Assistant Secretaries in order of their seniority
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties as the
Chairman of the Board, any Vice Chairman of the Board, the President or the
Board of Directors shall prescribe.

                        TREASURER AND ASSISTANT TREASURER

         Section 12. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

         Section 13. He or she shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, any Vice Chairman
of the Board, the President and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation.



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         Section 14. He or she shall perform all duties incident to the office,
and any duties that may be assigned to him or her by the Board of Directors, the
Chairman of the Board, any Vice Chairman of the Board or the President.

         Section 15. If required by the Board of Directors, he or she shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.

         Section 16. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties as the Chairman of the Board,
any Vice Chairman of the Board, the President or the Board of Directors may from
time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

         Section 1. The interest of each shareholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe in accordance with the law. The
certificates of stock shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the Chairman of the Board, any Vice Chairman of
the Board, the President or the Executive Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary.



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         Section 2. The Board of Directors may appoint one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates of stock to bear the signature or signatures of any of
them.

         Section 3. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of the Chairman of the Board, any
Vice Chairman of the Board, President, Executive Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the Corporation may be
facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon have not ceased
to be such officer or officers of the Corporation.

         Section 4. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the registered holder thereof in person or by
his attorney, upon surrender for cancellation of certificates for the same
number of similar shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

         Section 5. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or



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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 Florida.

                                LOST CERTIFICATES

         Section 6. 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 the issuance 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, to
advertise the same in such manner as it shall require and/or 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.

                                   ARTICLE VII

                                CORPORATION BOOKS

         Section 1. All the books of the Corporation may be kept outside of
Florida at such place or places as the Board of Directors may from time to time
determine.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting thereof, pursuant to
law. Dividends may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.



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         Section 2. Before payment of any dividend, there may be set aside out
of any funds in the Corporation available for dividends, such sum or sums as the
Directors, from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                            EXECUTION OF INSTRUMENTS

         Section 3. All checks, notes, drafts, bills of exchange, orders for the
payment of money, bonds, debentures, obligations, bills of lading, commercial
documents and other negotiable and/or non-negotiable instruments, contracts and
formal documents (other than certificates of stock) shall be signed by such
officer or officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the Corporation may be
affixed to such instruments and papers requiring the same as shall have been
duly signed and may be attested by the Secretary or one of the Assistant
Secretaries or by the Treasurer or one of the Assistant Treasurers or by other
officer.

                                   FISCAL YEAR

         Section 4. The fiscal year of the Corporation shall be fixed by the
resolution of the Board of Directors; otherwise it shall be a calendar year.

                                 CORPORATE SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Florida". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.



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                               VOTING UPON STOCKS

         Section 6. Unless otherwise ordered by the Board of Directors or
Executive Committee, the Chairman of the Board, any Vice Chairman of the Board,
the Chief Executive Officer, the Chief Operating Officer, the President, the
Executive Vice President or any of the Vice Presidents authorized thereto in
writing by the Chairman of the Board or the President shall have full power and
authority on behalf of the Corporation to attend and to act and to vote, or to
give, on behalf of the Corporation, a proxy to attend and to act and to vote at
any meeting of the shareholders of any corporation in which the Corporation may
hold stock, and at any such meeting he or such proxy shall possess and may
exercise, for the purpose of such meeting, any and all of the rights and powers
incident to the ownership of said stock, and which as the owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors or Executive Committee by resolution from time to time may confer like
powers upon any other person or persons.

                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. Subject to the provisions of law and the Articles of
Incorporation, these By-Laws may be altered, amended or repealed, in whole or in
part, or new By-Laws may be adopted, by the shareholders or by the Board of
Directors; provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such meeting of
shareholders or Board of Directors as the case may be.








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