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EXHIBIT 3.2.3

                         AMENDED AND RESTATED BYLAWS OF
                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


                                    ARTICLE I
                                     OFFICES

         1.1. PRINCIPAL OFFICE. The principal office of ENTECH ENVIRONMENTAL
TECHNOLOGIES, INC. (the "Company") shall be the principal office named in the
Articles of Incorporation of the Company, as they may be amended or restated
from time to time in accordance with the Florida Statutes (the "Articles of
Incorporation").

         1.2. OTHER OFFICES. The Company may also have offices at such other
places both within and without the State of Florida as the Board of Directors of
the Company (the "Board of Directors") may determine from time to time or as the
business of the Company may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         2.1. PLACE OF MEETINGS. Meetings of the Company's shareholders shall be
held at such place within or without the State of Florida as may be designated
by the Board of Directors or the officer calling the meeting, or, in the absence
of such designation, at the principal office of the Company. Special meetings of
shareholders may be held at such place within or without the State of Florida,
and at such time as shall be stated in the notice of the meeting or in a duly
executed waver of notice thereof.

         2.2. ANNUAL MEETING. An annual meeting of the shareholders, for the
election of directors to succeed those whose terms expire or to fill vacancies
and for the transaction of such other business as may properly come before the
meeting, shall be held on such date and at such time as the Board of Directors
shall fix and set forth in the notice of the meeting, which date shall be within
13 months subsequent to the last annual meeting of shareholders. At the annual
meeting of the shareholders, only such business shall be conducted as shall have
been properly brought before the annual meeting as set forth in Paragraph 2.8
hereof. Failure to hold the annual meeting at the designated time shall not work
a dissolution of the Company.

         2.3. SPECIAL MEETINGS. Subject to the rights of the holders of any
series of the Company's preferred stock, par value $0.001 per share (the
"Preferred Stock"), as designated in any resolutions adopted by the Board of
Directors and filed with the State of Florida (a "Preferred Stock Designation"),
special meetings of the shareholders may be called at any time by those persons
set forth in the Articles of Incorporation. Upon written request of any person
or persons who have duly called a special meeting, it shall be the duty of the
Secretary to fix the date of the meeting to be held not less than 10 nor more
than 60 days after the receipt of the request and to give due notice thereof, as
required by the Florida Statutes (the "Act"). If the Secretary shall neglect or
refuse to fix the date of the meeting and give notice thereof, the person or
persons calling the meeting may do so.

         2.4. NOTICE OF MEETING. Written or printed notice of all meetings,
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the date of the meeting, either personally or by mail, by or at
the direction of the Chairman of the Board or Secretary, to each shareholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered to a shareholder when deposited in the United States mail addressed to
such shareholder at such shareholder's address as it appears on the stock
transfer records of the Company, with postage thereon prepaid.

         2.5. REGISTERED HOLDERS OF SHARES; CLOSING OF SHARE TRANSFER RECORDS;
AND RECORD DATE.

                  (a) REGISTERED HOLDERS AS OWNERS. Unless otherwise provided
under the Act, the Company may regard the person in whose name any shares are
registered in the stock transfer records of the Company at any particular time
(including, without limitation, as of a record date fixed pursuant to
subparagraph (b) of this Paragraph 2.5) as the owner of such shares at that time
for purposes of voting, receiving distributions thereon or

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notices in respect thereof, transferring such shares, exercising rights of
dissent with respect to such shares, entering into agreements with respect to
such shares, or giving proxies with respect to such shares; and neither the
Company nor any of its officers, directors, employees or agents shall be liable
for regarding that person as the owner of such shares at that time for those
purposes, regardless of whether that person possesses a certificate for such
shares.

                  (b) 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 a distribution by the Company (other
than a distribution involving a purchase or redemption by the Company of any of
its own shares) or a share dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than 60 days and not less than 10 days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. The Board of Directors shall not close the books of
the Company against transfers of shares during the whole or any part of such
period.

         If the Board of Directors does not fix a record date for any meeting of
the shareholders, the record date for determining shareholders entitled to
notice of or to vote at such meeting shall be at the close of business on the
day next preceding the day on which notice is given, or, if in accordance with
Paragraph 7.3 of these Bylaws notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.

         2.6. QUORUM OF SHAREHOLDERS; ADJOURNMENT. Unless otherwise provided in
the Articles of Incorporation, a majority of the outstanding shares of capital
stock of the Company entitled to vote, present in person or represented by
proxy, shall constitute a quorum at any meeting of the shareholders, and the
shareholders present at any duly convened meeting may continue to do business
until adjournment notwithstanding any withdrawal from the meeting of holders of
shares counted in determining the existence of a quorum. Unless otherwise
provided in the Articles of Incorporation or these Bylaws, any meeting of the
shareholders may be adjourned from time to time by the chairman of the meeting
or the holders of a majority of the issued and outstanding stock, present in
person or represented by proxy, whether or not a quorum is present, without
notice other than by announcement at the meeting at which such adjournment is
taken, and at any such adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting originally called;
PROVIDED that if the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the adjourned meeting.

         2.7. VOTING BY SHAREHOLDERS.

                  (a) VOTING ON MATTERS OTHER THAN THE ELECTION OF DIRECTORS.
With respect to any matters as to which no other voting requirement is specified
by the Act, the Articles of Incorporation or these Bylaws, and, subject to the
rights of the holders of any series of Preferred Stock to elect directors under
specific circumstances, the affirmative vote required for shareholder action
shall be that of a majority of the shares present in person or represented by
proxy at the meeting (as counted for purposes of determining the existence of a
quorum at the meeting). In the case of a matter submitted for a vote of the
shareholders as to which a shareholder approval requirement is applicable under
the shareholder approval policy of any stock exchange or quotation system on
which the capital stock of the Company is traded or quoted, the requirements
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any provision of the Internal Revenue Code, in each case for which no higher
voting requirement is specified by the Act, the Articles of Incorporation or
these Bylaws, the vote required for approval shall be the requisite vote
specified in such shareholder approval policy, the Exchange Act or Internal
Revenue Code provision, as the case may be (or the highest such requirement if
more than one is applicable).

                  (b) VOTING IN THE ELECTION OF DIRECTORS. Unless otherwise
provided in the Articles of Incorporation or these Bylaws in accordance with the
Act, directors shall be elected by a plurality of the votes cast by the holders
of outstanding shares of capital stock of the Company entitled to vote in the
election of directors at a meeting of shareholders at which a quorum is present.

                  (c) CONSENTS IN LIEU OF MEETING. Pursuant to the Articles of
Incorporation, no action that is required or permitted to be taken by the
shareholders of the Company at any annual or special meeting of

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shareholders may be effected by the written consent of shareholders in lieu of a
meeting, unless the action to be effected by the written consent of shareholders
and the taking of such action by written consent have been expressly approved in
advance by the Board of Directors.

                  (d) OTHER. The Board of Directors, in its discretion, or the
officer of the Company presiding at a meeting of shareholders of the Company, in
his discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

         2.8. BUSINESS TO BE CONDUCTED AT ANNUAL OR SPECIAL SHAREHOLDER
MEETINGS. At any annual or special meeting of shareholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been disclosed in the notice delivered to the shareholders with respect to such
meeting.

         2.9. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
Proxies for use at any meeting of shareholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting. All proxies shall
be received and taken charge of and all ballots shall be received and canvassed
by the secretary of the meeting who shall decide all questions relating to the
qualification of voters, the validity of the proxies, and the acceptance or
rejection of votes, unless an inspector or inspectors shall have been appointed
by the chairman of the meeting, in which event such inspector or inspectors
shall decide all such questions.

         2.10. APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY SHAREHOLDERS.
The Board of Directors in its discretion may submit any act or contract for
approval or ratification at any annual meeting of the shareholders, or at any
special meeting of the shareholders called for the purpose of considering any
such act or contract, and any act or contract that shall be approved or be
ratified by the vote of the shareholders holding a majority of the issued and
outstanding shares of stock of the Company entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present), shall be
as valid and as binding upon the Company and upon all the shareholders as if it
has been approved or ratified by every shareholder of the Company.

         2.11. INSPECTORS OF ELECTION. The Company shall, in advance of any
meeting of shareholders, appoint one or more inspectors of election, who may be
employees of the Company, to act at the meeting or any adjournment thereof and
to make a written report thereof. The Company may designate one or more persons
as alternate inspectors to replace any inspector who fails to act. If no
inspector so appointed or designated is able to act at a meeting of
shareholders, the chairman or the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his ability.

         The inspector or inspectors so appointed or designated shall: (a)
ascertain the number of shares of capital stock of the Company outstanding and
the voting power of each such share; (b) determine the shares of capital stock
of the Company represented at the meeting and the validity of proxies and
ballots; (c) count all votes and ballots; (d) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and (e) certify their determination of the
number of shares of the capital stock of the Company represented at the meeting
and such inspectors' count of all votes and ballots. Such certification and
report shall specify such other information as may be required by law. In
determining the validity and counting of proxies and ballots cast at any meeting
of shareholders of the Company, the inspectors may consider such information as
is permitted by applicable law. No person who is a candidate for an office at an
election may serve as an inspector at such election.

                                   ARTICLE III
                                    DIRECTORS

         3.1. POWERS, NUMBER, CLASSIFICATION AND TENURE.

                  (a) The powers of the Company shall be exercised by or under
the authority of, and the business and affairs of the Company shall be managed
under the direction of, the Board of Directors. Each director

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shall hold office for the full term for which such director is elected and until
such director's successor shall have been duly elected and qualified or until
his earlier death or resignation or removal in accordance with the Articles of
Incorporation or these Bylaws.

                  (b) Within the limits specified in the Articles of
Incorporation, and subject to the rights of the holders of any series of
Preferred Stock to elect directors under specific circumstances, the number of
directors that shall constitute the whole Board of Directors shall be fixed by,
and may be increased or decreased from time to time by, the affirmative vote of
a majority of the members at any time constituting the Board of Directors.
Except as provided in the Articles of Incorporation, and subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specific circumstances, newly created directorships resulting from any increase
in the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified or until his earlier death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         3.2. QUALIFICATIONS. Directors need not be residents of the State of
Florida or shareholders of the Company.

         3.3. PLACE OF MEETING; ORDER OF BUSINESS. Except as otherwise provided
by law, meetings of the Board of Directors, regular or special, may be held
either within or without the State of Florida, at whatever place is specified by
the person or persons calling the meeting. In the absence of specific
designation, the meetings shall be held at the principal office of the Company.
At all meetings of the Board of Directors, business shall be transacted in such
order as shall from time to time be determined by the Chairman of the Board, or
in his absence by the President, or by resolution of the Board of Directors.

         3.4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held, in each case, at such hour and on such day as may be fixed by
resolution of the Board of Directors, without further notice of such meetings.
The time or place of holding regular meetings of the Board of Directors may be
changed by the Chairman of the Board by giving written notice thereof as
provided in Paragraph 3.6 hereof.

         3.5. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held, whenever called by the Chairman of the Board or by resolution adopted
by the Board of Directors, in each case, at such hour and on such day as may be
stated in the notice of the meeting.

         3.6. ATTENDANCE AT AND NOTICE OF MEETINGS. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the Board of Directors, and written notice of any change in
the time or place of holding the regular meetings of the Board of Directors,
shall be given to each director personally or by mail or by telegraph,
telecopier or similar communication at least one day before the day of the
meeting; PROVIDED, HOWEVER, that notice of any meeting need not be given to any
director if waived by him in writing, or if he shall be present at such meeting.
Participation in a meeting of the Board of Directors shall constitute presence
in person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

         3.7. QUORUM OF AND ACTION BY DIRECTORS. A majority of the directors in
office shall constitute a quorum of the Board of Directors for the transaction
of business; but a lesser number may adjourn from day to day until a quorum is
present. Except as otherwise provided by law or in these Bylaws, all questions
shall be decided by the vote of a majority of the directors present at a meeting
at which a quorum is present.

         3.8. BOARD AND COMMITTEE ACTION WITHOUT A MEETING. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any action required
or permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is


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signed by all the members of the Board of Directors or such committee, as the
case may be, and shall be filed with the Secretary.

         3.9. BOARD AND COMMITTEE TELEPHONE MEETINGS. Subject to the provisions
required or permitted by the Act for notice of meetings, unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of the
Board of Directors, or members of any committee designated by the Board of
Directors, may participate in and hold a meeting of such Board of Directors or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Paragraph 3.9 shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

         3.10. COMPENSATION. Directors shall receive such compensation for their
services as shall be determined by the Board of Directors.

         3.11. REMOVAL. Directors may be removed from office in the matter set
forth in the Articles of Incorporation, subject to the rights of the holders of
any series of Preferred Stock to elect directors under specific circumstances.

         3.12. COMMITTEES OF THE BOARD OF DIRECTORS.

                  (a) The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members
one or more committees (in addition to those listed below), each of which shall
be comprised of one or more of its members, and may designate one or more of its
members as alternate members of any committee, who may, subject to any
limitations by the Board of Directors, replace absent or disqualified members at
any meeting of that committee. Any such committee, to the extent provided in
such resolution or in the Articles of Incorporation or these Bylaws, shall have
and may exercise all of the authority of the Board of Directors to the extent
permitted by the Act, including, without limitation, the power and authority to
declare a dividend, to authorize the issuance of stock or to adopt a plan of
merger pursuant to Section 607.0825 of the Act. Any such committee may authorize
the seal of the Company to be affixed to all papers which may require it. In
addition to the above, such committee or committees shall have such other powers
and limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.

                  (b) The Board of Directors shall have the power at any time to
change the membership of any such committee and to fill vacancies in it. A
majority of the number of members of any such committee shall constitute a
quorum for the transaction of business unless a greater number is required by a
resolution adopted by the Board of Directors. The act of the majority of the
members of a committee present at any meeting at which a quorum is present shall
be the act of such committee, unless the act of a greater number is required by
a resolution adopted by the Board of Directors. Each such committee may elect a
chairman and appoint such subcommittees and assistants as it may deem necessary.
Except as otherwise provided by the Board of Directors, meetings of any
committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7,
3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a
committee, the member or members present at any meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member. Any member of any such committee elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Company will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of a member of a
committee shall not of itself create contract rights.

                  (c) Any action taken by any committee of the Board of
Directors shall promptly be recorded in the minutes and filed with the
Secretary.

                  (d) Notwithstanding anything herein contained to the contrary,
the composition and powers of any committee of the Board of Directors are
expressly subject to the requirements of any stock exchange or quotation system
on which the capital stock of the Company is traded or quoted, or the Exchange
Act.

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                  (e) EXECUTIVE COMMITTEE. The Board of Directors may create an
Executive Committee of the Board of Directors, which committee shall have and
may exercise all the powers and authority of the Board of Directors between
regular or special meetings of the Board of Directors in the management of the
business and affairs of the Company, except to the extent limited by Florida
law. Without limiting the generality of the foregoing, the Executive Committee
shall have the power and authority to (i) declare dividends on any class of
capital stock of the Company, (ii) authorize the issuance of capital stock of
the Company, (iii) adopt plans of merger, and (iv) in reference to amending the
Articles of Incorporation, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of capital stock adopted by the
Board of Directors, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemptions, dissolution, any distribution of
assets of the Company or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Company or fix the number of shares of
any series of stock or authorize the increase or decrease of the shares of any
series.

                  AUDIT COMMITTEE. The Board of Directors may create an Audit
Committee of the Board of Directors whose members shall consist solely of
directors who are not employees or affiliates of the Company and have no
relationship with the Company that would, in the judgment of the Board of
Directors, interfere with their exercise of independent judgment as a member of
such committee. The Audit Committee shall have and may exercise the power and
authority to recommend to the Board of Directors the accounting firm to be
selected by the Board of Directors or to be recommended by it for shareholder
approval, as independent auditor of the financial statements of the Company and
its subsidiaries, and to act on behalf of the Board of Directors in meeting and
reviewing with the independent auditors, the chief accounting officer, the chief
internal auditor, if any, and the appropriate corporate officers, matters
relating to corporate financial reporting and accounting procedures and
policies, adequacy of financial, accounting and operating controls and the scope
of the respective audits of the independent auditors and the internal auditor,
if any. The Audit Committee shall also review the results of such audits with
the respective auditors and shall report the results of those reviews to the
Board of Directors. The Audit Committee shall submit to the Board of Directors
any recommendations it may have from time to time with respect to financial
reporting and accounting practices and policies and financial, accounting and
operational controls and safeguards. The Audit Committee may submit to the
Compensation Committee any recommendations it may have with respect to the
compensation of the chief accounting officer and the chief internal auditor, if
any. The Board of Directors shall, by resolution adopted by a majority of the
Board of Directors, designate not less than two of its qualifying members from
time to time to constitute members of the Audit Committee.

                  NOMINATING COMMITTEE. The Board of Directors may create a
Nominating Committee of the Board of Directors, which committee shall have and
may exercise the power and authority to recommend to the Board of Directors
prior to each annual meeting of the shareholders of the Company: (i) the
appropriate size and composition of the Board of Directors; and (ii) nominees:
(1) for election to the Board of Directors for whom the Company should solicit
proxies; (2) to serve as proxies in connection with the annual shareholders'
meeting; and (3) for election to all committees of the Board of Directors other
than the Nominating Committee. The Board of Directors shall, by resolution
adopted by a majority of the Board, designate one or more of its members from
time to time to constitute members of the Nominating Committee.

                  COMPENSATION COMMITTEE. The Board of Directors may create a
Compensation Committee of the Board of Directors, whose members shall consist
solely of directors who are not employees or affiliates of the Company and have
no relationship with the Company that would, in the judgment of the Board of
Directors, interfere with their exercise of independent judgment as a member of
such committee. The Compensation Committee shall have and may exercise all the
power and authority to (i) establish a general compensation policy for the
officers and employees of the Company, including to establish and at least
annually review officers' salaries and levels of officers' participation in the
benefit plans of the Company, (ii) prepare any reports that may be required by
the regulations of the Securities and Exchange Commission or otherwise relating
to officer compensation, (iii) approve any increases in directors' fees, and
(iv) exercise all other powers of the Board of Directors with respect to matters
involving the compensation of employees and the employee benefits of the Company
as shall be delegated by the Board of Directors to the Compensation Committee
from time to time. Without limiting the generality of the foregoing, the
Compensation Committee shall have the power and authority to authorize the
issuance of capital stock of the Company pursuant to any compensation or benefit
plan or arrangement adopted or entered into by the

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Company. The Board of Directors shall, by resolution adopted by a majority of
the Board, designate two or more of its qualifying members from time to time to
constitute members of the Compensation Committee.



                                   ARTICLE IV
                                    OFFICERS

         4.1. DESIGNATION. The officers of the Company shall consist of a
Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer, Secretary, Chief Financial Officer, Treasurer, Controller and such
Executive, Senior or other Vice Presidents, Assistant Secretaries, Assistant
Treasurers, Assistant Controllers and other officers as may be elected or
appointed by the Board of Directors from time to time. Any number of offices may
be held by the same person.

         4.2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board of Directors. The Chairman of
the Board shall possess the same powers as the Chief Executive Officer, if there
is none, and may sign all contracts, certificates and other instruments of the
Company which may be authorized by the Board of Directors. The Chairman of the
Board shall also perform such other duties and may exercise such other powers as
from time to time may be assigned to him by these Bylaws or by the Board of
Directors. In the absence or incapacity to act of the President, the Chairman of
the Board shall serve as acting President, and when so acting, shall have all
the powers of and be subject to the restrictions of such office.

         4.3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Company shall have general supervision and control of the business, affairs and
properties of the Company and its general officers, and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He
shall have the power to appoint and remove all subordinate officers, agents and
employees, except those elected or appointed by the Board of Directors, and
shall execute all bonds, mortgages, contracts and other instruments of the
Company requiring a seal, under the seal of the Company, except where required
or permitted by law to be otherwise signed and executed and except that the
other officers of the Company may sign and execute documents when so authorized
by these Bylaws or the Board of Directors. The Chief Executive Officer shall
also perform such other duties and may exercise such other powers as from time
to time may be assigned to him by these Bylaws or by the Board of Directors.

         4.4. PRESIDENT. The President shall be the Chief Operating Officer of
the Company and shall have general supervision and control of the business,
affairs and properties of the Company and its general officers, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. He shall report directly to the Chief Executive Officer. He shall
execute all bonds, mortgages, contracts and other instruments of the Company
requiring a seal, under the seal of the Company, except where required or
permitted by law to be otherwise signed and executed and except that the other
officers of the Company may sign and execute documents when so authorized by
these Bylaws, the Board of Directors or the Chief Executive Officer. The
President shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these Bylaws or by the
Board of Directors. In the incapacity to act of the Chief Executive Officer, the
President shall serve as acting Chief Executive Officer, and when so acting,
shall have all the powers of and be subject to the restrictions of such office.
Except with respect to the Chief Executive Officer and the Chief Financial
Officer, all other officers of the Company shall report directly to the
President.

         4.5. CHIEF OPERATING OFFICER. As the Chief Operating Officer, the
President shall have general charge and supervision of the day to day operations
of the Company (subject to the direction of the Board of Directors), and, in
general, shall perform such other duties as are incident to the office of a
chief operating officer of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him by the Board of Directors.

         4.6. VICE PRESIDENT. The Board of Directors may appoint such Vice
Presidents as may be recommended by the President or as the directors deem
necessary or appropriate. Vice Presidents may be designated as Senior Vice
Presidents, Executive Vice Presidents or some other designation as the Board of
Directors deems appropriate (each a "Vice President"). Each Vice President shall
perform such duties as the Board of

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Directors may from time to time prescribe and have such other powers as the
President may from time to time prescribe.

         4.7. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the
chief accounting officer of the Company and shall have general charge and
supervision of the day to day financial operations of the Company (subject to
the direction of the Board of Directors or the Audit Committee), and, in
general, shall perform such other duties as are incident to the office of a
chief financial officer of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him by the Chief Executive Officer,
the Board of Directors or the Audit Committee. He shall report directly to the
Chief Executive Officer.

         4.8. SECRETARY. The Secretary shall attend the meetings of the Board of
Directors and all meetings of shareholders and record the proceedings thereof in
a book or books to be kept for that purpose; the Secretary shall also perform
like duties for the standing committees when required. The Secretary 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 or the President, under whose
supervision he shall be. If the Secretary shall be unable or shall refuse to
cause to be given notice of all meetings of the shareholders and special
meetings of the Board of Directors, and if there be no Assistant Secretary, then
the Chief Executive Officer may choose another officer to cause such notice to
be given. The Secretary shall have custody of the seal of the Company and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Company and to attest the affixing by his
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

         4.9. TREASURER. The Treasurer shall have the custody of the Company's
funds and securities and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Company and shall deposit all moneys and
other valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Chief Financial Officer or the Board of
Directors. The Treasurer shall disburse the funds of the Company as may be
ordered by the Chief Financial Officer or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive Officer
and the Board of Directors, at its regular meeting, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the liquidity of the Company. If required by the Board of Directors, the
Treasurer shall give the Company a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the Company,
in case of his death, resignation, retirement or removal from office, of all
books papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Company.

         4.10. CONTROLLER. The Controller, if there is one, shall maintain
records of all assets, liabilities, and transactions of the Company and shall be
responsible for the design, installation and maintenance of accounting and cost
control systems and procedures for the Company and shall perform such other
duties and have such other powers as from time to time may be assigned to him by
the Chief Financial Officer, Board of Directors or the Audit Committee.

         4.11. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, any Vice President, or the Secretary, and in the
absence of the Secretary or in the event of his disability or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Secretary.

          4.12. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President or the Treasurer, and
in the absence of the Treasurer or in the event of his disability or refusal to
act, shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer.

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

         4.13. ASSISTANT CONTROLLERS. Except as may be otherwise provided in
these Bylaws, Assistant Controllers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, any Vice President, or the Controller, and in the
absence of the Controller or in the event of his disability or refusal to act,
shall perform the duties of the Controller, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Controller.

         4.14. OTHER OFFICERS. Such other officers as the Board of Directors may
choose shall perform such duties and have such powers, subordinate to those
powers specifically delegated to certain officers in these Bylaws, as from time
to time may be assigned to them by the Board of Directors. The President of the
Company shall have the power to choose such other officers and to prescribe
their respective duties and powers, subject to control by the Board of
Directors.

         4.15. VACANCIES. Whenever any vacancies shall occur in any office by
death, resignation, increase in the number of offices of the Company, or
otherwise, the same shall be filled by the Board of Directors (or the President,
in accordance with Paragraph 4.3 of these Bylaws, subject to control by the
Board of Directors), and the officer so appointed shall hold office until such
officer's successor is elected or appointed in accordance with these Bylaws or
until his earlier death, resignation or removal.

         4.16. REMOVAL. Any officer or agent of the Company may be removed by
the Board of Directors whenever in its judgment the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights.

         4.17. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless
otherwise directed by the Board of Directors, the Chairman of the Board, the
President, any Vice President and the Treasurer of the Company shall each have
power to vote and otherwise act on behalf of the Company, in person or by proxy,
at any meeting of security holders of or with respect to any action of security
holders of any other corporation in which the Company may hold securities and
otherwise to exercise any and all rights and powers which the Company may
possess by reason of its ownership of securities in such other corporation.

                                    ARTICLE V
                                  CAPITAL STOCK

         5.1. CERTIFICATES FOR SHARES. The certificates for shares of the
capital stock of the Company shall be in such form as may be approved by the
Board of Directors from time to time. The Company shall deliver one or more
certificates to each of the Company's shareholders, which shall represent the
number of shares to which such shareholder is entitled. Certificates shall be
signed by the Chairman of the Board, the President or a Vice President and
either the Secretary or an Assistant Secretary, and may bear the seal of the
Company or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. The stock record books and the blank stock
certificates shall be kept by the Secretary, or at the office of such transfer
agent or transfer agents as the Board of Directors may from time to time by
resolution determine. 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 Company with
the same effect as if such person were such officer at the date of its issuance.

         5.2. MULTIPLE CLASSES OF STOCK. As the Company is authorized to issue
more than one class of capital stock and more than one series of preferred
stock, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualification, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
each of the certificates the Company issues to represent such class or series of
stock; provided that, to the extent allowed by

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law, in lieu of such statement, the face or back of such certificates may state
that the Company will furnish a copy of such statement without charge to each
requesting shareholder.

         5.3. TRANSFER OF SHARES. The shares of stock of the Company shall be
transferable only on the books of the Company by the holders thereof in person
or by their duly authorized attorneys or legal representatives upon surrender
and cancellation of certificates for a like number of shares.

         5.4. OWNERSHIP OF SHARES. The Company is entitled to treat the holder
of record of any share or shares of capital stock as the holder in fact thereof
under Paragraph 2.5 hereof, the Company 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.

         5.5. REGULATIONS REGARDING CERTIFICATES. The Board of Directors shall
have the power and authority to make all such rules and regulations as they may
deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Company.

         5.6. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
determine the conditions upon which a new certificate representing shares of the
capital stock of the Company may be issued in place of a certificate which is
alleged to have been lost, stolen or destroyed; and may, in its discretion,
require the owner of such certificate or his legal representative to give bond,
with sufficient surety, to indemnify the Company and each transfer agent and
registrar against any and all losses or claims that may arise by reason of the
issue of a new certificate in the place of the one so lost, stolen or destroyed.

                                   ARTICLE VI
                                 INDEMNIFICATION

         6.1. GENERAL. The Company shall indemnify its directors, officers,
employees, agents and others as provided in the Articles of Incorporation.

         6.2. REQUEST FOR INDEMNIFICATION. A party requesting indemnification
(the "Indemnitee") shall submit notice of such request in writing to the
Secretary of the Company. Such notice of request for indemnification shall
contain sufficient information to reasonably inform the Company about the nature
and extent of the indemnification or advance sought by the Indemnitee. The
Secretary shall promptly advise the Board of Directors of any such request.

         6.3. EXTENSION OF RIGHTS. No amendment, alteration or repeal of this
Article VI or any provision hereof shall be effective as to any Indemnitee for
acts, events and circumstances that occurred, in whole or in part, before such
amendment, alteration or repeal. The provisions of this Article VI shall
continue as to an Indemnitee whose Corporate Status has ceased for any reason
and shall inure to the benefit of his heirs, executors and administrators.
Neither the provisions of this Article VI nor those of any agreement to which
the Company is a party shall be deemed to preclude the indemnification of any
person who is not specified in this Article VI as having the right to receive
indemnification or is not a party to any such agreement, but whom the Company
has the power or obligation to indemnify under the provisions of the Act.

         6.4. INSURANCE AND SUBROGATION. The Company shall not be liable under
the Articles of Incorporation or this Article VI to make any payment of amounts
otherwise indemnifiable hereunder if, but only to the extent that, the
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise. In the event of any payment hereunder,
the Company shall be subrogated to the extent of such payment to all the rights
of recovery of the Indemnitee, who shall execute all papers required and take
all action reasonably requested by the Company to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.

         6.5. SEVERABILITY. If any provision or provisions of this Article VI
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions shall


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not in any way be affected or impaired thereby; and, to the fullest extent
possible, the provisions of this Article VI shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

         6.6. NOTICES. Promptly after receipt by the Indemnitee of notice of the
commencement of any action, suit or proceeding, the Indemnitee shall, if he
anticipates or contemplates making a claim for expenses or an advance pursuant
to the terms of the Articles of Incorporation and this Article VI, notify the
Company of the commencement of such action, suit or proceeding; PROVIDED,
HOWEVER, that any delay in so notifying the Company shall not constitute a
waiver or release by the Indemnitee of rights hereunder and that any omission by
the Indemnitee to so notify the Company shall not relieve the Company from any
liability that it may have to the Indemnitee otherwise than under the Articles
of Incorporation or this Article VI. Any communication required or permitted to
the Company shall be addressed to the Secretary and any such communication to
the Indemnitee shall be addressed to the Indemnitee's address as shown on the
Company's records unless he specifies otherwise and shall be personally
delivered or delivered by overnight mail delivery. Any such notice shall be
effective upon receipt.

         6.7. CONTRACTUAL RIGHTS. The right to be indemnified or to the
advancement or reimbursement of expenses (a) is a contract right based upon good
and valuable consideration, pursuant to which the Indemnitee may sue as if these
provisions were set forth in a separate written contract between the Indemnitee
and the Company, (b) is and is intended to be retroactive and shall be available
as to events occurring prior to the adoption of these provisions, and (c) shall
continue after any rescission or restrictive modification of such provisions as
to events occurring prior thereto.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         7.1. BYLAW AMENDMENTS. These Bylaws may be amended as provided in the
Articles of Incorporation.

         7.2. BOOKS AND RECORDS. The Company shall keep books and records of
account and shall keep minutes of the proceedings of its shareholders, its Board
of Directors and each committee of its Board of Directors.

         7.3. NOTICES; WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, director or committee member under the provisions of
the Act, the Articles of Incorporation or these Bylaws, said notice shall be
deemed to be sufficient if given by deposit of the same in the United States
mail, with postage paid thereon, addressed to the person entitled thereto at his
address as it appears on the records of the Company, and such notice shall be
deemed to have been given on the day of such mailing.

         Whenever any notice is required to be given to any shareholder,
director or committee member under the provisions of the Act, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

         7.4. RESIGNATIONS. Any director or officer may resign at any time. Such
resignations shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or the Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.

         7.5. SEAL. The seal of the Company shall be in such form as the Board
of Directors may adopt.

         7.6. FISCAL YEAR. The fiscal year of the Company shall be determined by
a resolution adopted by the Board of Directors.

         7.7. FACSIMILE SIGNATURES. In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any director or officer of the Company may be used
whenever and as authorized by the Board of Directors.

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         7.8. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director and each
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Company by any of its officers, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Company.

                                  ARTICLE VIII
                               ADOPTION OF BYLAWS

         8.1. ADOPTION. These Bylaws were adopted by the Board of Directors
as of April 28, 2004.



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