BYLAWS

                                       OF


                               INTERCALLNET, INC.

                              a Florida corporation




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                                          TABLE OF CONTENTS (PAGE 1 OF 3)
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I.                DEFINITIONS.....................................................................................1

II.               SHAREHOLDERS....................................................................................2
                  2.1      Place of Meetings......................................................................2
                  2.2      Annual Meeting.........................................................................2
                  2.3      Special Meetings.......................................................................2
                  2.4      Fixing Record Date.....................................................................2
                  2.5      Notice of Meetings of Shareholders.....................................................3
                  2.6      Waivers of Notice......................................................................4
                  2.7      List of Shareholders...................................................................5
                  2.8      Quorum of Shareholders; Adjournment....................................................5
                  2.9      Voting of Shares.......................................................................5
                  2.10     Ballots................................................................................6
                  2.11     Proxies................................................................................6
                  2.12     Selection and Duties of Inspectors at
                              Meetings of Shareholders............................................................6
                  2.13     Organization...........................................................................7
                  2.14     Order of Business......................................................................8
                  2.15     Action by Shareholders Without a Meeting...............................................8

III.              DIRECTORS.......................................................................................9
                  3.1      General Powers.........................................................................9
                  3.2      Nominations for Directors..............................................................9
                  3.3      Number; Qualification; Term of Office................................................ 10
                  3.4      Election............................................................................. 10
                  3.5      Newly Created Directorships and Vacancies.............................................10
                  3.6      Resignations......................................................................... 10
                  3.7      Removal of Directors................................................................. 11
                  3.8      Compensation......................................................................... 11
                  3.9      Place and Time of Meetings of the Board.............................................. 11
                  3.10     Annual Meeting....................................................................... 11
                  3.11     Regular Meetings......................................................................12
                  3.12     Special Meetings..................................................................... 12
                  3.13     Adjourned Meetings....................................................................12
                  3.14     Waiver of Notice..................................................................... 13
                  3.15     Organization......................................................................... 13
                  3.16     Quorum of Directors.................................................................. 13
                  3.17     Action by the Board.................................................................. 14
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IV.               COMMITTEES OF THE BOARD........................................................................14

V.                OFFICERS...................................................................................... 15
                  5.1      Officers............................................................................. 16
                  5.2      Removal of Officers.................................................................. 16
                  5.3      Resignations......................................................................... 16
                  5.4      Vacancies............................................................................ 16
                  5.5      Compensation......................................................................... 16
                  5.6      Chairman............................................................................. 16
                  5.7      President............................................................................ 17
                  5.8      Vice Presidents...................................................................... 17
                  5.9      Secretary............................................................................ 18
                  5.10     Treasurer............................................................................ 19
                  5.11     Assistant Secretaries and Assistant
                              Treasurers........................................................................ 19

VI.               CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC................................................. 20
                  6.1      Execution of Contracts............................................................... 20
                  6.2      Loans................................................................................ 20
                  6.3      Checks, Drafts, Etc.................................................................. 20
                  6.4      Deposits............................................................................. 21

VII.              STOCK AND DIVIDENDS........................................................................... 21
                  7.1      Certificates Representing Shares..................................................... 21
                  7.2      Transfer of Shares................................................................... 21
                  7.3      Transfer and Registry Agents......................................................... 22
                  7.4      Lost, Destroyed, Stolen and Mutilated
                              Certificates...................................................................... 22
                  7.5      Regulations.......................................................................... 23
                  7.6      Restriction on Transfer of Stock..................................................... 23
                  7.7      Dividends, Surplus, Etc.............................................................. 24

VIII.             INDEMNIFICATION............................................................................... 25

IX.               BOOKS AND RECORDS............................................................................. 25
                  9.1      Books and Records.................................................................... 25
                  9.2      Form of Records...................................................................... 25
                  9.3      Inspection of Books and Records...................................................... 25
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X.                SEAL.......................................................................................... 26

XI.               FISCAL YEAR................................................................................... 26

XII.              SECURITIES OF OTHER ENTITIES.................................................................. 26

XIII.             GENDER........................................................................................ 27

XIV.              AMENDMENTS.................................................................................... 27
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                                     BYLAWS

                                       OF

                               INTERCALLNET, INC.
                             (a Florida corporation)


                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

         As used in these Bylaws, the term:

         1.1 "Articles of Incorporation" means the initial articles of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

         1.2   "Assistant Secretary" means an Assistant Secretary of the
                Corporation.

         1.3   "Assistant Treasurer" means an Assistant Treasurer of the
               Corporation.

         1.4   "Board" means the Board of Directors of the Corporation.

         1.5   "Business Corporation Act" means the Florida Business Corporation
               Act, Section 607.0101 et seq.  of the Florida Statutes, as
               amended from time to time.

         1.6   "Bylaws" means the initial bylaws of the Corporation, as amended,
               supplemented or restated from time to time.

         1.7   "Chairman" means the Chairman of the Board of the Corporation.

         1.8   "Corporation" means Intercallnet, Inc., a Florida corporation.

         1.9   "Directors" means the directors of the Corporation.

         1.10  "President" means the President of the Corporation.

         1.11 "Secretary" means the Secretary of the Corporation.

         1.12 "Shareholders" means the shareholders of the Corporation.





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         1.13  "Treasurer" means the Treasurer of the Corporation.
         1.14 "Vice President" means a Vice President of the Corporation.

                                   ARTICLE II

                                  SHAREHOLDERS
                                  ------------

         2.1 Place of Meetings. Every meeting of shareholders shall be held at
the office of the Corporation or at such other place within or without the State
of Florida as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.

         2.2 Annual Meeting. A meeting of shareholders shall be held annually
for the election of directors and the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be as
determined by the Board and designated in the notice of meeting.

         2.3 Special Meetings. A special meeting of shareholders, unless
otherwise prescribed by statute, may be called at any time by the Board, by the
Chairman, by the President or by the holders of not less than ten percent (10%)
of the outstanding shares entitled to vote at any meeting of the shareholders.
At any special meeting of shareholders only such business may be transacted as
is related to the purpose or purposes of such meeting set forth in the notice
thereof given pursuant to Section 2.5 of the Bylaws or in any waiver of notice
thereof given pursuant to Section 2.6 of the Bylaws.

         2.4 Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or other distribution or allotment of any



                                        2

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rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than 70 days before the date of such
meeting, nor more than 60 days prior to any other action. If no such record date
is fixed:

                  (a) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day immediately preceding the day on which notice is given, or,
if notice is waived, at the close of business on the day immediately preceding
the day on which the meeting is held.

                  (b) the record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent is expressed.

                  (c) the record date for determining shareholders for any
purpose other than those specified in Sections 2.4(a) and 2.4(b) shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto. When a determination of shareholders entitled to notice of or to vote
at any meeting of shareholders has been made as provided in this Section 2.4,
such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date for the adjourned meeting.

         2.5 Notice of Meetings of Shareholders. Except as otherwise provided in
Sections 2.4 and 2.6 of the Bylaws, whenever under the Business Corporation Act
or the Articles of Incorporation or the Bylaws, shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the


                                        3

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case of a special meeting, the purpose or purposes for which the meeting is
called. A copy of the notice of any meeting shall be given, personally or by
mail, not less than 10 nor more than 60 days before the date of the meeting, to
each shareholder entitled to notice of or to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, with postage prepaid, directed to the shareholder at his address as it
appears on the records of the Corporation. An affidavit of the Secretary or an
Assistant Secretary or of the transfer agent of the Corporation that the notice
required by this Section 2.5 has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the meeting as originally called. If, however, the
adjournment is for more than 120 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 meeting.

         2.6 Waivers of Notice. Whenever notice is required to be given to any
shareholder under any provision of the Business Corporation Act or the Articles
of Incorporation or the Bylaws, a written waiver thereof, signed by the
shareholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice of such meeting, except when the shareholder
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. Neither the business to


                                        4

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be transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice.

         2.7 List of Shareholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least 10 days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is
present.

         2.8 Quorum of Shareholders: Adjournment. The holders of a majority of
the shares of stock entitled to vote at any meeting of shareholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of shareholders, it is not broken by the subsequent withdrawal of any
shareholder or shareholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.

         2.9 Voting of Shares. Unless otherwise provided in the Articles of
Incorporation, every shareholder of record shall be entitled at every meeting of
shareholders to one vote for each share of capital stock standing in his name on
the record of shareholders determined in accordance with


                                        5

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Section 2.4 of the Bylaws. The provisions of Sections 607.0721, 607.0723, and
607.0724 of the Business Corporation Act shall apply in determining whether any
shares of capital stock may be voted and the persons, if any, entitled to vote
such shares, but the Corporation shall be protected in treating the persons in
whose names shares of capital stock stand on the record of shareholders as
owners thereof for all purposes. At any meeting of shareholders at which a
quorum is present to organize the meeting), all matters, except as otherwise
provided by law or by the Articles of Incorporation or by the Bylaws, shall be
decided by a majority of the votes cast at such meeting by the holders of shares
of capital stock present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken.

         2.10 Ballots. All elections of directors shall be by written ballot. In
voting on any other question on which a vote by ballot is required by law or is
demanded at the commencement of the meeting by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, the voting shall be by voice vote.

         2.11 Proxies. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
The validity and enforceability of any proxy shall be determined in accordance
with Section 607.0722 of the Business Corporation Act.

         2.12 Selection and Duties of Inspectors at Meetings of Shareholders.
The Board, in advance of any meeting of shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or


                                        6

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more inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the Board in advance of the meeting
or at the meeting by the person presiding thereat. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspector or
inspectors shall determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the person presiding at the meeting
or any shareholder entitled to vote thereat, the inspector or inspectors shall
take a report in writing of any challenge, question or matter determined by him
or them and execute a certificate made by the inspector or inspectors shall be
prima facie evidence of the facts stated and of the vote as certified by him or
them.

         2.13 Organization. At every meeting of shareholders, the Chairman, or
in the absence of the Chairman, the President, or in the absence of both the
Chairman and the President, a Vice President, and in case more than one Vice
President shall be present, that Vice President designated by the Board (or in
the absence of any such designation, the most senior Vice President, based on
age, present) shall act as chairman of the meeting. The Secretary, or in his
absence one of the Assistant Secretaries, shall act as secretary of the meeting.
In case none of the officers above designated to act as chairman or secretary of
the meeting, respectively, shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a


                                        7

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majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote at the
meetings.

         2.14 Order of Business. The order of business at all meetings of
shareholders shall be as determined exclusively by the chairman of the meeting.

         2.15 Action by Shareholders Without a Meeting. (a) Any action required
or permitted to be taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice, and without a vote, if the action
is taken by the holders of issued and outstanding stock entitled to vote thereon
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. In order to be effective, the action must be
evidenced by one or more written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes entitled
to vote thereon, and delivered to the Corporation by delivery to its principal
office. No written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the date of the earliest dated
consent delivered in the manner required by this Section 2.15, written consents
signed by the number of holders required to take action are delivered to the
Corporation.

                  (b) Any written consent may be revoked prior to the date that
the Corporation receives the required number of consents to authorize the
proposed action. No revocation is effective unless in writing and until received
by the Corporation at its principal office.

                  (c) Within 10 days after obtaining authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action and,


                                        8

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if the action is one for which dissenters' rights are provided by law or the
Articles of Incorporation, the notice shall contain a clear statement of the
right of shareholders dissenting therefrom to be paid the fair value of their
shares upon compliance with applicable law.

                  (d) Whenever action is taken pursuant to written consent, the
written consent or consents of the shareholders consenting thereto or the
written reports of the inspectors appointed to tabulate such consents shall be
filed with the minutes of proceedings of shareholders of the Corporation.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

         3.1 General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Articles of Incorporation or the Bylaws
or applicable laws, as it may deem proper for the conduct of its meetings and
the management of the Corporation. In addition to the powers expressly conferred
by the Bylaws, the Board may exercise all powers and perform all acts which are
not reviewed, by the Bylaws or the Articles of Incorporation or by law, to be
exercised and performed by the shareholders.

         3.2 Nominations for Directors. Nominations for election to the Board
may be made by the Board or by any holder of shares of any outstanding class of
capital stock of the Corporation entitled to vote for the election of directors.
Nominations other than those made by the Board shall be made by notification in
writing delivered to the Secretary not less than 20 nor more than 50 days prior
to any annual or special meeting of shareholders called for the election of
directors;


                                        9

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provided, however that if less than 28 days notice of such meeting is given to
shareholders, such nomination shall be delivered to the Secretary not later than
the close of business on the seventh day following the day on which the notice
of such meeting was mailed to shareholders.

         3.3 Number: Qualification: Term of Office. The Board shall at all times
consist of not less than one nor more than nine persons as the Board shall
determine. Directors need not be shareholders. Each Director shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.

         3.4 Election. Directors shall, except as otherwise required by law or
by the Articles of Incorporation, be elected by a plurality of the votes cast at
a meeting of shareholders at which a quorum is present by the holders of shares
entitled to vote in the election.

         3.5 Newly Created Directorships and Vacancies. Unless otherwise
provided in the Articles of Incorporation, newly-created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board
for any other reason, including the removal of Directors, shall be filled by
vote of a majority of the Directors then in office, although less than a quorum,
or by a sole remaining director. A Director elected to fill a vacancy shall be
elected to hold office for a term expiring at the next annual meeting of
shareholders, or until his earlier death, resignation or removal.

         3.6 Resignations. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time there in
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.


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         3.7 Removal of Directors. Any or all of the Directors may be removed
from office at any time, with or without cause, as is provided in Section
607.0808 of the Business Corporation Act.

         3.8 Compensation. Each Director, in consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at directors' meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each Director
who shall serve as a member of any committee of directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
Section 3.8 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

         3.9 Place and Time of Meetings of the Board. Meetings of the Board,
regular or special, may be held at any place within or without the State of
Florida. The times and places for holding meetings of the Board may be fixed
from time to time by resolution of the Board or (unless contrary to resolution
of the Board) in the notice of the meeting.

         3.10 Annual Meeting. On the day when and at the place where the annual
meeting of shareholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board


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may be held at any other time and place specified in a notice given as provided
in Section 3.12 of the Bylaws for special meetings of the Board or in a waiver
of notice thereof.

         3.11 Regular Meetings. Regular meetings of the Board may be held at
such times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.

         3.12 Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman, by the President or by any two or more
Directors. Notice of each special meeting of the Board shall, if mailed, be
addressed to each director at the address designated by him for that purpose or,
if none is designated, at his last known address at least 10 days before the
date on which the meeting is to be held; or such notice shall be sent to each
director at such address by telegraph, cable, telefax or wireless, or be
delivered to him personally, not later than five days before the date on which
such meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes of the meeting, except to the extent
required by law. If mailed, each notice shall be deemed given when deposited,
with postage thereon prepaid, in a post office or official depository under the
exclusive care and custody of the United States post office department. Such
mailing shall be by first class mail.

         3.13 Adjourned Meetings. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be


                                       12

<PAGE>



given to any Director, whether or not he was present at the time of the
adjournment. Any business may be transacted at any adjourned meeting that might
have been transacted at the meeting as originally called.

         3.14 Waiver of Notice. Whenever notice is required to be given to any
Director or member of a committee of directors under any provision of the
Business Corporation Act or of the Articles of Incorporation or Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated there in, shall be deemed equivalent to 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. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice.

         3.15 Organization. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, the President, or in the absence
of both, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and all Assistant Secretaries,
the person presiding at the meeting may appoint any person to act as secretary
of the meeting.

         3.16 Quorum of Directors. A quorum for the transaction of business or
of any specified item of business at any meeting of the Board shall consist of a
majority of the Directors.


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<PAGE>



         3.17 Action by the Board. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting of the Board or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. Members of the Board or any
committee designated by the Board may participate in a meeting of the Board or
of such committee, as the case may be, 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
Section 3.17 shall constitute presence in person at such meeting. Except as
otherwise provided by the Articles of Incorporation or by law, the vote of a
majority of the Directors (including those who participate by means of
conference telephone or similar communications equipment) present at the time of
the vote, if a quorum is present at such time, shall be the act of the Board.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD
                             -----------------------

         The Board may, by resolution passed by a majority of the entire Board,
designate one or more committees, each committee to consist of one or more of
the Directors. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint


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another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation or Bylaws,
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, declaring or
paying any dividend or other distribution in respect of the stock of the
Corporation, issuing or selling stock of the Corporation or acquiring issued and
outstanding stock of the Corporation.

                                    ARTICLE V

                                    OFFICERS
                                    --------

         5.1 Officers. The Board shall elect as officers, a Chairman, a
President, a Secretary and a Treasurer, and may elect or appoint one or more
Vice Presidents and such other officers as it may determine. The Board may use
descriptive words or phrases to designate the standing, seniority or area of
special competence of the Vice Presidents elected or appointed by it. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier death, resignation or removal in the manner provided in
Section 5.2 of the Bylaws. Any two or more offices may be held by the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his duties, in such amount and with such sureties as
the Board may determine. All officers as between themselves and the Corporation
shall have such


                                       15

<PAGE>



authority and perform such duties in the management of the Corporation as may be
provided in the Bylaws or as the Board may from time to time determine.

         5.2 Removal of Officers. Any officer elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to his contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.

         5.3 Resignations. Any officer may resign at any time by so notifying
the Board, the Chairman or the President in writing. Such resignation shall take
effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if any.

         5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the Bylaws for the regular
election or appointment to such office.

         5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.

         5.6 Chairman. The Chairman shall be the chief executive officer of the
Corporation and shall have general supervision over the business of the
Corporation; subject, however, to the control of the Board and of any duly
authorized committee of Directors. He shall preside at all meetings of the
Shareholders and of the Board. He may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the


                                       16

<PAGE>



Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and executing thereof shall be expressly delegated by the Board or by
the Bylaws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and, in general, he shall
perform all duties incident to the office of Chairman and such other duties as
from time to time may be assigned to him by the Board.

         5.7 President. The President shall be the chief operating officer of
the Corporation and shall have general supervision over the day-to-day affairs
of the Corporation, subject, however, to the control of the Chairman, the Board
and any duly-authorized committee of directors. The President shall, if the
Chairman shall not be present, preside at meetings of the shareholders and at
meetings of the Board. He may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. He may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the Board or by the Bylaws to some other officer or agent of the Corporation, or
shall be required by law otherwise to be signed or executed; and, in general, he
shall perform all duties incident to the office of President and such other
duties as from time to time may be assigned to him by the Board.

         5.8 Vice Presidents. At the request of the President, or, in his
absence, at the request of the Board, the Vice Presidents shall (in such order
as may be designated by the Board or, in the absence of any such designation, in
order of seniority based on age) perform all of the duties of the President and
so acting shall have all the powers of, and be subject to all restrictions upon,


                                       17

<PAGE>



the President. Any Vice President may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. Any Vice President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the Bylaws to some other officer
or agent of the Corporation, or shall be required by law otherwise to be signed
or executed. Each Vice President shall perform such other duties as from time to
time may be assigned to him by the Board, by the Chairman or by the President.

         5.9 Secretary. The Secretary, if present, shall act as secretary of all
meetings of the shareholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation; he shall be
custodian of the seal of the Corporation and may seal with the seal of the
Corporation, or a facsimile thereof, all certificates for shares of capital
stock of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the Bylaws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and
shall, in general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board,
by the Chairman or by the President.


                                       18

<PAGE>



         5.10 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
Bylaws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
time, reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the Chairman, the President
or the Board, whenever the Chairman, the President or the Board, respectively,
shall require him so to do, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; exhibit at all reasonable
times his books of account and other records to any of the Directors upon
application at the office of the Corporation where such books and records are
kept; and, in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board, by the Chairman or by the President; and he may sign with the
Chairman, the President or a Vice President certificates for shares of capital
stock of the Corporation.

         5.11 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the


                                       19

<PAGE>



Treasurer, respectively, or by the Board, by the Chairman or by the President.
Assistant Secretaries and Assistant Treasurers may, with the Chairman, the
President or a Vice President, sign certificates for shares of capital stock of
the Corporation.

                                   ARTICLE VI

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------

         6.1 Execution of Contracts. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances or otherwise limited.

         6.2 Loans. The Chairman, the President or any other officer, employee
or agent authorized by the Bylaws or by the Board may effect loans and advances
at any time for the Corporation from any bank, trust company or other
institution or from any firm, corporation or individual and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation, and, when
authorized by the Board so to do, may pledge and hypothecate or transfer any
securities or other property of the Corporation as security for any such loans
or advances. Such authority conferred by the Board may be general or confined to
specific instances or otherwise limited.

         6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.


                                       20

<PAGE>



         6.4 Deposits. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation in such banks,
trust companies or other depositories as the Board, the Chairman or the
President may select or as may be selected by an officer, employee or agent of
the Corporation to whom such power may from time to time be delegated by the
Board, the Chairman or the President.

                                   ARTICLE VII

                               STOCK AND DIVIDENDS
                               -------------------

         7.1 Certificates Representing Shares. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 607.0625 of the Business Corporation Act) as
shall be approved by the Board. Such certificates shall be signed by the
Chairman, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof. The signatures of the officers
upon a certificate may be facsimiles, if the certificate is countersigned by a
transfer agent or registrar other than the Corporation itself or its employee.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

         7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly-authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer


                                       21

<PAGE>



agent of the Corporation, and on surrender of the certificate or certificates
representing such shares of capital stock properly endorsed for transfer and
upon payment of all necessary transfer taxes. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Canceled," with the
date of cancellation, by the Secretary or an Assistant Secretary or the transfer
agent of the Corporation. A person in those name shares of capital stock shall
stand on the books of the Corporation shall be deemed the owner thereof to
receive dividends, to vote as such owner and for all other purposes as respects
the Corporation. No transfer of shares of capital stock shall be valid as
against the Corporation, its shareholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.

         7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.

         7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents


                                       22

<PAGE>



and registrars, or such of them as the Board may require, a bond in such form,
in such sums and with such surety or sureties as the Board may direct, to
indemnify the Corporation and its transfer agents and registrars against any
claim that may be made against any of them on account of the continued existence
of any such certificate so alleged to have been lost, destroyed, stolen or
mutilated and against any expense in connection with such claim.

         7.5 Regulations. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the Bylaws or with the Articles of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.

         7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 607.0627 of the Business Corporation Act and noted
conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor or
transferee of the holder including an executor, personal representative,
administrator, trustee, guardian or other fiduciary entrusted with like
responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing such capital stock, a restriction,
even though permitted by Section 607.0627 of the Business Corporation Act, shall
be ineffective except against a person with actual knowledge of the restriction.
A restriction on the transfer or registration of transfer of capital stock of
the Corporation may be imposed either by the Articles of Incorporation or by an
agreement among any number of shareholders or among such shareholders and the
Corporation. No restriction so imposed shall be binding with respect to capital
stock issued prior to the adoption of the restriction unless the holders of such
capital stock are parties to an agreement or voted in favor of the restriction.


                                       23

<PAGE>



         In the event the Corporation seeks to effect a Regulation S offering,
the Corporation will not register any transfer of securities not made in
accordance with the provisions of Regulation S pursuant to registration under
the Securities Act of 1933, as amended (the "Act") or pursuant to any available
exemption provided, however, that if the securities are in bearer form or
foreign law prevents the Corporation of the securities from refusing to register
securities transfers, any shares issued in connection with such Regulation S
offering shall bear a written restriction to this effect.

         7.7 Dividends, Surplus, etc. Subject to the provisions of the Articles
of Incorporation and of law, the Board may: (a) declare and pay dividends or
make other distributions on the outstanding shares of capital stock in such
amounts and at such time or times as, in its discretion, the condition of the
affairs of the Corporation shall render it advisable;"

                  (b) use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants or options therefor, in accordance with law,
or any of its bonds, debentures, notes, scrip or other securities or evidences
of indebtedness; and

                  (c) set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.





                                       24

<PAGE>



                                  ARTICLE VIII

                                 INDEMNIFICATION
                                 ---------------

         The corporation shall indemnify and hold harmless its directors,
officers, employees and agents to the fullest extent permitted by the laws of
the State of Florida.

                                   ARTICLE IX

                                BOOKS AND RECORDS
                                -----------------

         9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
shareholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office or at the office of the transfer agent or registrar
of the Corporation a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

         9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, floppy disks, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect the same.

         9.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the shareholders.


                                       25

<PAGE>



                                    ARTICLE X

                                      SEAL
                                      ----

         The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Florida."

                                   ARTICLE XI

                                   FISCAL YEAR
                                   -----------

         The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.

                                   ARTICLE XII

                          SECURITIES OF OTHER ENTITIES
                          ----------------------------

         Unless otherwise provided by resolution of the Board, the President
may, from time to time, appoint one or more attorneys or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any corporation or other entity, any of whose shares or securities may be held
by the Corporation, at meetings of the holders of stock or other securities of
such corporation or other entity, or to consent in writing to any action by any
such corporation or other entity, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed on behalf of the Corporation and under its
corporate seal, or otherwise, such written proxies, consents, waivers or other
instruments as he may deem necessary or proper in his discretion; or the
President may himself attend any meeting of the holders of the stock or other
securities of any such corporation or other entity and


                                       26

<PAGE>


thereat vote or exercise any or all other powers of the Corporation as the
holder of such stock or other securities of such corporation or other entity.

                                  ARTICLE XIII

                                     GENDER
                                     ------

         As used in these Bylaws, the masculine gender shall extend to and shall
include the feminine and the neuter genders.


                                   ARTICLE XIV

                                   AMENDMENTS
                                   ----------

         These Bylaws may not be amended, modified, altered, changed or
repealed, in whole or in part, unless such amendment, modification, alteration,
change or repeal is approved by a majority of the Directors at a meeting of the
Board at which a quorum is present.



                                       27