BYLAWS
                                       OF

                            ATLANTIC BANCGROUP, INC.

                                    ARTICLE I

                                  Stockholders

         Section 1. The Annual Meeting of  Stockholders  of Atlantic  BancGroup,
Inc.  ("Corporation")  shall be held on such date,  and at such time and at such
place  within or without the State of  Florida,  as may be fixed by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting.

         Section 2. (a)  Subject  to the  rights of the  holders of any class or
series of stock having a preference  over the Common Stock of the Corporation as
to dividends or upon  liquidation  ("Preferred  Stock"),  any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
an Annual or Special  Meeting of  Stockholders of the Corporation and may not be
effected by any consent in writing by such  stockholders.  Subject to the rights
of the holders of any class or series of Preferred  Stock,  Special  Meetings of
Stockholders  of the  Corporation  may be called:  (i) by the Board of Directors
pursuant to a resolution  adopted by a majority of the total number of directors
which the  Corporation  would  have if there were no  vacancies  on the Board of
Directors  (hereinafter the "Full Board");  (ii) by the Chief Executive Officer;
(iii) by the Chairman of the Board of Directors;  or (iv) by stockholders of the
Corporation  holding at least 20% of the  outstanding  shares of Common Stock of
the Corporation.

                  (b) Special  Meetings of Stockholders may be held at such time
and at such place within or without the State of Florida as may be stated in the
call.  Section 3. Notice of the time and place of every meeting of  stockholders
shall be  delivered  personally  or  mailed  at least ten days and not more than
sixty days prior thereto to each  stockholder of record  entitled to vote at his
address as it appears on the records of the  Corporation.  Such  further  notice
shall be given as may be required  by law.  Business  transacted  at any Special
Meeting  shall be confined  to the  purpose or purposes  stated in the notice of
such Special  Meeting.  Meetings may be held without notice if all  stockholders
entitled to vote are present or if notice is waived by those not present.

         Section 4. At all meetings of stockholders any stockholder  entitled to
vote may vote in person or by proxy.  Such proxy or any  revocation or amendment
thereof, shall be in writing, but need not be sealed, witnessed or acknowledged,
and shall be filed with the Secretary at or before the meeting.

         Section 5. Except as  otherwise  provided by law or by the  Articles of
Incorporation,  the presence, in person or by proxy, of the holders of record of
shares of capital stock of the Corporation entitling the holders thereof to cast
a majority of the votes  entitled to be cast by the holders of shares of capital
stock of the  Corporation  entitled  to vote  shall  constitute  a quorum at all
meetings  of the  stockholders.  Where a separate  vote by a class or classes is
required,  a majority  of the shares of such class or classes  entitled  to vote
thereon present in person or by proxy shall constitute a quorum entitled to take
action with respect to that vote on that matter.  The chairman of the meeting or
the holders of record of a majority of such shares so present or represented may
adjourn the meeting from time
<PAGE>
to time,  whether or not there is such a quorum. No notice of the time and place
of adjourned meetings need be given except as required by law.

         Section 6. Election of directors at all meetings of the stockholders at
which  directors are to be elected shall be by ballot,  and, except as otherwise
set forth in any Preferred Stock Designation (as defined in Article III, Section
3 of the Articles of Incorporation)  with respect to the right of the holders of
any class or series  of  Preferred  Stock to elect  additional  directors  under
specified  circumstances,  a plurality  of the votes cast  thereat  shall elect.
Except  as  otherwise  provided  by law,  the  Articles  of  Incorporation,  any
Preferred Stock Designation, the Bylaws of the Corporation or resolution adopted
by the Full Board, all matters other than the election of directors submitted to
the stockholders at any meeting shall be decided by a majority of the votes cast
with respect thereto.

         Section  7.  (a) At any  Annual  Meeting  of  Stockholders,  only  such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any  stockholder of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  7(a).  For  business  to be
properly brought before an Annual Meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the  principal  executive  offices of the  Corporation  not less than 60 days
prior to the date of the Annual Meeting;  provided,  however,  that in the event
that less than 40 days'  notice or prior  public  disclosure  of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not later than the close of business on the 10th day  following
the day on which such notice of the date of the Annual Meeting
was mailed or such public  disclosure  was made. A  stockholder's  notice to the
Secretary shall set forth as to each matter such  stockholder  proposes to bring
before the Annual Meeting (i) a brief  description of the business desired to be
brought before the Annual  Meeting and the reasons for conducting  such business
at the  Annual  Meeting,  (ii) the  name  and  address,  as they  appear  on the
Corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the  Corporation's  capital stock that are  beneficially
owned by such stockholder and (iv) any material  interest of such stockholder in
such  business.  Notwithstanding  anything in these Bylaws to the  contrary,  no
business  shall be brought  before or conducted at an annual  meeting  except in
accordance  with  the  provisions  of this  Section  7(a).  The  officer  of the
Corporation or other person  presiding  over the annual  meeting  shall,  if the
facts so warrant,  determine  and declare to the meeting  that  business was not
properly  brought  before the meeting in accordance  with the provisions of this
Section 7(a) and, if he should so determine,  he shall so declare to the meeting
and any such  business  so  determined  to be not  properly  brought  before the
meeting shall not be transacted.

         At any Special  Meeting of  Stockholders,  only such business  shall be
conducted as shall have been brought  before the meeting by or at the  direction
of the party who called such  meeting  pursuant to Article V of the  Articles of
Incorporation and Article I, Section 2 of these Bylaws.

                  (b) Only  persons who are  nominated  in  accordance  with the
procedures  set  forth in  these  Bylaws  shall  be  eligible  for  election  as
directors.  Nominations of persons for election to the Board of Directors of the
Corporation  may be made at a meeting of  stockholders at which directors are to
be elected only (i) by or at the  direction of the Board of Directors or (ii) by
any  stockholder  of the  Corporation  entitled  to  vote  for the  election  of
directors at the meeting who complies  with the notice  procedures  set forth in
<PAGE>
this  Section  7(b).  Such  nominations,  other  than  those  made  by or at the
direction of the Board of  Directors,  shall be made by timely notice in writing
to the Secretary of the Corporation.  To be timely, a stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
Corporation  not more than 60 days or less than 10 days prior to the date of the
meeting; provided,  however, that in the event that less than 40 days' notice or
prior  disclosure  of the date of the meeting is given or made to  stockholders,
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the 10th day  following the day on which such notice of the
date of the  meeting  was  mailed  or such  public  disclosure  was  made.  Such
stockholder's notice shall set forth (i) as to each person whom such stockholder
proposes to nominate for election or re-election as a director,  all information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for  election  of  directors,  or is  otherwise  required,  in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including  such person's  written consent to being named in the proxy statement
as a nominee  and to  serving  as a  director  if  elected);  and (ii) as to the
stockholder  giving the notice (x) the name and  address,  as they appear on the
Corporation's  books, of such stockholder and (y) the class and number of shares
of  the  Corporation's  capital  stock  that  are  beneficially  owned  by  such
stockholder.  At the request of the Board of Directors  any person  nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the Corporation that information  required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.  No person shall be eligible
for election as a director of the  Corporation  unless  nominated in  accordance
with the  provisions of this Section  7(b).  The officer of the  Corporation  or
other person presiding at the meeting shall, if the facts so warrant,  determine
that a nomination was not made in accordance  with such provisions and, if he or
she  should so  determine,  he or she shall so declare  to the  meeting  and the
defective nomination shall be disregarded.

         Section  8.  There  shall  be  appointed,   for  all  meetings  of  the
stockholders,  two Inspectors of the vote. Such Inspectors  shall first take and
subscribe an oath or  affirmation  faithfully to execute the duties of Inspector
at such  meeting  with strict  impartiality  and  according to the best of their
ability.  Unless  appointed  in  advance  of any such  meeting  by the  Board of
Directors,  such  Inspectors  shall be  appointed  for the meeting by the person
presiding thereat.  No director or candidate for the office of director shall be
appointed as such Inspector. Such Inspectors shall receive, examine and tabulate
all ballots and  proxies,  including  proxies  filed with the  Secretary,  shall
determine  the  presence  or absence of a quorum  and shall be  responsible  for
tallying and  certifying  the vote taken on any matter at each meeting  which is
required to be tallied and  certified by them in the  resolution of the Board of
Directors  appointing  them or the  appointment of the person  presiding at such
meeting, as the case may be.

                                   ARTICLE II

                                    Directors

         Section 1. (a)  Subject  to the  rights of the  holders of any class or
series of Preferred Stock to elect directors under specified circumstances,  the
number of directors shall be fixed from time to time exclusively by the Board of
Directors  pursuant  to a  resolution  adopted by a majority  of the Full Board.
Except for the Initial Board of Directors (as that term is defined in Article VI
of the Articles of  Incorporation)  who will serve until the first  stockholders
meeting,  the  directors  (other than those who may be elected by the holders of
any class or series of Preferred  Stock)  shall be divided,  with respect to the
time for which they severally hold office,  into three classes.  After the first
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stockholders  meeting,  the term of office of the first class will expire at the
2000 Annual Meeting of  Stockholders,  the term of office of the second class to
expire at the 2001 Annual Meeting of Stockholders  and the term of office of the
third  class to expire at the 2002  Annual  Meeting of  Stockholders,  with each
director to hold office until his or her successor  shall have been duly elected
and qualified. At each Annual Meeting of Stockholders,  commencing with the 2000
Annual  Meeting,  directors  elected to succeed those directors whose terms then
expire  shall be elected for a term of office to expire at the third  succeeding
Annual Meeting of Stockholders after their election,  with each director to hold
office until his or her successor shall have been duly elected and qualified.

                  (b) A whole number of directors equal to at least one third of
the Full Board shall constitute a quorum for the transaction of business, but if
at any  meeting  of the  Board of  Directors  there  shall be less than a quorum
present a majority of those  present  may adjourn the meeting  from time to time
until a quorum shall have been obtained.

                  (c)  Subject  to the  rights  of the  holders  of any class or
series  of  Preferred  Stock,  and  unless  the  Board  of  Directors  otherwise
determines,  newly  created  directorships  resulting  from any  increase in the
authorized  number of  directors  or any  vacancies  in the  Board of  Directors
resulting from death, resignation,  retirement,  disqualification,  removal from
office or other  cause may be filled  only by a majority  vote of the  directors
then in office,  though less than a quorum,  and  directors so chosen shall hold
office for a term expiring at the Annual  Meeting of  Stockholders  at which the
term of office of the class to which they have been  elected  expires  and until
such  director's  successor  shall  have been duly  elected  and  qualified.  No
decrease in the number of authorized directors constituting the Full Board shall
shorten the term of any incumbent director.

                  (d)  Subject  to the  rights  of the  holders  of any class or
series of Preferred Stock, any director,  or the entire Board of Directors,  may
be  removed  from  office  at any time and only by the  affirmative  vote of the
holders   of  at  least  a  majority   of  the  voting   power  of  all  of  the
then-outstanding  shares of capital  stock of the  Corporation  entitled to vote
generally in the election of directors (the "Voting Stock"),  voting together as
a single class.

         Section 2.  Meetings  of the Board of  Directors  shall be held at such
place  within or without  the State of Florida as may from time to time be fixed
by, or determined in the manner provided by,  resolution of the Board, or as may
be  specified  in the call of any  meeting.  Regular  meetings  of the  Board of
Directors  shall be held at such  times as may from time to time be fixed by, or
determined  in the manner  provided  by,  resolution  of the Board,  and Special
Meetings may be held at any time upon the call of the Executive  Committee or of
the Chairman of the Board of Directors by oral,  telegraphic or written  notice,
duly served on or sent or mailed to each  director not less than two days before
such  meeting.  A meeting of the Board may be held  without  notice  immediately
after the annual meeting of stockholders at the same place at which such meeting
was held.  Notice  need not be given of  regular  meetings  of the Board held at
times and places fixed by resolution of the Board.  A meeting may be held at any
time  without  notice if all the  directors  are present or if those not present
waive notice of the meeting in writing, either before or after such meeting.
<PAGE>
         Section 3. The Board of Directors may, in its discretion, by resolution
passed by a majority of the Full Board,  designate  an  Executive  Committee  to
consist  of  the  Chairman,   President  and  Chief  Executive  Officer  of  the
Corporation  and such  number of other  directors  as the Board may from time to
time determine (not less than three), which Committee, to the extent provided in
said resolution,  shall have, and may exercise when the Board is not in session,
the powers of the Board in the  management  of the  business  and affairs of the
Corporation,  except the power to change the  membership or to fill vacancies in
the  Board of said  Committee.  The  Board  shall  have the power at any time to
change the membership of said  Committee  (subject to the  requirement  that the
Chairman,  President and Chief Executive  Officer be a member thereof),  to fill
vacancies in it, or to dissolve it. The  Executive  Committee may make rules for
the conduct of its business and may appoint such committees and assistants as it
shall  from  time  to time  deem  necessary.  One-half  of the  members  of such
Committee shall constitute a quorum.

         Section  4.  The  Board of  Directors  may  from  time to time,  in its
discretion, by resolution passed by a majority of the Full Board, designate, and
appoint, from the directors, other committees of one or more persons which shall
have and may exercise such  lawfully  delegable  powers and duties  conferred or
authorized by the resolutions of designation and  appointment.  Unless the Board
shall  otherwise  provide,  a majority of any such  committee  may determine its
action and fix the time and place of its meetings. The Board shall have power at
any time to change the members of any such committee, to fill vacancies,  and to
discharge any such committee.

         Section  5.  The  Executive  Committee,  and  any  other  committee  so
designated if the resolution  which  designates such committee or a supplemental
resolution  of the Board shall so provide,  may exercise the power and authority
of the Board to declare a dividend,  to  authorize  the  issuance of stock or to
adopt a certificate  of ownership and merge  pursuant to Section  607.127 of the
Florida General Corporation Act.

                                   ARTICLE III

                                    Officers

         Section 1. The Board of Directors as soon as may be  practicable  after
the Annual Meeting of Stockholders shall choose a Chief Executive Officer of the
Corporation,  a  President,  one or more  Vice  Presidents,  a  Secretary  and a
Treasurer  and from time to time may choose  such other  officers as it may deem
proper.  The  Chairman  of the  Board  of  Directors  shall be  chosen  from the
directors.

         Section 2. The term of office of all  officers  shall be until the next
annual  election of officers and until their  respective  successors are chosen,
but any officer may be removed from office at any time by the  affirmative  vote
of a majority of the members of the Full Board.

         Section 3. All  officers  chosen by the Board of  Directors  shall each
have such powers and duties as generally  pertain to their  respective  offices,
subject to the specific provisions of this Article III. Such officers shall also
have such powers and duties as from time to time may be  conferred  by the Board
of Directors or by any committee thereof.
<PAGE>
         Section  4. The  Chief  Executive  Officer  of the  Corporation  shall,
subject to the control of the Board of  Directors,  have general  power over the
management   and   oversight  of  the   administration   and  operation  of  the
Corporation's  business and general  supervisory  power and  authority  over its
policies and affairs.  He shall see that all orders and resolutions of the Board
of Directors and of any committee thereof are carried into effect.

         Section 5. The President shall act in a general executive  capacity and
shall  assist  the  Chief   Executive   Officer  of  the   Corporation   in  the
administration   and  operation  of  the  Corporation's   business  and  in  the
supervision of its policies and affairs. During the absence or disability of the
Chief Executive Officer, the President shall have and exercise all the powers of
the Chief Executive Officer.

         Each meeting of the stockholders and of the Board of Directors shall be
presided over by the Chairman, or in his absence the Chief Executive Officer, or
in his absence, by such officer as has been designated by the Board of Directors
or, in his absence, by such officer or other person as is chosen at the meeting.
The Secretary or, in his absence, the General Counsel of the Corporation or such
officer as has been  designated  by the Board of  Directors  or, in his absence,
such officer or other person as is chosen by the person presiding,  shall act as
secretary of each such meeting.

         Section 6. The Vice  President  or Vice  Presidents  shall  perform the
duties of the  President  in his  absence or during his  disability  to act.  In
addition,  the Vice Presidents  shall perform the duties and exercise the powers
usually  incident to their  respective  officers  and/or  such other  duties and
powers  as may be  properly  assigned  to them from time to time by the Board of
Directors, the Chairman of the Board or the President.

         Section 7. The Secretary or an Assistant  Secretary shall issue notices
of  meetings,  shall keep their  minutes,  shall have charge of the seal and the
corporate books,  shall perform such other duties and exercise such other powers
as are usually  incident to such offices  and/or such other duties and powers as
are properly assigned thereto by the Board of Directors, the Chairman, the Chief
Executive Officer or the President.

         Section 8. The Treasurer shall have charge of all monies and securities
of the  Corporation,  other than monies and  securities  of any  division of the
Corporation which has a treasurer or financial officer appointed by the Board of
Directors, and shall keep regular books of account. The funds of the Corporation
shall be deposited in the name of the  Corporation  by the  Treasurer  with such
banks or trust  companies as the Board of Directors or the  Executive  Committee
from time to time shall designate. He shall sign or countersign such instruments
as require his signature, shall perform all such duties and have all such powers
as are usually  incident to such office  and/or such other  duties and powers as
are properly assigned to him by the Board of Directors,  the Chairman, the Chief
Executive  Officer or the  President,  and may be  required to give bond for the
faithful  performance  of his duties in such sum and with such  surety as may be
required by the Board of Directors.

         Section 9. The Board of  Directors  may appoint  one or more  assistant
secretaries and one or more assistant treasurers,  or one appointee to both such
positions,  which  officers shall have such powers and shall perform such duties
as are  provided  in these  Bylaws or as may be assigned to them by the Board of
Directors, the Chairman, the Chief Executive Officer or the President.
<PAGE>
                                   ARTICLE IV

                              Certificates of Stock

         Section 1. The interest of each stockholder 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.  The  shares  of the  stock of the
Corporation  shall be transferred on the books of the  Corporation by the holder
thereof  in  person or by his  attorney,  upon  surrender  for  cancellation  of
certificates  for the same  number of shares,  with an  assignment  and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of  the  signature  as the  Corporation  or  its  agents  may
reasonably require.

         Section 2. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which  resolution may permit all or any of the signatures on such certificate to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be  issued  by the  Corporation  with the  same  effect  as if he were  such
officer, transfer agent or registrar at the date of issue.

         Section 3. The Board of Directors  may fix a record date or direct that
the stock transfer books be closed for a stated period for the purpose of making
any  proper   determination  with  respect  to  stockholders,   including  which
stockholders  are  entitled  to  notice  of or  to  vote  at a  meeting  or  any
adjournment thereof,  receive payment of any dividend or other distribution,  or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change, conversion or exchange of stock. The record date may not be more than 60
nor less  than 10 days  before  the  date on  which  the  action  requiring  the
determination  will be taken;  the transfer books may not be closed for a period
longer than 20 days; and, in the case of a meeting of stockholders,  the closing
of the transfer books shall be at least 10 days before the date of the meeting.

         Section 4. The Board of Directors  may determine  the  conditions  upon
which a new  certificate of stock will be issued to replace a certificate  which
is alleged to have been lost, stolen,  mutilated or destroyed,  and the Board of
Directors may delegate to any officer of the  Corporation the power to make such
determination and to cause such replacement certificates to be issued.

                                    ARTICLE V

                               Checks, Notes, Etc.

         All checks on the Corporation's bank accounts and all drafts,  bills of
exchange  and  promissory  notes,  and all  acceptances,  obligations  and other
instruments for the payment of money,  shall be signed by such person or persons
as shall be thereunto  authorized from time to time by the Board of Directors or
by the  Committee  or officer or officers of the  Corporation  to whom the Board
shall have  delegated the power to authorize  such signing;  provided,  however,
that the signature of any person so authorized on checks and drafts drawn on the
Corporation's  dividend and special accounts may be in facsimile if the Board of
Directors  or the  Committee  or  officer  or  officers,  whichever  shall  have
authorized such person to sign such checks or drafts, shall have authorized such
<PAGE>
person to sign in  facsimile;  and provided  further that in case notes or other
instruments  for the payment of money  (other than  notes,  bonds or  debentures
issued under a trust instrument of the Corporation) are required to be signed by
two person,  the signature  thereon of only one of the persons  signing any such
note or other  instrument  may be in  facsimile,  and that in the case of notes,
bonds or  debentures  issued under a trust  instrument  of the  Corporation  and
required to be signed by two officers of the Corporation, the signatures of both
such officers may be in facsimile if specifically authorized and directed by the
Board of Directors of the Corporation and if such notes, bonds or debentures are
required  to be  authenticated  by a corporate  trustee  which is a party to the
trust  instrument;  and provided  further that in case any person or persons who
shall  have  signed any such note or other  instrument,  either  manually  or in
facsimile, shall have ceased to be a person or persons so authorized to sign any
such  note or other  instrument,  whether  because  of death or by reason of any
other fact or circumstance, before such note or other instrument shall have been
delivered by the Corporation,  such note or other instrument may,  nevertheless,
be adopted by the  Corporation  and be issued and delivered as though the person
or persons who so signed such note or other instrument had not ceased to be such
a person or persons.

                                   ARTICLE VI

                                     Offices

         The  Corporation  may have  offices  outside of the State of Florida at
such places as shall be determined from time to time by the directors.

                                   ARTICLE VII

                                   Amendments

         These  Bylaws may be amended,  added to,  rescinded  or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the
proposed  change  was given in the  notice of the  meeting  or, in the case of a
meeting  of the  Board of  Directors,  in a notice  given not less than two days
prior  to the  meeting;  provided,  however,  that,  notwithstanding  any  other
provisions of these Bylaws or any provision of law which might otherwise  permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any  particular  class or series of the Voting  Stock  required  by law,  the
Articles of Incorporation,  any Preferred Stock Designation or these Bylaws, the
affirmative  votes of the holders of a majority  of the voting  power of all the
then-outstanding  shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal any provisions of these Bylaws.

Dated: September 16, 1999

                                             /s/ David L. Young
                                             ------------------
                                             David L. Young, Corporate Secretary


<PAGE>
                                    BYLAWS OF

                         OCEANSIDE MORTGAGE GROUP, INC.

                             ARTICLE I. HOME OFFICE

         The home office of Oceanside Mortgage Group, Inc. ("Corporation") shall
be at 1315 South Third Street, Jacksonville Beach, Florida 32250.


                            ARTICLE II. SHAREHOLDERS

         Section  1. Place of  Meetings.  All annual  and  special  meetings  of
shareholders  shall be held at the home  office  of the  Corporation  or at such
other place in the State of Florida as the Board of Directors may determine.

         Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held on the last Thursday in April, in each and every year (or if said day be
a legal holiday,  then on the next  succeeding day not a legal  holiday),  or on
such  other  date prior  thereto  as chosen by the Board of  Directors,  for the
purpose of electing  Directors and of transacting  such other business as may be
properly brought before the meeting.

         Section 3. Special  Meetings.  Special meetings of the shareholders for
any purpose or purposes, may be called at any time by the Chairman of the Board,
the  President,  the Chief  Executive  Officer,  or a  majority  of the Board of
Directors  and  shall be  called  by the  Chairman  of the  Board  or the  Chief
Executive  Officer,  upon the  written  request of the  holders of not less than
fifty percent of all the outstanding  capital stock of the Corporation  entitled
to vote at the meeting. Such written request shall state the purpose or purposes
of the meeting  and shall be  delivered  to the home  office of the  Corporation
addressed  to the  Chairman of the Board,  the  President,  the Chief  Executive
Officer, or the Secretary.

         Section 4. Notice of Meetings.  Written notice stating the place,  day,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be  delivered  not fewer  than 10 nor more than 60 days  before  the date of the
meeting,  either personally or by mail to each shareholder of record entitled to
vote at such meeting,  by or at the direction of the Chairman of the Board,  the
President or the Directors calling the meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the mail,  addressed to the shareholder
at the  address  as it  appears  on the stock  transfer  books or records of the
Corporation  as of the record date  prescribed  in Section 5 of this Article II,
with postage prepaid.

         Section  5.  Fixing of Record  Date.  For the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination  of shareholders  for any other proper purpose,
the Board of  Directors  shall fix in advance a date as the record  date for any
such determination of shareholders. Such date in any case shall be not more than
60 days  prior  to the date on  which  the  particular  action,  requiring  such
determination  of  shareholders,  is  to  be  taken.  When  a  determination  of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this section, such determination shall apply to any adjournment.
<PAGE>
         Section  6.  Quorum.  A  majority  of  the  outstanding  shares  of the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  The shareholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum.

         Section 7. Proxies. At all meetings of shareholders,  a shareholder may
vote by proxy  executed  in  writing  by the  shareholder  or by his or her duly
authorized attorney in fact. Proxies solicited on behalf of the management shall
be voted as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. No proxy shall be valid more
than eleven  months from the date of its  execution  except for a proxy  coupled
with an interest.

         Section 8.  Inspectors  of  Election.  In advance of any meeting of the
shareholders,  the Board of Directors may appoint  Inspectors  of Election,  who
need not be shareholders, to act at such meetings or any adjournment thereof. If
Inspectors of Election have not been appointed, the Chairmen of any such meeting
may,  and on the  request  of any  stockholder  or his  proxy  shall,  make such
appointment at the meeting.  The number of Inspectors  shall be one or three. If
appointed  at a meeting at the request of one or more  shareholders  or proxies,
the majority of shares present and entitled to vote shall determine  whether one
or three Inspectors are to be appointed. No person who is a candidate for office
shall act as an Inspector.  In case any person  appointed an Inspector  fails to
appear or refuses to act, the vacancy may be filled by  appointment  made by the
Board of Directors in advance of the  convening of the meeting or at the meeting
by the person or officer acting as Chairman.

                         ARTICLE III. BOARD OF DIRECTORS

         Section 1. General Powers.  The business and affairs of the Corporation
shall be under the direction of its Board of  Directors.  The Board of Directors
shall annually elect a Chairman of the Board and a Chief Executive  Officer from
among its members and shall designate,  when present, either the Chairman of the
Board or the Chief Executive Officer to preside at its meetings.

         Section 2. Number and Term. The Board of Directors  shall consist of at
least five (5) and no more than  eight (8)  members  who shall be elected  for a
term of one year.

         Section  3.  Regular  Meetings.  A  regular  meeting  of the  Board  of
Directors shall be held without other notice than this bylaw immediately  after,
and at the same  place as,  the annual  meeting  of  shareholders.  The Board of
Directors may provide,  by resolution,  the time and place,  within the State of
Florida for the holding of additional regular meetings without other notice than
such resolution.

         Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board,  the President,
the  Chief  Executive  Officer  or one-  third  of the  Directors.  The  persons
authorized to call special meetings of the Board of Directors may fix any place,
within the State of Florida, as the place for holding any special meeting of the
Board of Directors called by such persons.
<PAGE>
         Members of the Board of Directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person but shall not constitute  attendance for the
purpose of compensation pursuant to Section 9 of this Article III.

         Section 5. Notice. Written notice of any special meeting shall be given
to each Director at least two days prior thereto when delivered personally or by
telegram  or at least  five days prior  thereto  when  delivered  by mail at the
address at which the Director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the mail so  addressed,  with postage
prepaid  if  mailed  or  when  delivered  to the  telegraph  company  if sent by
telegram.  Any Director may waive notice of any meeting by a writing  filed with
the  Secretary.  The  attendance of a Director at a meeting  shall  constitute a
waiver of notice of such meeting,  except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business  because the
meeting is not lawfully  called or convened.  The business to be transacted  at,
and the  purpose  of, the  special  meeting of the Board of  Directors  is to be
specified in the notice or waiver of such meeting.

         Section 6.  Quorum.  A majority  of the  number of  Directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  Board of  Directors;  but if less  than  such
majority  is present  at a meeting,  a majority  of the  Directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 5 of this Article III.

         Section 7. Action Without a Meeting.  Any action  required or permitted
to be taken by the  Board of  Directors  at a  meeting  may be taken  without  a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the Directors.

         Section 8. Vacancies.  Any vacancy  occurring on the Board of Directors
may be filled by the affirmative vote of a majority of the remaining  Directors,
although  less than a quorum of the Board of  Directors.  A Director  elected to
fill a vacancy shall be elected to serve until the next election of Directors by
the shareholders.  Any directorship to be filled by reason of an increase in the
number of Directors  may be filled by election by the Board of  Directors  for a
term of office  continuing  only until the next  election  of  Directors  by the
shareholders.

         Section 9.  Compensation.  Directors,  as such, may receive  reasonable
fees for their  services and may be reimbursed  any expenses in connection  with
actual  attendance at each regular or special meeting of the Board of Directors.
Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation  for  actual  attendance  at  committee  meetings  as the  Board of
Directors may determine.

         Section 10. Removal of Directors.  At a meeting of shareholders  called
expressly for that  purpose,  any Director may be removed for cause by a vote of
the holders of a majority of the shares then  entitled to vote at an election of
Directors.

         Section 11.  Indemnification.  The Corporation shall indemnify officers
and Directors against reasonable expenses, settlements and judgments incurred in
connection with any claim, suit or proceeding in which he or she may be involved
by reason of he or she having been an officer or Director of the  Corporation to
the fullest extent permitted by Section 607.0850,  Florida Statutes as it may be
amended.
<PAGE>
                              ARTICLE IV. OFFICERS

         Section 1. Positions.  The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary and a Treasurer,  each of whom shall
be elected by the Board of Directors.  The Board of Directors may also designate
the  Chairman  of the  Board  as an  officer  and  name  appoint  or  more  Vice
Presidents.  The offices of the  Secretary and Treasurer may be held by the same
person and a Vice  President may also be either the Secretary or the  Treasurer.
The Board of Directors may  designate  one or more Vice  Presidents as Executive
Vice President or Senior Vice  President.  The Board of Directors may also elect
or  authorize  the  appointment  of such other  officers as the  business of the
Corporation may require. The officers shall have such authority and perform such
duties as the Board of Directors  may from time to time  authorize or determine.
In the absence of action by the Board of Directors, the officers shall have such
powers and duties as generally pertain to their respective offices.

         Section 2. Election and Term of Office. The officers of the Corporation
shall be elected  annually at the first  meeting of the Board of Directors  held
after each annual  meeting of the  shareholders.  If the election of officers is
not held at such  meeting,  such  election  shall be held as soon  thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and  qualified  or until the  officer's  death,  resignation,  or removal in the
manner hereinafter provided. Election or appointment of an officer, employee, or
agent shall not of itself create contractual  rights. The Board of Directors may
authorize the Corporation to enter into an employment contract with any officer;
but no such contract  shall impair the right of the Board of Directors to remove
any officer, at any time, in accordance with Section 3 of this Article V.

         Section  3.  Removal.  Any  officer  may be  removed  by the  Board  of
Directors whenever in the Board's judgment the best interests of the Corporation
will be served thereby. Such removal, however, if other than for cause, shall be
without prejudice to the contract rights, if any, of the person so removed.

         Section 4.  Vacancies.  The Board of Directors  may elect an officer to
fill  a  vacancy  in  any  office  because  of  death,   resignation,   removal,
disqualification, or otherwise for the unexpired portion of the term.

         Section 5.  Remuneration.  The  remuneration  of the officers  shall be
fixed from time to time by the Board of Directors.


                            ARTICLE V. CAPITAL STOCK

         Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the Board of Directors and approved by the officers.  Such certificates shall be
signed by the Chief Executive Officer or by any other officer of the Corporation
authorized by the Board of Directors,  attested by the Secretary or an Assistant
Secretary,  and sealed  with the  corporate  seal or a  facsimile  thereof.  The
signatures  of  such  officers  upon  a  certificate  may be  facsimiles  if the
certificate  is  manually  signed on behalf of a transfer  agent or a  registrar
other than the Corporation itself or one of its employees.  Each certificate for
shares of capital stock shall be consecutively numbered or otherwise identified.
The name and  address  of the person to whom the  shares  are  issued,  with the
number of shares and date of issue, shall be entered on the stock transfer books
<PAGE>
of the Corporation. All certificates surrendered to the Corporation for transfer
shall be  canceled  and no new  certificate  shall be issued  until  the  former
certificate  for a like  number of shares  has been  surrendered  and  canceled,
except that in the case of a lost or destroyed  certificate,  a new  certificate
may be issued upon such terms and indemnity to the  Corporation  as the Board of
Directors may prescribe.

         Section 2.  Transfer of Shares.  Transfer of shares of capital stock of
the Corporation  shall be made only on its stock transfer  books.  Authority for
such transfer shall be given only by the holder of record or by his or her legal
representative,  who shall furnish proper evidence of such authority,  or by his
or her attorney thereunto  authorized by a duly executed power of attorney filed
with  the  Corporation.  Such  transfer  shall  be made  only on  surrender  for
cancellation of the certificate for such shares. The person in whose name shares
of capital  stock stand on the books of the  Corporation  shall be deemed by the
Corporation to be the owner thereof for all purposes.

              ARTICLE VI. DOCUMENTS, CONTRACTS, CHECKS, NOTES, ETC.

         The Board of Directors may, by appropriate  resolution,  designate such
officers of the  Corporation as are authorized and empowered to make and execute
all deeds, releases, leases, agreements,  contracts, bills of sale, assignments,
powers of attorney or of substitution, and other instruments of writing.

         All checks and drafts on the Corporation's  bank accounts and all bills
of exchange and  promissory  notes and all  acceptances,  obligations  and other
instruments  for the  payment of money,  shall be signed by the Chief  Executive
Officer  or the  President,  or by such  other  officers  or  agents as shall be
thereunto  authorized  from  time to time by the Board of  Directors;  provided,
however,  that  checks and drafts in excess of $2 million  must be signed by two
such authorized  officers.  No bills or notes shall be signed by or on behalf of
the  Corporation  unless the Board of Directors  shall  expressly  authorize the
same, and shall designate the officers who shall execute the same.

ARTICLE VII. AMENDMENTS

         These Bylaws may be amended at any time by a majority  vote of the full
Board of Directors or by a majority  vote of the votes cast by the  shareholders
of the Corporation at any legal meeting.

         Dated this 25th day of August, 1999.

                                             /s/ David L. Young
                                             ------------------
                                             David L. Young, Corporate Secretary