AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                 THRUCOMM, INC.

                               ARTICLE I - OFFICES

SECTION 1.  PRINCIPAL  OFFICE.  The  principal  office of  Thrucomm,  Inc.  (the
"Corporation")  may be located  either within or without the State of Florida as
the board of  directors  of the  Corporation  (the "Board of  Directors"  or the
"Board") may designate.

SECTION 2. REGISTERED OFFICE. The registered office of the Corporation, required
by the Florida  Business  Corporation Act ("FBCA") to be maintained in the State
of Florida,  may be, but need not be  identical to the  principal  office in the
State of Florida,  and the address of the registered  office may be changed from
time to time by the Board of Directors.


                           ARTICLE II- SHAREHOLDERS

SECTION 1. ANNUAL MEETING.  An annual meeting of the shareholders  shall be held
for the election of directors and for the  transaction  of any other business as
may properly  come before the meeting on the LAST THURSDAY IN APRIL in each year
at such time as may specified in the notice of meeting, or at such other date or
time as shall be  designated,  from time to time,  by the Board of Directors and
stated in the notice of meeting.  If the day fixed for the annual  meeting shall
be a legal  holiday in the State of Florida,  the  meeting  shall be held on the
next  succeeding  business  day. If the election of directors is not held on the
day designated in these bylaws for any annual meeting of shareholders, or at any
adjournment  of the  annual  meeting,  the Board of  Directors  shall  cause the
election to be held at a special meeting of the  shareholders as soon thereafter
as may be convenient.

SECTION 2. SPECIAL  MEETINGS.  The Corporation  shall hold a special meetings of
shareholders, for any purpose or purposes (i) on call of the Board of Directors,
the President or the Secretary of the Corporation,  or (ii) upon a demand,  made
in conformance with the FBCA, of the holders of not less than ten percent 10% of
all the votes entitled to be cast on any issue to be considered at such meeting;
and such special meetings may not be called by any other person or persons.

SECTION 3. PLACE OF  MEETING.  The Board of  Directors  or the  President  shall
designate the place, either within or without the State of Florida, as the place
of meeting for any annual or special meeting of shareholders.  If no designation
is made, the place of meeting shall be the principal office of the Corporation.

SECTION 4. NOTICE OF MEETING. Written notice stating the time, date and place of
the meeting of shareholders,  and in the case of a special meeting,  the purpose
or  purposes  for  which the  meeting  is  called,  shall be  delivered  to each



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shareholder  of record  entitled to vote at such  meeting not less than ten (10)
nor more than sixty (60) days before the date of the meeting, either personally,
by telegraph,  teletype, or other form of electronic communication,  or by mail,
by or at the direction of the President, the Secretary, or the person or persons
calling the  meeting.  If mailed,  such notice  shall be deemed  delivered  when
deposited  in  the  United  States  mail,  postage  prepaid,  addressed  to  the
shareholder  at his  address as it appears  on the stock  transfer  books of the
Corporation.  Any shareholder  may waive notice of any meeting,  before or after
the meeting. Such waiver must be in writing,  signed by the shareholder entitled
to the notice,  and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records.  The attendance of a shareholder at a meeting
shall  constitute  a waiver of any  objection to the lack of notice or defective
notice of such  meeting,  except when such  shareholder  at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.

SECTION 5. ADJOURNMENTS. Any meeting of the shareholders, annual or special, may
adjourn  from time to time to  reconvene  at the same or some other  place (such
reconvened  meeting being referred to herein as the "reconvened  meeting"),  and
notice  need not be  given of the new  date,  time and  place of the  reconvened
meeting if, prior to such  adjournment,  the new date, time and place thereof is
announced at the meeting at which the  adjournment is taken.  If,  however,  the
Board fixes a new record date or if a new record date for the reconvened meeting
is required to be fixed under law, a notice of the  reconvened  meeting shall be
given in  compliance  with Section 4 of this Article II to each  shareholder  of
record  on the  new  record  date  entitled  to  notice  of and to  vote  at the
reconvened meeting.

SECTION  6.  RECORD  DATE.  In order  that the  Corporation  may  determine  the
shareholders  entitled to notice and to vote at any meeting of shareholders,  or
to express  consent to  corporate  action in writing  without a meeting  (to the
extent permitted by law and the Corporation's Articles of Incorporation),  or to
receive payment of any dividend or other distribution or allotment of rights, or
to exercise any rights in respect of any change, conversion, exchange of shares,
or for the purpose of any other lawful action,  the Board of Directors may fix a
record  date,  which  record  date  shall  not  precede  the date on  which  the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of a determination of the shareholders  entitled to
notice of and to vote at any  meeting  of  shareholders,  shall not be more than
seventy  (70) and not less  than  ten  (10)  days  prior to the date of any such
meeting;  (2) in the case of a determination  of  shareholders  entitled to take
action by written  consent  without a  meeting,  shall not be less than ten (10)
days after the date upon which a resolution fixing the record date is adopted by
the  Board,  and (3) in the case of any  other  action,  shall  not be more than
seventy (70) days prior to the time for such other action.

        If no  record  date is  fixed,  the  record  date for  determining:  (1)
shareholders  entitled  to notice of and to vote at a  meeting  of  shareholders
shall be at the  close  of  business  on the day  before  the  first  notice  is
delivered  to  shareholders;  (2)  shareholders  entitled to express  consent to
corporate  action in writing  without a meeting (a) when no prior  action of the
Board of Directors  is required by the FBCA,  shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the  Corporation  in accordance  with  applicable  law, or (b) when




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prior  action by the Board of  Directors is required by the FBCA shall be at the
close  of  business  on the day on  which  the  Board of  Directors  adopts  the
resolution  taking such prior action and (3) the record date for determining the
shareholders for any other purpose,  shall be the close of business on which the
Board of Directors adopts a resolution relating thereto.

        A  determination  of  shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
PROVIDED,  HOWEVER,  that the  Board of  Directors  may,  or if the  meeting  is
adjourned  to a date more than 120 days  after the date  fixed for the  original
meeting,  the Board of Directors shall, fix a new record date for the reconvened
meeting and a notice of the reconvened meeting shall be given in compliance with
Section 4 of this  Article  II to each  shareholder  of record on the new record
date entitled to notice thereof and to vote at the reconvened meeting.

SECTION 7.  SHAREHOLDERS'  LIST FOR MEETING.  After fixing the record date for a
meeting,  an  alphabetical  list of the names of all  shareholders  entitled  to
notice of the  meeting,  arranged by voting  group,  with the address of and the
number,  class and series,  if any, of shares held by each, shall be prepared by
the Secretary of the Corporation.  The  shareholders'  list shall,  upon written
demand,  be available  during  regular  business  hours,  for  inspection by any
shareholder  and at his  expense  for a  period  of ten (10)  days  prior to the
meeting  date, or such shorter time as may exist between the record date and the
meeting,  and continuing  through the meeting,  at the  Corporation's  principal
office, at a place set forth in the meeting notice in the city where the meeting
will be held, or at the office of the Corporation's transfer agent or registrar.

        The  shareholders'  list also shall be made available by the Corporation
at the meeting,  and any shareholder is entitled to inspect the list at any time
during  the  meeting  or  any   adjournment.   The   shareholders'   list  shall
presumptively  determine  the identity of  shareholders  entitled to examine the
shareholders' list or to vote at the meeting.

SECTION 8. QUORUM. At any meeting of the shareholders, the holders of a majority
of the votes entitled to be cast on a matter at such meeting shall  constitute a
quorum for action on that  matter,  except to the extent that the  presence of a
larger or smaller  number  may be  required  by the  Corporation's  articles  of
incorporation  (the  "Articles  of  Incorporation")  or by  law.  Shares  of the
Corporation's stock owned, directly or indirectly,  by the Corporation or by any
corporation of which the Corporation holds,  directly or indirectly,  a majority
of the  shares  entitled  to vote in the  election  of  directors  of such other
corporation,  shall not be counted for quorum purposes, except shares held by it
in a fiduciary  capacity.  In the absence of a quorum, the holders of a majority
of the  shares  entitled  to vote who are  present,  in person or by proxy,  may
adjourn  the  meeting  from time to time in the manner  provided  in Article II,
Section 5 of these  bylaws.  Once a share is  represented  for any  purpose at a
meeting,  it is deemed  present for quorum  purposes  for the  remainder of that
meeting and any adjournment  thereof (unless a new record date is or must be set
for the reconvened meeting) and the subsequent  withdrawal of shares of stock or
shareholders, so as to reduce the presence, in person or by proxy, of the number
of shares  entitled  to vote at the  meeting  below the  number  required  for a
quorum,  shall not affect the validity of any action taken at the meeting or any
adjournment thereof.




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SECTION 9. PROXIES AND VOTING.  EXCEPT AS OTHERWISE  PROVIDED BY THE ARTICLES OF
INCORPORATION,  each shareholder entitled to vote at any meeting of shareholders
shall be  entitled to one (1) vote for each share of stock held by him which has
voting power upon the matter in question.

        Every shareholder  entitled to vote at a meeting of shareholders,  or to
express  consent or dissent to a corporate  action in writing without a meeting,
or his duly  authorized  attorney-in-fact,  may vote in person or may  authorize
another person or persons to act for him by proxy.  The proxy must be authorized
by a signed written instrument or by an executed telegram or cablegram appearing
to have been transmitted by such person, or by a photographic,  photostatic,  or
equivalent  reproduction of an appointment  form. Such proxy shall be filed with
the  Secretary  of the  Corporation,  or other  officer or agent  authorized  to
tabulate  votes,  before  or at the  time  of  such  meeting  or at the  time of
expressing  such consent or dissent  without a meeting.  No proxy shall be valid
after eleven (11) months from the date of its execution,  unless a longer period
is expressly  provided in the proxy.  A duly executed proxy shall be irrevocable
if it  conspicuously  states that it is irrevocable and if, and only as long as,
it is coupled  with an  interest  sufficient  in law to  support an  irrevocable
power. A shareholder  may revoke any proxy which is not irrevocable by attending
the meeting and voting in person, or by filing an instrument in writing with the
Secretary revoking the proxy, or by giving a duly executed proxy bearing a later
date. If an appointment form expressly  provides,  any proxy holder may appoint,
in writing, a substitute to act in his place.

        All  elections of directors  shall be  determined  by a plurality of the
votes cast. Except as otherwise provided by the Articles of Incorporation or the
FBCA,  action on all other  matters shall be approved if the votes cast favoring
the action exceed the votes cast opposing the action.

SECTION 10.  ORGANIZATION AND CONDUCT OF BUSINESS.  The Chairman,  if any, or in
his absence, the President, if any, or in his absence, a Vice President, if any,
or in his absence,  such person designated by the Board of Directors,  or in the
absence of such  designation,  such  person as may be chosen by the holders of a
majority of the shares  entitled to vote at the meeting and who are present,  in
person or by proxy,  shall call to order any meeting of shareholders  and act as
chairman of the meeting.  The  Secretary  shall act as secretary of the meeting,
but in his absence the  chairman of the meeting may appoint any person to act as
secretary of the meeting.

        The chairman of any meeting of shareholders shall determine the order of
business and the  procedure at the meeting,  including  such  regulation  of the
manner of voting and the conduct of  discussion  as seems to him or her to be in
order. The date and time of the opening and closing of the polls for each matter
upon which  shareholders  will vote at the  meeting  shall be  announced  at the
meeting.

SECTION 11. ADVANCE NOTICE OF  SHAREHOLDER-PROPOSED  BUSINESS AT ANNUAL MEETING.
To be properly brought before the annual meeting of shareholders,  business must
be either (a)  specified  in the notice of meeting (or any  supplement  thereof)
given by or at the direction of the Board of Directors,  (b) otherwise  properly
brought before the meeting by or at the direction of the Board of Directors,  or
(c) otherwise properly brought before the meeting by a shareholder.  In addition
to any other applicable requirements, for business to be properly brought before



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an annual  meeting by a  shareholder,  the  shareholder  must have given  timely
notice thereof in writing to the Secretary of the  Corporation.  To be timely, a
shareholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices of the Corporation,  not less than fifty (50) days
nor more than  seventy-five (75) days prior to the meeting;  PROVIDED,  HOWEVER,
that in the event that less than  fifty-eight  (58) days' notice or prior public
disclosure of the date of the meeting is given or made to  shareholders,  notice
by the  shareholder to be timely must be so received not later than the close of
business  of the 8th day  following  the day on which such notice of the date of
the annual  meeting was mailed or such  public  disclosure  was made,  whichever
first occurs. A shareholder's notice to the Secretary shall set forth as to each
matter the  shareholder  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 record address of the shareholder  proposing such business,  (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
shareholder, and (iv) any material interest of the shareholder in such business.

        Notwithstanding  anything  in the bylaws to the  contrary,  no  business
shall  be  conducted  at the  annual  meeting  except  in  accordance  with  the
procedures set forth in this Section 11; PROVIDED, HOWEVER, that nothing in this
Section 11 shall be deemed to  preclude  discussion  by any  shareholder  of any
business properly brought before the annual meeting.

        The chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that  business was not  properly  brought  before the
meeting in accordance with the provisions of this Section 11 and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

SECTION 12. PROCEDURE FOR SHAREHOLDER  NOMINATION OF DIRECTORS.  Nominations for
the election of directors by  shareholders  of the  Corporation  must be made in
accordance with the procedures of this Section 12 of Article II of these bylaws.
Only persons who are nominated in accordance with the following procedures shall
be eligible for election as  directors.  Nominations  of persons for election to
the Board of Directors of the Corporation at the annual meeting may be made at a
meeting of shareholders  by or at the direction of the Board of Directors,  by a
nominating  committee or person  appointed by the Board of Directors,  or by any
shareholder of the Corporation entitled to vote for the election of directors at
the meeting who complies  with the notice  procedures  set forth in this Section
12. Such nominations, other than those made by or at the direction of the Board,
shall be made  pursuant  to timely  notice in  writing to the  Secretary  of the
Corporation.  To be timely,  a  shareholder's  notice  shall be  delivered to or
mailed and received at the principal  executive  offices of the  Corporation not
less than  thirty  (30) days nor more than  seventy-five  (75) days prior to the
meeting;  PROVIDED,  HOWEVER,  that in the event that less than fifty-eight (58)
days' notice or prior public  disclosure  of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the 8th day  following  the day on which
such notice of the date of the meeting was mailed or such public  disclosure was
made,  whichever first occurs. Such shareholder's  notice to the Secretary shall
set forth (a) as to each person whom the  shareholder  proposes to nominate  for
election or re-election as a director,  (i) the name, age,  business address and
residence address of the person, (ii) the principal  occupation or employment of



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the  person,  (iii)  the class and  number  of  shares of  capital  stock of the
Corporation  which  are  beneficially  owned by the  person  and (iv) any  other
information  related  to  the  person  that  is  required  to  be  disclosed  in
solicitations  for proxies for election of directors  pursuant to Regulation 14A
under  the  Securities  Exchange  Act of  1934,  as  amended;  and (b) as to the
shareholder giving the notice (i) the name and record address of shareholder and
(ii) the class and number of shares of capital  stock of the  Corporation  which
are  beneficially  owned by the  shareholder.  The  Corporation  may require any
proposed nominee to furnish such other information as may reasonably be required
by the  Corporation  to determine the  eligibility  of such proposed  nominee to
serve as director of the  Corporation.  No person shall be eligible for election
as a  director  of the  Corporation  unless  nominated  in  accordance  with the
procedures set forth herein.

        The Chairman of the meeting shall,  if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure,  and if he should so determine,  he shall so declare to the
meeting and the defective nomination shall be disregarded.

SECTION 13. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of stock standing in the
name of another  corporation  may be voted by the  officer,  agent,  or proxy as
prescribed by the bylaws of the corporate  shareholder or, in the absence of any
applicable  bylaw,  by such person as the Board of  Directors  of the  corporate
shareholder may designate. Proof of such designation may be made by presentation
of a  certified  copy  of the  bylaws  or  other  instrument  of  the  corporate
shareholder.  In the absence of any such  designation or, in case of conflicting
designation  by the  corporate  shareholder,  the  chairman  of the  board,  the
president, any vice president, the secretary, and the treasurer of the corporate
shareholder shall be presumed to possess, in that order,  authority to vote such
shares.

        Shares of stock held by an administrator,  executor,  guardian, personal
representative,  or  conservator  may be voted by him,  either  in  person or by
proxy, without a transfer of such shares into his name.

        Shares of stock  standing  in the name of a trustee may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him  without a transfer  of such shares into his name or the name of his
nominee.

        Shares  of  stock  standing  in the name of a  receiver,  a  trustee  in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him or her without the transfer thereof into his or her name.

        A  shareholder  whose  shares of stock are pledged  shall be entitled to
vote such  shares  until the shares have been  transferred  into the name of the
pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the
shares so transferred.

        Shares of stock  owned by another  corporation,  the  majority  of whose
shares of stock  entitled to vote for  directors is owned or  controlled  by the
Corporation,  shall not be voted, directly or indirectly, at any meeting, except
to the extent permitted by law.




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SECTION 14. ACTION BY WRITTEN  CONSENT OF  SHAREHOLDERS.  Any action required or
permitted  by the FCBA to be taken  at any  annual  or  special  meeting  of the
shareholders of the  Corporation  may be taken without a meeting,  without prior
notice and without a vote,  if (1) a consent or  consents  in  writing,  setting
forth  the  action  so  taken,  shall be  signed  and  dated by the  holders  of
outstanding  shares  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 and
(2) such consent or consents are delivered to the Corporation by delivery to its
principal office or received by the Secretary or another officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
shareholders are recorded.

        No written  consent  shall be  effective  to take the  corporate  action
referred to therein  unless,  within sixty (60) days of the date of the earliest
dated consent delivered to the Corporation, a written consent or consents signed
by a  sufficient  number  of  holders  to  take  action  are  delivered  to  the
Corporation in the manner  prescribed in the first  paragraph of this Section 14
of Article II or as otherwise required by law.

        Prompt notice of the taking of corporate  action without a meeting shall
be given as  required by law to those  shareholders  who have not  consented  in
writing or who are not entitled to vote on the action.

        Any action taken in the manner provided by this Section 14 of Article II
has the effect of a meeting  vote and, to the extent  permitted  by law,  may be
described as such in any document.


                        ARTICLE III - BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS.  The business and affairs of the Corporation shall be
managed by or under the  direction  of, the Board of  Directors,  which Board of
Directors   may,   except  as  otherwise   provided  by  law,  the  Articles  of
Incorporation,  or these  bylaws,  exercise  all powers and do all such acts and
things as may be exercised or done by the Corporation.

SECTION 2. NUMBER, TENURE, AND QUALIFICATION.  The number of directors who shall
constitute  the whole Board shall be between five (5) and  twenty-five  (25), as
fixed from time to time by  resolution  of the Board of Directors in  accordance
with the Articles of  Incorporation.  The authorized  number of directors may be
increased or decreased from time to time by amendment of these bylaws; provided,
however,  that the Corporation shall always have at least one (1) director.  Any
increase in the number of directors shall be effective immediately. Any decrease
in the number of directors shall be effective at the time of the next succeeding
annual meeting of the shareholders  unless, at the time of such decrease,  there
shall be vacancies on the Board which are being  eliminated by the decrease,  in
which  case such  decrease  may become  effective  at any time prior to the next
succeeding annual meeting to the extent of the number of vacancies.

        Except as otherwise provided by these bylaws or required by the Articles
of  Incorporation  or law,  directors  shall be elected at the annual meeting of





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shareholders  for a term of one (1) year and shall  hold  office  until the next
annual  meeting of  shareholders  and until his or her successor is duly elected
and qualified, or until his or her earlier death,  resignation,  or removal from
office as  hereinafter  provided by these bylaws.  Directors of the  Corporation
need not be shareholders of the Corporation.

SECTION 3.  CHAIRMAN OF THE BOARD.  The Board of Directors  may elect a chairman
("Chairman")  who,  if  so  elected,  shall  preside  at  all  meetings  of  the
shareholders  and the Board of  Directors.  The  Chairman  shall have such other
powers  and shall  perform  all  duties as from time to time may be  granted  or
assigned to him or her by the Board of Directors and as provided by law.

SECTION 4.  ANNUAL AND  REGULAR  MEETINGS.  The annual  meeting of the Board of
Directors  shall be held  without  other notice than these  bylaws,  immediately
after and at the same place as the annual meeting of shareholders.  The Board of
Directors may provide, by resolution, for the holding of other regular meetings,
which  meetings  shall  be held on such  date(s)  at such  time(s),  and at such
place(s) as established  by such  resolution.  A notice of each regular  meeting
other than by resolution shall not be required.

SECTION 5. SPECIAL  MEETINGS.  Special meetings of the Board of Directors may be
called the Chairman, if one is elected, the President, or any two directors. The
Chairman of the Board,  if one is elected,  or the President shall fix the place
for holding such special meeting.

SECTION 6. NOTICE.  Notice of any special meeting of the Board shall be given
at least two (2) days before the meeting by written notice delivered personally,
or by  mail,  telegraph,  teletype,  cablegram,  or  other  form  of  electronic
communication  to each  director  at his  business  address,  unless  in case of
emergency,  the Chairman,  if one is elected, or the President shall prescribe a
shorter notice to be given personally or by telegraph,  teletype,  cablegram, or
other  electronic  communication  to each  director at his residence or business
address.  If a notice of meeting is sent by regular  mail,  such notice shall be
deemed  delivered  five (5) days after its deposit in the United States mail, if
mailed  postpaid and correctly  addressed.  Any director may waive notice of any
meeting,  before or after the meeting. The attendance of a director at a meeting
shall  constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting,  the time or date of the meeting, or the
manner in which it has been called or convened,  except when a director  states,
at the beginning of the meeting,  any objection to the  transaction  of business
because the meeting is not lawfully called or convened.

SECTION 7.  QUORUM.  A majority  of the number of  directors  fixed  pursuant to
Section 2 of this Article III shall constitute a quorum for transacting business
at any meeting of the Board of Directors.  A majority of the directors  present,
whether  or not a  quorum  exists,  may  adjourn  any  meeting  of the  Board of
Directors to another time and place.  Notice of any such adjourned meeting shall
be given to the  directors  who were not present at the time of the  adjournment
and,  unless the time and place of the  adjourned  meeting are  announced at the
time of the adjournment, to the other directors.







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SECTION 8. VOTE  REQUIRED FOR ACTION.  Except as otherwise  required by law, the
Articles  of  Incorporation,  or these  bylaws,  the vote of a  majority  of the
directors  present at a meeting in which a quorum is present shall be the act of
the Board of Directors.

SECTION 9. VACANCIES. If any vacancy occurs on the Board of Directors, including
a  vacancy  resulting  from  an  increase  in the  number  of  directors  of the
Corporation, such vacancy may be filled by the affirmative vote of a majority of
the directors  remaining in office,  although less than a quorum of the Board of
Directors,  or by a sole remaining director, or by the shareholders.  A director
elected to fill a vacancy, including a vacancy resulting from an increase in the
number of  directors of the  Corporation,  shall hold office only until the next
annual meeting of  shareholders  and until his or her successor  shall have been
elected and qualified or until his or her earlier death, resignation, or removal
from office.

SECTION 10. COMPENSATION. By resolution of the Board of Directors, directors may
receive  fixed fees and other  compensation  for their  services  as  directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors,  and  reimbursement  for expenses incurred for attendance at
meetings of the Board of  Directors  and its  committees.  The  compensation  of
directors  shall be on such basis as determined  by the Board of  Directors.  No
such  payment  made to a  director  under this  Section 10 of Article  III shall
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation and reimbursement of expenses therefor.

SECTION 11.  PRESUMPTION OF ASSENT. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any  corporate  matter
is taken  shall be  presumed to have  assented  to the action  taken,  unless he
objects at the beginning of the meeting to holding it or  transacting  specified
business at the meeting, or he votes against or abstains from the action taken.

SECTION 12.  CONSTRUCTIVE  PRESENCE  AT A  MEETING.  Members  of the  Board  of
Directors may participate in a meeting of the Board through the use of any means
of  communication  by which  all  directors  participating  in the  meeting  may
simultaneously hear each other during the meeting. A director participating in a
meeting by this means shall constitute presence in person at the meeting.

SECTION 13. ACTION WITHOUT A MEETING. Any action required or permitted by law to
be taken  at any  meeting  of the  Board or a  committee  thereof,  may be taken
without a meeting if all members of the Board or any committee  thereof,  as the
case may be, consent thereto in writing,  and such consent or consents are filed
with the minutes of the proceedings of the Board of Directors or such committee.

        Any such  consents or consent  shall  describe the action taken and such
action so taken shall be effective  when the last  director or committee  member
executes  such  consent,  unless such  consent or  consents  specify a different
effective  date. A consent so signed has the effect of a meeting vote and may be
described as such in any document.








                                       9
<PAGE>

SECTION 14. REMOVAL OF DIRECTORS. The shareholders of the Corporation may remove
one or more  directors  with or  without  cause if such  shareholder  action  is
undertaken in the manner prescribed by the FBCA.


                             ARTICLE IV - COMMITTEES

SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS. Except as otherwise provided by
the Articles of  Incorporation  or these bylaws,  the Board of  Directors,  by a
resolution passed by a majority of the full Board of Directors, may from time to
time  designate  one or more  committees  of the Board of  Directors,  with such
lawfully  delegable  powers and duties as it  thereby  confers,  to serve at the
pleasure of the Board.  The Board of Directors  shall,  for those committees and
any others provided for herein,  elect two or more directors to serve as members
and, if it so desires,  designate one or more directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.

        Any committee so designated,  to the extent  permitted by law and to the
extent  provided  in the Board of  Directors  resolution  which  designates  the
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation.

SECTION 2.  CONDUCT  OF  BUSINESS.  Each  committee  designated  by the Board of
Directors  may  determine,  make,  alter,  and repeal the  procedural  rules for
meeting and  conducting  its  business  and shall act in  accordance  therewith,
except as  otherwise  required by law or provided by the Board of  Directors  or
these bylaws.  In the absence of such rules,  each  committee  shall conduct its
business  in the same manner as the Board of  Directors  conducts  its  business
pursuant to Article III of these bylaws.


                              ARTICLE V - OFFICERS

SECTION 1. NUMBER.  The officers of the  Corporation  shall include:  President,
Secretary,  and  Treasurer,  each of whom  shall  be  elected  by the  Board  of
Directors.  One or more  Vice  Presidents  and such  other  officers,  assistant
officers, and agents as may be deemed necessary,  may be elected or appointed by
the  Board of  Directors.  A duly  appointed  officer  may  appoint  one or more
officers or assistant officers if authorized by the Board of Directors.

SECTION 2. ELECTION AND TERM OF OFFICE.  The officers of the  Corporation  to be
elected  by the Board  shall be  elected  annually  by the  Board at the  annual
meeting  of the Board held after each  annual  meeting of  shareholders.  If the
election of officers  shall not be held at meeting,  such election shall be held
as soon  thereafter as may be  convenient.  Each officer shall hold office until
his or her  successor  shall have been elected and qualified or until his or her
earlier resignation, removal from office, or death.










                                       10
<PAGE>

SECTION 3. REMOVAL. Any officer,  assistant officer, or agent of the Corporation
may be removed by the Board,  either  with or without  cause,  whenever,  in the
Board's its  judgment,  the best  interests of the  Corporation  would be served
thereby,  but such removal shall be without prejudice to the contractual rights,
if any, of the person so removed. Any officer or assistant officer, if appointed
by another officer, may likewise be removed by the officer who so appointed them
or by the Board of  Directors.  Election or  appointment  of an officer or agent
shall not of itself create contract rights.

SECTION 4. VACANCIES. A vacancy,  however occurring, in any office may be filled
by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT.  The President shall be the chief executive officer of the
Corporation  and, subject to the provisions of these bylaws and to the direction
of the Board of Directors, shall supervise, control, and have the responsibility
for the  general  management  and  control of the  business  and  affairs of the
Corporation.  The  President  shall perform all duties and have all powers which
are  commonly  incident to the office of chief  executive  or which from time to
time  may be  assigned  or  delegated  to him by the  Board of  Directors.  If a
Chairman  has not been  elected or is  otherwise  absent,  the  President  shall
preside at all  meetings  of  shareholders  and at all  meetings of the Board of
Directors. The President may sign all stock certificates,  deeds, contracts, and
other instruments of the Corporation which the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof shall be
expressly  delegated  by the Board of Directors or by these bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed.  The President also shall have  supervision and direction of
all of the other officers, employees and agents of the Corporation.

SECTION 6. VICE PRESIDENT. Each Vice President shall have such powers and duties
as may be delegated to him or her by the Board of  Directors.  In the absence of
the President or in the event of the  President's  death or inability or refusal
to act,  the Vice  President,  if one is  elected,  shall have the duties of the
President,  and when so acting,  shall have all the powers of, and be subject to
all the  restrictions  upon, the  President.  If more than one Vice President is
elected, the Board of Directors shall designate which Vice President shall serve
until the election of a successor President.

SECTION 7. SECRETARY.  The Secretary shall: (1) keep the minutes of all meetings
of shareholders  and of the Board of Directors in one or more books provided for
that  purpose;  (2) duly issue all  authorized  notices in  accordance  with the
provisions  of these  bylaws or as  required  by law;  (3) have charge of and be
custodian of the corporate books and records and of the seal of the Corporation,
and  shall  affix or  cause to be  affixed  the seal of the  Corporation  to all
documents  the  execution  of  which  on  behalf  of  the  Corporation  is  duly
authorized;  (4) keep a register of the post office address of each  shareholder
which shall be furnished to the Secretary by each shareholder;  (5) have general
charge of the stock  transfer books of the  Corporation;  (6)  authenticate  all
records of the Corporation;  and (7) in general,  perform all duties incident to
the office of  Secretary  and such other duties as the Board of Directors or the
President from time to time prescribe.

SECTION  8.  TREASURER.   The  Treasurer  shall:  (1)  have  responsibility  for
maintaining  the  financial  records of the  Corporation;  (2)  receive and give



                                       11
<PAGE>

receipts  for  monies  due  and  payable  to the  Corporation  from  any  source
whatsoever;  (3) deposit all such monies in the name of the  Corporation in such
banks, trust companies, or other depositories as shall be selected in accordance
with the provisions of Article VII of these bylaws;  (4) make  disbursements  of
the funds of the Corporation as are authorized;  (5) render from time to time an
account of all transactions  and of the financial  condition of the Corporation;
and (6) in general perform all of the duties incident to the office of Treasurer
as the Board of  Directors  or the  President  from time to time  prescribe.  If
required  by the Board of  Directors,  the  Treasurer  shall give a bond for the
faithful  discharge  of his or her  duties in such sum and with  such  surety or
sureties as the Board of Directors shall determine.

SECTION 9. OFFICER  COMPENSATION.  The salaries and other  compensation  paid to
officers  of the  corporation  shall be fixed  from time to time by the Board of
Directors and no officer shall be prevented  from receiving such salary or other
compensation  by  reason  of  the  fact  that  he is  also  a  director  of  the
Corporation.

SECTION 10. ACTION WITH RESPECT TO SECURITIES OF OTHER  CORPORATIONS.  Unless
otherwise directed by the Board of Directors, the President or any other officer
of the  Corporation  authorized  by the  President  shall have power to vote and
otherwise  act on behalf  of the  Corporation,  in  person  or by proxy,  at any
meeting of  shareholders of or with respect to any action of shareholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise  any and all rights and powers  which this  Corporation  may possess by
reason of its ownership of securities in such other corporation.


                            ARTICLE VI - RESIGNATIONS

        Any  director  or officer of the  Corporation  may resign at any time by
delivering  written notice to the Board of Directors or its Chairman,  or to the
President or the Secretary of the Corporation.  Any such resignation  shall take
effect when delivered  unless the notice  specifies a later effective date. If a
resignation  is made  effective at a later date, the Board of Directors may fill
the pending vacancy before the effective date if the Board of Directors provides
that the successor does not take office until the effective date.

               ARTICLE VII - CONTRACTS, LOAN, CHECKS, AND DEPOSITS

SECTION 1.  CONTRACTS.  The Board of  Directors  may  authorize  any  officer or
officers,  agent or agents to enter into any contract or execute and deliver any
instrument  in the name of and on behalf of the  corporation,  unless  otherwise
restricted  by law.  Such  authority  may be general  or  confined  to  specific
instances.

SECTION 2. LOANS.  No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness  shall be issued in its name unless  authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.







                                       12
<PAGE>

SECTION 3.  CHECKS,  DRAFTS,  ETC. All checks,  drafts,  or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the  Corporation  in such  manner as shall  from time to time be  determined  by
resolution of the Board of Directors.

SECTION 4. DEPOSITS.  All funds of the corporation not otherwise  employed shall
be deposited  from time to time to the credit of the  Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.


            ARTICLE VIII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION  1.  CERTIFICATES  OF  STOCK.  Unless  the  Board of  Directors  provide
otherwise,  each shareholder  shall be entitled to a certificate which certifies
the number and class of shares owned by him or her,  signed by or in the name of
the  Corporation  by (1) the  President or a Vice  President,  and by either the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
or (2) any other  officers or directors  of the  Corporation  designated  by the
Board of Directors.  Any or all of the signatures on the  certificate  may be by
facsimile.  In case any officer,  transfer agent, or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have 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.

        Certificates  representing  shares of the  Corporation  shall be in such
form as shall be  determined  by the Board of Directors.  All  certificates  for
shares shall be numbered  consecutively  or otherwise  identified.  The name and
address of the person to whom the shares  represented  thereby have been issued,
the  number of  shares,  and the date of  issuance  shall be  entered  on to the
transfer books of the Corporation.

        All certificates  representing  shares which are subject to restrictions
on transfer  or to other  restrictions  shall have  conspicuously  imprinted  or
otherwise referenced thereon such notation.

SECTION 2.  TRANSFERS  OF STOCK.  Transfers of stock shall be made only upon the
transfer  books of the  Corporation  kept at an office of the  Corporation or by
transfer agents  designated to transfer shares of the stock of the  Corporation.
Transfers of stock shall be made on the transfer books of the  Corporation  only
when the holder of record thereof, or his legal representative,  or his attorney
whereunto  authorized  by a power of attorney  duly  executed and filed with the
Secretary of the  Corporation,  shall  furnish  proper  evidence of authority to
transfer,  and when there is surrendered for cancellation the certificate(s) for
shares, properly endorsed. The person in whose name shares stand on the books of
the  Corporation  shall be deemed by the Corporation to be the owner thereof for
all purposes.  Except where a certificate is issued in accordance with Section 3
of Article VII of these bylaws,  an  outstanding  certificate  for the number of
shares involved shall be surrendered for  cancellation  before a new certificate
is issued therefor.






                                       13
<PAGE>

SECTION 3. LOST,  STOLEN, OR DESTROYED  CERTIFICATES.  In the event of the loss,
theft, or destruction of any certificate of stock,  another may be issued in its
place  pursuant to such  regulations  as the Board of  Directors  may  establish
concerning  proof of such loss,  theft, or destruction and concerning the giving
of a satisfactory bond or bonds of indemnity.

SECTION 4. REGULATIONS.  The issue,  transfer,  conversion,  and registration of
certificates  of stock shall be governed by such other  regulations as the Board
of Directors may establish.


                          ARTICLE IX - INDEMNIFICATION

SECTION 1. RIGHT TO  INDEMNIFICATION.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter  a  "proceeding")  by reason of the fact that he or the  person for
whom he is the legal  representative  is or was a director of the Corporation or
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee,  or agent of another  corporation or of a partnership,  joint venture,
trust,  or other  enterprise,  including  service  with  respect to an  employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director,  officer,  employee, or
agent or in any other capacity while serving as a director,  officer,  employee,
or agent,  shall be  indemnified  and held  harmless by the  Corporation  to the
fullest  extent  authorized  by the FBCA, as the same exists or may hereafter be
amended  (but, in the case of any such  amendment,  only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
such law permitted the Corporation to provide prior to such amendment),  against
all expenses,  liability, and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or  penalties,  and amounts  paid in  settlement)  reasonably
incurred or suffered  by such  indemnitee  in  connection  therewith;  provided,
however,  that,  except as provided in Section 3 of this Article IX with respect
to proceedings  to enforce  rights to  indemnification,  the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated  by such  indemnitee  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors of the Corporation.

SECTION 2. ADVANCEMENT OF EXPENSES.  The right to  indemnification  conferred in
Section  1 of  this  Article  IX  shall  include  the  right  to be  paid by the
Corporation the expenses  (including  attorney's fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an "advancement
of expenses");  provided, however, that, if the FBCA requires, an advancement of
expenses  incurred  by an  indemnitee  in his or her  capacity  as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
such indemnitee,  including, without limitation,  service to an employee benefit
plan) shall be made only upon  delivery  to the  Corporation  of an  undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced  if it shall  ultimately  be  determined  by final  judicial
decision form which there is not further right to appeal  (hereinafter  a "final
adjudication")  that such  indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and to





                                       14
<PAGE>

the  advancement  of expenses  conferred  in Section 1 and 2 of this  Article IX
shall be contract  rights and such rights shall continue as to an indemnitee who
has ceased to be a director,  officer, employee or agent and shall insure to the
benefit of the indemnitee's heirs, executors and administrators.

SECTION 3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 1 or 2 of
this  Article IX is not paid in full by the  Corporation  within sixty (60) days
after a written claim has been received by the  Corporation,  except in the case
of a claim for an advancement of expenses,  in which case the applicable  period
shall be twenty (20) days, the indemnitee may at any time thereafter  bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an  advancement  of expenses  pursuant to the terms of an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also to the expense of  prosecuting  or defending such suit.
In (i) any suit brought by the indemnitee to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement  of  expenses)  it shall  be a  defense  that,  and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the  Corporation  shall be entitled  to recover  such
expenses  upon a  final  adjudication  that,  the  indemnitee  has  not  met any
applicable  standard  for  indemnification  set forth in the FBCA.  Neither  the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  shareholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct set forth in the FBCA, nor an actual  determination  by the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
shareholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or brought by the Corporation to recover an advancement of expenses  pursuant to
the terms of an  undertaking,  the burden of proving that the  indemnitee is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article IX or otherwise shall be on the Corporation.

SECTION 4.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification  and to the
advancement  of expenses  conferred in this Article IX shall not be exclusive of
any other  right  which  any  person  may have or  hereafter  acquire  under any
statute, the Articles of Incorporation,  these bylaws, any agreement,  a vote of
shareholders or disinterested directors, or otherwise.

SECTION 5. INSURANCE. The Corporation may maintain insurance, at its expense, to
protect itself and any director,  officer, employee, or agent of the Corporation
or another corporation,  partnership,  joint venture, trust, or other enterprise
against any expense,  liability,  or loss,  whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under the FBCA.

SECTION 6.  INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to the
extent  authorized from time to time by the Board of Directors,  grant rights to




                                       15
<PAGE>

indemnification  and to the  advancement of expenses to any employee or agent of
the  Corporation to the fullest extent of the provisions of this Article IX with
respect to the  indemnification  and  advancement  of expenses of directors  and
officers of the Corporation.

SECTION 7. OTHER  INDEMNIFICATION.  The  Corporation's  obligation,  if any,  to
indemnify  any  person  who was or is  serving  at its  request  as a  director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  enterprise,  or  non-profit  entity  shall be reduced by any amount such
person may collect as indemnification from such other corporation,  partnership,
joint venture, trust, enterprise, or non-profit enterprise.

SECTION 8.  AMENDMENT OR REPEAL.  Any repeal or  modification  of the  foregoing
provisions of this Article IX shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.


                         ARTICLE X - GENERAL PROVISIONS


SECTION 1.  FISCAL  YEAR.  The fiscal  year of the  Corporation  shall  begin on
January 1 and end on December 31 in each year.

SECTION 2. DIVIDENDS.  The Board of Directors may from time to time declare, and
the Corporation may pay,  dividends on its outstanding  shares in the manner and
upon the terms and conditions provided by the Articles of Incorporation and law.

SECTION 3. SEAL.  The Board of Directors  shall  provide a corporate  seal which
shall have the name of the  Corporation  inscribed  thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

SECTION 4.  FACSIMILE  SIGNATURES.  In  addition  to the  provisions  for use of
facsimile  signatures  elsewhere   specifically   authorized  in  these  bylaws,
facsimile  signatures of any officer or officers of the  Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

SECTION 5. RELIANCE UPON BOOKS REPORTS AND RECORDS.  Each director,  each member
of any committee  designated by the Board of Directors,  and each officer of the
Corporation  shall,  in the  performance  of his duties,  be fully  protected in
relying  in good  faith  upon the  books of  account  or  other  records  of the
Corporation  and  upon  such  information,   opinions,  reports,  or  statements
presented to the  Corporation  by any of its officers or employees or committees
of the Board of  Directors so  designated,  or by any other person as to matters
which such  director or  committee  member  reasonably  believes are within such
other person's  professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

SECTION 6. TIME  PERIODS.  In  applying  any  provision  of these  bylaws  which
requires that an act be done or not be done a specified  number of days prior to







                                       16
<PAGE>

an event or that an act be done  during a period of a  specified  number of days
prior to an event,  calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

SECTION 7. CORPORATE RECORDS.  The Corporation shall maintain in written form or
in a form  capable of  conversion  into written  form (1)  permanent  records of
minutes  of all  meetings  of its  shareholders  and Board of  Directors  or any
committee  thereof,  or a record of all  action  taken  without a meeting of its
shareholders  or Board of  Directors  or any  committee  thereof;  (2)  accurate
accounting  record;  and (3) a record of its shareholders in a form that permits
preparation of a list of names and addresses of all shareholders in alphabetical
order  by  class  of  shares  showing  the  number  and  series  held  by  each.
Additionally,  the  Corporation  shall  keep  a  copy  of (a)  its  Articles  of
Incorporation  and all  amendments  currently  in  effect;  (b) its  bylaws,  or
restated bylaws, and all amendments currently in effect; (c) resolutions adopted
by its Board of  Directors  creating one or more classes or series of shares and
affixing their relative rights,  preferences,  and limitations, if shares issued
pursuant thereto are outstanding;  (d) minutes of all shareholders' meetings and
record of all action taken by shareholders  without a meeting for the past three
years;  (e)  written  communications  to  all  shareholders,  generally,  or all
shareholders  of a class or series  within the past three years,  including  the
financial  statements  furnished for the past three years  pursuant to the FBCA;
(f) a list of names and business street  addresses of its current  directors and
officers;  and (g) its  most  recent  annual  report  delivered  to the  Florida
Department of State pursuant to the FBCA.


                             ARTICLE XI - AMENDMENTS

        Except as provided by the Articles of  Incorporation  or law, any or all
of these  bylaws may be  altered,  amended,  or  repealed  and new bylaws may be
adopted  by:  (1) a vote of the  Board of  Directors,  unless  shareholders,  in
amending or repealing  the bylaws  generally or a  particular  bylaw  provision,
provides  expressly that the Board of Directors may not alter,  amend, or repeal
the bylaws or that particular bylaw provision,  or (2) by a vote of shareholders
at any meeting.


                         ARTICLE XII - EMERGENCY BYLAWS

        In the  event  that a quorum  of the  Corporation's  Board of  Directors
cannot  readily be assembled  because of a  catastrophic  event,  the  following
Emergency Bylaws are in effect until termination of the emergency:

SECTION 1. NOTICE.  Notice of a meeting of the Board of  Directors  need only be
given to those directors whom it is practicable to reach and may be given in any
practicable manner, including publication by publication or radio.

SECTION 2.  OFFICERS.  One or more  officers of the  Corporation  present at the
meeting of the Board of Directors may be deemed to be directors for the meeting,
in order of rank and within the same rank in order of seniority, as necessary to
achieve a quorum.





                                       17
<PAGE>

SECTION 3.  QUORUM.  The  director  or  directors  in  attendance  at a meeting,
including those persons deemed directors in accordance with Article XIV, Section
2 hereof, shall constitute a quorum.

SECTION 4. ACTIONS BY THE BOARD OF DIRECTORS DURING AN EMERGENCY.  To the extent
consistent with these Emergency Bylaw, the Corporation's  bylaws shall remain in
effect during an emergency.  During an emergency as set forth herein,  the Board
of Directors may (a) modify lines of succession to accommodate the incapacity of
any director, officer, employee, or agent; and (b) relocate the principal office
or  designate  alternative  principal  or  regional  officers or  authorize  the
officers to do so.


        As approved and adopted by the Board of Directors on December 29, 1997.











































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