AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           BENTLEY PHARMACEUTICALS, INC.

                              ADOPTED MARCH 24, 1998


                       ARTICLE I. MEETINGS OF StockholderS

Section 1.  Annual  Meeting.  The  annual  meeting  of the  Stockholders  of the
Corporation  for the election of  Directors  and the  transaction  of such other
business  as may be properly  come  before the meeting  shall be held the second
Friday in June of each year,  at 10:00 A.M. at a place to be  determined  by the
President  or the Board of  Directors.  If the annual  meeting  is not held,  by
oversight or  otherwise,  a special  meeting shall be held as soon as practical,
and any business  transacted  or election held at that meeting shall be as valid
as if transacted or held at the annual meeting.

Section 2.  Special  Meetings.  Special  meetings  of the  Stockholders  for any
purpose  shall be held when called by the President or the Board of Directors or
when  requested in writing by the holder or holders of not less than ten percent
(10%) of all the shares entitled to vote at the meeting.  A meeting requested by
Stockholders  shall be called  for a date not less than ten nor more than  sixty
days after the request is made,  unless the Stockholders  requesting the meeting
designate  a later date.  The  Secretary  shall issue the call for the  meeting,
unless the President, the Board of Directors, or the Stockholders requesting the
meeting designate another person to do so. The Stockholders at a special meeting
may transact only business that is related to the purposes  stated in the notice
of the meeting.

Section 3.  Place.  Meetings of  Stockholders  may be held within or without the
State of Florida and any  Stockholder  may waive notice thereof either before or
after the meeting.


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Section 4. Notice. A written notice of each meeting of Stockholders, stating the
place,  day, and time of the meeting and, in the case of a special meeting,  the
purpose or purposes for which the meeting is called,  shall be delivered to each
Stockholder  of record  entitled to vote at the  meeting,  not less than ten nor
more than sixty days before the date set for the meeting,  either  personally or
by first class mail, by or at the direction of the President,  the Secretary, or
the Officer or other  persons  calling  the  meeting.  If mailed,  the notice is
effective  when it is deposited  in the United  States  mail,  postage  prepaid,
addressed to the  Stockholder at his address as it appears on the records of the
Corporation.   This  notice  shall  be  sufficient  for  that  meeting  and  any
adjournment  of the  meeting  if the time and  place to  which  the  meeting  is
adjourned are announced at the meeting at which the  adjournment is taken and if
after  the  adjournment,  the  Board  does  not fix a new  record  date  for the
adjourned meeting. If any Stockholder transfers any of his stock after notice is
given, it shall not be necessary to notify the transferee. Part (A) all items to
be placed on the agenda for vote at an annual stockholders meeting including any
director or slate of  directors,  must be submitted to the company in writing 75
days prior to the day of the meeting to allow the company  time to have the item
included in the proxy statement mailed to all the  stockholders  with the notice
of said  meeting and  further,  in the case of a  nomination  of a director or a
slate of directors the submission of the required  qualifications and background
information  and  acceptance  of the  nomination  in writing  of said  nominees.

Section 5. Waivers of Notice. Whenever any notice is required to be given to any
Stockholder   of  the   Corporation   under  these   Bylaws,   the  Articles  of
Incorporation,  or the  Florida  General  Corporation  Act, a written  waiver of
notice  signed  at any  time by the  person  entitled  to that  notice  shall be
equivalent to giving that notice.  Attendance by a Stockholder  entitled to vote
at a meeting,


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in person or by proxy,  constitutes  a waiver of notice of the  meeting,  except
when a Stockholder attends a meeting for the purpose, expressed at the beginning
of the  meeting,  of objecting to the  transaction  of any business  because the
meeting is not lawfully  called or  convened.

Section 6. Closing of Transfer  Books or Fixing of Record Date.  For the purpose
of  determining  Stockholders  entitled to payment of any dividend or to receive
notice of or to vote at any meeting of  Stockholders  or any  adjournment of any
meeting  or in order  to make a  determination  of  Stockholders  for any  other
purpose,  the Board of Directors may provide that the stock transfer books shall
be closed for a period not to exceed sixty days. If the stock transfer books are
closed for the purpose of determining  Stockholders  entitled to notice of or to
vote at a  meeting  of  Stockholders,  they  shall be  closed  at least ten days
immediately preceding that meeting. Instead of closing the stock transfer books,
the Board of  Directors  may fix in  advance a date as the  record  date for the
determination  of shareholders but that date shall never be more than sixty days
nor, in case of a meeting of Stockholders,  less than ten days prior to the date
on which the action requiring the  determination of Stockholders is to be taken.
If the stock  transfer  books are not closed and no record date is fixed for the
determination of Stockholders, the date on which either notice of the meeting is
mailed or the  resolution  of the Board of  Directors  declaring  a dividend  or
authorizing the action that requires a determination  of Stockholders is adopted
shall  be  the  record  date  for  the  determination  of  Stockholders.  When a
determination  of  Stockholders  entitled to vote at any meeting of Stockholders
has been made as provided in this section,  the determination shall apply to any
adjournment  of the meeting,  unless the Board of  Directors  fixes a new record
date for the adjourned meeting.

Section 7. Voting Record. At least ten days before each meeting of Stockholders,
the officer or agent having charge of the stock transfer books for shares of the
Corporation shall make a complete


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list of the  Stockholders  entitled to vote at that meeting or at adjournment of
the  meeting,  stating each  Stockholder's  address and the number,  class,  and
series of the shares  that he holds.  This list  shall be kept on file  fourteen
days  before the meeting at the  Corporation's  registered  office or  principal
place of business or at the office of its transfer  agent or registrar,  and any
Stockholder may inspect the list anytime during usual business  hours.  The list
also shall be produced and kept open at the time and place of the  meeting,  and
any Stockholder may inspect it anytime during the meeting.  If the  requirements
of this section have not been substantially  complied with, the meeting shall be
adjourned upon the demand of any Stockholder,  in person or by proxy,  until the
requirements are complied with. If no demand is made, failure to comply with the
requirements  of this  section does not affect the validity of .any action taken
at the  meeting.

Section 8.  Stockholder  Quorum and Voting. A majority of the shares entitled to
vote,  represented in person or by proxy  constitutes a quorum at the meeting of
Stockholders.  When an item of business must be voted on by a class or series of
stock, a majority of the shares of that class or series constitutes a quorum for
the  transaction  of that  business  by that  class or  series.  If a quorum  is
present,  the affirmative vote of the majority of the shares  represented at the
meeting and entitled to vote on the matter is the act of the Stockholders unless
otherwise  provided  by law or by Article 8 of the  Articles  of  Incorporation.
After a quorum has been established at a Stockholders'  meeting, a withdrawal of
Stockholders  that  reduces the number of  Stockholders  entitled to vote at the
meeting  below the number  required for a quorum does not affect the validity of
any action taken at or adjournment of the meeting.

Section 9. Voting of Shares.  Every Stockholder entitled to vote at a meeting of
Stockholders is entitled,  upon each proposal presented to the meeting,  to one
vote for each share of voting stock


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recorded in his name on the books of the Corporation on the record date fixed as
provided in Article I, Section 6 of these Bylaws.  A Stockholder may vote either
in  person  or by proxy  executed  in  writing  by the  Stockholder  or his duly
authorized   attorney-in-fact.   Treasury  shares,   shares  of  stock  of  this
Corporation  owned by another  corporation  the  majority of the voting stock of
which is owned or  controlled by this  Corporation,  and shares of stock of this
Corporation that it holds in a fiduciary  capacity shall not be voted,  directly
or indirectly,  at any meeting and shall not be counted in determining the total
number of outstanding shares.

The Chairman of the Board, the President, any Vice President, the Secretary, and
the Treasurer of a corporate Stockholder, in that order, are presumed to possess
authority to vote shares  standing in the name of the corporate  Stockholder  in
the  absence  of a  bylaw  or  other  instrument  of the  corporate  Stockholder
designating  some other officer,  agent,  or proxy to vote the shares.  Proof of
that designation shall be made by presentation of a certified copy of the bylaws
or other  instrument  of the  corporate  Stockholder.  Shares held by a personal
representative,  guardian,  or conservator may be voted by him, either in person
or by proxy,  without a transfer of those  shares  into his name.  A trustee may
vote, either in person or by proxy,  shares standing in his name, but no trustee
may vote any shares that are not, transferred into his name. If he is authorized
to do so by an  appropriate  order of the  court by  which he was  appointed,  a
receiver  may vote  shares  standing in his name or held by or under his control
without a transfer of those shares into his name. A Stockholder whose shares are
pledged may vote those  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  transferred,  unless the  instrument  creating  the pledge
provides otherwise.

Section  10.  Proxies.  A  Stockholder  entitled  to  vote at a  meeting  of the
Stockholders or to express


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consent  or  dissent  without  a  meeting  or a  Stockholder's  duly  authorized
attorney-in-fact  may authorize one or more persons to act for him by proxy.  To
be effective, a proxy must be signed by the Stockholder or his attorney-in-fact.
A proxy  granting  authority to vote shares that are  registered in the names of
multiple  owners is effective only if each record owner signs it. A proxy is not
valid after eleven months from its date unless it provides otherwise. A proxy is
revocable at the pleasure of the  Stockholder  executing it, except as otherwise
provided  by law.  A  proxy  holder's  authority  to act is not  revoked  by the
incompetence or death of the  Stockholder who executed the proxy unless,  before
the authority is exercised,  the Corporate  Officer  responsible for maintaining
the  list  of  Stockholders  receives  written  notice  of  an  adjudication  of
incompetence or death.  If a proxy for the same shares confers  authority on two
or more, persons and does not otherwise indicate how the shares should be voted,
a majority of those  proxies  who are present at the meeting (or a single  proxy
holder if only one is present)  may  exercise  all the powers  conferred  by the
proxy, but if the proxy holders present at the meeting are equally divided as to
the manner of voting in any case,  the voting of the shares subject to the proxy
shall be prorated.  If a proxy expressly provides,  the proxy holder may appoint
in writing a substitute to act in his place.

Section 11. Action by  Stockholders  Without a Meeting.  Any action  required by
law, these Bylaws,  or the Articles of  Incorporation  of this Corporation to be
taken at an annual or special  meeting of Stockholders of the Corporation or any
action  that may be taken at any annual or special  meeting of the  Stockholders
may be taken without a meeting,  without prior notice,  and without a vote, if a
written  consent,  setting forth the action  taken,  is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take that  action at a meeting  at which all shares
entitled to vote on the matter were present and voted. All


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Stockholders need not sign the same document. If any class of shares is entitled
to vote as a class,  written  consent  required  is of both (a) the holders of a
majority of the shares of each class of shares entitled to vote as a class,  and
(b) the total shares  entitled to vote on the matter.  Within ten days after the
Stockholders  authorize an action by written  consent,  written  notice shall be
given to the Stockholders who did not consent. The notice shall fairly summarize
the material  features of the authorized  action and, if the action is a merger,
consolidation,  or sale or exchange of assets for which  dissenters'  rights are
provided under the Florida General  Corporation  Act, the notice shall contain a
clear statement of the right of the dissenting  Stockholders to be paid the fair
value of their  shares  upon  compliance  with the other  provisions  of the Act
concerning the rights of dissenting Stockholders.

Section 12. Voting Trusts.  Any number of Stockholders  of this  Corporation may
create a  voting  trust  in the  manner  provided  by law for  the,  purpose  of
conferring upon the trustee or trustees the right to vote or otherwise represent
their shares. When the counterpart of a voting trust agreement and a copy of the
record of the  holders  of voting  trust  certificates  are  deposited  with the
Corporation  as provided by law,  those  documents  shall be subject to the same
right of examination by a Stockholder of the Corporation,  in person or by agent
or  attorney,  as are  the  books  and  records  of  the  Corporation,  and  the
counterpart  and the copy of the records shall be subject to  examination by any
holder of record of voting trust  certificates,  either in person or by agent or
attorney at any reasonable time for any proper purpose.

Section 13. Stockholders Agreement. Two or more Stockholders of this Corporation
may enter into an agreement  providing  for the exercise of voting rights in the
manner  provided in the agreement or relating to any phase of the affairs of the
Corporation, in the manner and to the extent provided


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by law. The agreement shall not impair the right of this  Corporation to treat a
Stockholder of record as entitled to vote the shares as standing in his name.

                              ARTICLE II. DIRECTORS

Section 1. Function.  The business of this Corporation  shall be managed and its
corporate  powers  exercised by the Board of Directors.

Section 2. Number. The number of members of the Corporation's Board of Directors
shall not be less than one nor more than thirteen. All the Directors shall be of
full age and at least one shall be a citizen of the United States.  The presence
of a majority of all Directors shall be necessary at any meeting to constitute a
quorum for the  transaction  of business.  Meetings of the Directors may be held
within or without the state of Florida.  With the  exception of the President of
this  corporation,  Directors  and  officers  need  not be  stockholders  of the
corporation.

Section 3. Qualification. Each Director need not be a resident of Florida.

Section 4. Election and Term. There shall be three classes of Directors known as
Class 1,  Class 2 and Class 3  respectively  with each  class  having as equal a
number of  Directors  as  possible.  The names and post office  addresses of the
Directors  until the first annual  meeting after  adoption of this amendment and
the class to which each shall belong are as follows:

    Class 1 December 1987

        Name                               Post Office Address
        ----                               -------------------
        Ranald Stewart, Jr.                1501 Sheridan Forest
                                           Tampa, Florida 33609

        Walter L. Benson                   2024 Belleair Road
                                           Clearwater, Florida 33546

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<PAGE>

        F. Stuart Clemmons                 1924 Michigan Avenue N.E.
                                           St. Petersburg, Florida 33703


     Class 2 December 1988

        Name                               Post Office Address
        ----                               -------------------

        P. Calvin Maybury                  4102 Cypress Bayou Drive
                                           Tampa, Florida 33624

        Kenneth P. Parvin                  3559 Manatee Drive S.E.
                                           St. Petersburg, Florida 33705

        Eldon Post                         6604 11th Avenue West
                                           Bradenton, Florida 33505

        Edmund G. Vimond, Jr.              18 Timothy Lane
                                           Bedminster, New Jersey 07921


     Class 3 December 1989

        Name                               Post Office Address
        ----                               -------------------

        Harold W. Huber                    1700 West Bay Drive
                                           Largo, Florida 33540

        James C. Vesey                     8800 Bardmoor Boulevard, 27W
                                           Seminole, Florida 33543

        John A. Macleod                    2858 Sandpiper Place
                                           Clearwater, Florida 33520

        Arnold J. Winograd                 1053 Indian Trail
                                           Destin, Florida 32541

The term of office of the Class 1  Directors  above  named  shall  expire at the
first annual meeting after adoption of this  amendment;  the term of the Class 2
directors  shall  expire at the second  annual  meeting  after  adoption of this
amendment and the term of the Class 3 directors shall expire at the third annual
meeting after adoption of this amendment. Upon expiration of the terms of office
of the


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Directors  classified  above,  their successors shall be elected for the term of
three years each, so that approximately  one-third of the number of directors of
the Corporation shall be elected annually.

           (a) The Stockholders may by affirmative vote of the holders of shares
entitling them to exercise 2/3 of the voting power of the  corporation  fill any
vacancy in the office of the Director created by death or resignation.

           (b) No person,  other than a Director  retiring  at the  meeting or a
person  recommended  by the  Directors  for  election,,  shall be  eligible  for
election to the office of Director at any general  meeting  unless not less than
seventy-five days before the day appointed for the meeting there shall have been
left at the office of the corporation  notice in writing signed by a Stockholder
duly  qualified to attend and vote at such meeting,  of his intention to propose
such a person for election,  and also notice in writing signed by that person of
his willingness to be elected.

           (c) If at any general meeting at which an election of Directors ought
to take place, the place of any retiring  Director be not filled,  such retiring
Director shall (unless a resolution for his  re-election  shall have been put to
the meeting and lost) continue in office until the annual general meeting in the
next year, and so on from time to time until his place has been filled.

           (d) A  Director  may only be  removed  for cause at a meeting  of the
Stockholders  held for such purposes,  by the affirmative vote of the holders of
shares  entitling them to exercise 2/3 of the voting power of the corporation on
such  removal,  provided  that such  Director  prior to his  removal  shall have
received a copy of the charges against him, delivered to him personally or being
mailed to the address  appearing upon the records of the corporation at least 10
days  prior to such  meeting  and be given  an  opportunity  to be heard on such
charges at such meeting.



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Each  director  shall hold office for the term for which he is elected and until
his  successor  has been  elected  and  qualified  or until his  earlier  death,
resignation,  or removal  from  office.

Section  5.  Compensation.  The  Board of  Directors  has  authority  to fix the
compensation of the Directors as Directors and as officers.

Section  6.  Duties of  Directors.  A  Director  shall  perform  his duties as a
Director,  including  his duties as a member of any  committee of the Board upon
which he serves, in good faith, in a manner he reasonably  believes to be in the
best interests of the Corporation, and with such care as I an ordinarily prudent
person  in  a  similar  position  would  use  under  similar  circumstances.  In
performing his duties, a Director may rely on information, opinions, reports, or
statements, including financial statements and other financial data, prepared or
presented by the following:

           (a) one or more  Officers or  employees of the  Corporation  whom the
Director  reasonably  believes  to be  reliable  and  competent  in the  matters
presented;

           (b) counsel, public accountants,  or other persons as to matters that
the Director  reasonably  believes to be within that  person's  professional  or
expert competence; or

           (c) a  committee  of the Board upon which he does not serve and which
he reasonably  believes to merit confidence,  as to matters within the authority
designated  to it by the  Articles of  Incorporation  or the Bylaws.

A Director  shall not be  considered as acting in good faith if he has knowledge
concerning the matter in question that would cause the reliance  described above
to be  unwarranted.  A person who  performs his duties in  compliance  with this
section  shall have no liability  because of his being or having been a Director
of the Corporation.

Section 7.  Presumption of Assent.  A Director of the Corporation who is present
at a meeting of


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the  Board of  Directors  at which  action on any  corporate  matter is taken is
presumed to have  assented to the action unless he votes against it or expressly
abstains  from  voting on it. The  Secretary  of the meeting  shall  record each
abstention or negative vote in the minutes of the meeting.

Section  8.  Vacancies.  Vacancies  shall  be  filled  by the  Stockholders,  in
accordance with Article 6 Part (C) of the Articles of incorporation  and Article
II Section 4 (A) of these By-Laws.

Section  9.  Quorum  and  Voting.  A  majority  of the full  Board of  Directors
constitutes a quorum for the transaction of business. The act of the majority of
the  Directors  present  at a meeting at which a quorum is present is the act of
the Board of Directors.

Section 10. Executive and Other Committees. The Board of Directors by resolution
adopted by a majority of the full Board of Directors,  may designate  from among
its members an  executive  committee  and one or more other  committees  each of
which, to the extent provided in the resolution  shall have and may exercise all
the authority of the Board of Directors, except that no committee shall have the
authority to:

           (a) approve or recommend to Stockholders actions or proposal required
by law to be approved by Stockholders,

           (b) designate candidates for the office of Director, for the purposes
of proxy solicitation or otherwise,

           (c) fill  vacancies on the Board of Directors or any committee of the
Board,

           (d) amend the Bylaws,

           (e) authorize or approve the  reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors, or

           (f)  authorize  or  approve  the  issuance  or sale of  shares or any
contract to issue or sell


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shares or designate  the terms of a series or class of shares,  except as may be
provided by the Florida  General  Corporation  Act. The Board of  Directors,  by
resolution  adopted  according  to  this  section,  may  designate  one or  more
Directors as alternate members of any committee, who may act in the place of any
absent member at any meeting of that  committee.

Section 11.  Place of  Meetings.  Regular  and special  meetings by the Board of
Directors may be held within or outside the State of Florida.

Section 12. Regular Meetings.  A regular meeting of the Board of Directors shall
be held without notice other than this Bylaw immediately  after, and at the same
place as,  the  annual  meeting  of  Stockholders.  The Board of  Directors  may
provide, by resolution, the time and place for the holding of additional regular
meetings  without  notice  other  than  this  resolution.

Section 13. Special Meetings.  Special meetings of the Board of Directors may be
called by or at the request of the President or any two Directors. All meetings,
whether  regular or  special,  shall be held at 9:00 A.M.  unless in the case of
special meetings the notice states a different time.

Section 14. Notice of Meetings.  Written notice of the time and place of special
meetings  of the Board of  Directors  shall be given to each  Director by either
personal delivery or first-class United States mail,  telegram,  or cablegram at
least two days before the meeting. Notice of a meeting of the Board of Directors
need not be given to any Director who signs a waiver of notice  before,  during,
or after the meeting. Attendance of a Director at a meeting constitutes a waiver
of notice of that meeting and waiver of all  objections to the time and place of
the meeting, and the manner in which it was called or convened,  except when the
Director attends the meeting solely


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<PAGE>



to object,  at the  beginning of the  meeting,  to the  transaction  of 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
Board of  Directors  need be specified in the notice or waiver of notice of that
meeting.  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  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.

Section 15. Method of Meeting. Members of the Board of Directors may participate
in the  meeting  of the  Board by means of a  conference  telephone  or  similar
communications  equipment by which all persons  participating in the meeting can
hear  each  other at the same  time.  Participation  by such  means  constitutes
presence  in person at a meeting.

Section  16.  Action  Without a Meeting.  Any action  required  to be taken at a
meeting of the  Directors,  or any action  that may be taken at a meeting of the
Directors or a committee of the  Directors,  may be taken without a meeting if a
written  consent,  setting  forth the  action to be taken and  signed by all the
Directors or committee  members,  is filed in the minutes of the  proceedings of
the Boa rd or the committee.  All Directors  need not sign the same document.  A
unanimous, written consent has the same effect as a unanimous vote.

Section 17.  Director  Conflicts of Interest.  No contract or other  transaction
between  this  Corporation  and  one or  more  of  its  Directors  or any  other
corporation,  firm,  association or entity in which one or more of the Directors
are directors or officers or are financially interested, shall be either void or
voidable  because of that  relationship  or interest or because the  Director or
Directors


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<PAGE>



are  present  at the  meeting  of the Board of  Directors  or a  committee  that
authorizes,  approves or ratifies the contract or  transaction or because his or
their votes are counted for that purpose, if:

           (a) the  existence  of the  relationship  or interest is disclosed or
known to the Board of Directors  or  committee  that  authorizes,  approves,  or
ratifies the contract or  transaction  by a vote or consent  sufficient  for the
purpose, without counting the votes and consents of the interested Directors, or

           (b) the existence of the  relationship  or interest is disclosed,  or
known to the  Stockholders  entitled  to vote and they  authorize,  approve,  or
ratify the contract or transaction by vote or written consent, or

           (c) the  contract  or  transaction  is  fair  and  reasonable  to the
Corporation  at the time it is  authorized  by the Board,  a  committee,  or the
Stockholders.  Common or interested  Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee  that
authorizes, approves, or ratifies the contract or transaction.

                              ARTICLE III. OFFICERS

Section 1. Officers.  The Executive Officers of the Corporation shall consist of
a Chief Executive  Officer,  President,  a Secretary,  and a Treasurer,  and may
include one or more Executive and Senior Vice Presidents. The Executive Officers
shall be elected initially by the Board of Directors at the organization meeting
of Directors  and,  after that, at the first meeting of the Board  following the
annual  meeting of the  Stockholders  each year. The Board from time to time may
elect or appoint other officers (including Vice Presidents), Assistant Officers,
and agent, who shall have the authority


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<PAGE>



and perform such duties as the Board prescribes.  Each officer shall hold office
until his successor is appointed  and has qualified or until his earlier  death,
resignation,  or  removal  from  office.  One  person  may  hold any two or more
offices.  The failure to elect any officer shall not affect the existence of the
Corporation.

Section 2. President.  The President may also be the Chief Executive  Officer of
the  Corporation.  Subject to the  directions of the Board of Directors,  he has
general and active  management  of the business and affairs of the  Corporation,
and shall  preside at all meetings of the  Stockholders  and Board of Directors.
The duties,  powers and functions of the CEO and other officers shall be such as
is and has been  customary  for such CEO and  officers of the  corporation.  The
duties powers and functions of the CEO may not be changed except at a meeting of
the Stockholders held for such purpose by the affirmative vote of the holders of
shares  entitling them to exercise 2/3 of the voting power of the corporation on
such proposal.

Section 3. Vice  Presidents.  The  Executive  Vice  Presidents  and Senior  Vice
Presidents  have the  powers  and shall  perform  the  duties  that the Board of
Directors or the President  prescribes.  Unless the Board otherwise provides, if
the President is absent or unable to act, the  Executive  Vice  President  shall
perform all the duties and may exercise all the Powers of the President.  If the
Executive  Vice President is absent or unable to act, the Vice President who has
served in the  capacity  for the longest time and who is present and able to act
shall  perform all the duties and may exercise  all the powers of the  Executive
Vice  President.  Unless the Board otherwise  provides,  any Executive or Senior
Vice President may sign bonds,  deeds,  and contracts for the  Corporation  and,
with the Secretary or Assistant  Secretary,  may sign certificates for shares of
stock of the Corporation.


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<PAGE>



Section  4.  Secretary.  The  Secretary  shall  (a)  keep  the  minutes  of  the
Proceedings of the  Stockholders and the Board of Directors in one or more books
provided for that purpose,  (b) see that all notices are duly given according to
the  relevant  provisions  of these  Bylaws or as required by law,  (c) maintain
custody of the Corporate records and seal, attest the signatures of Officers who
execute  documents  on  behalf  of the  Corporation,  and  affix the seal to all
documents  that are executed on behalf of the  Corporation  under its seal,  (d)
keep a register  of each  Stockholder's  mailing  address  that the  Stockholder
furnishes to the  Secretary,  (e) sign with the  President  or a Vice  President
certificates for shares of stock of the  Corporation,  the issuance of which has
been  authorized  by  resolution  of the Board of  Directors,  (f) h ave general
charge  of the  stock  transfer  books of the  Corporation,  and (g) in  general
perform all duties  incident to the office of Secretary and such other duties as
the President or the Board of Directors from time to time prescribes.

Section 5. Treasurer.  The Treasurer shall (a) have charge and custody of and be
responsible  for all funds and  securities of the  Corporation,  (b) receive and
give receipts for all monies due and payable to the  Corporation and deposit all
monies in the name of the Corporation in the banks,  trust  companies,  or other
depositories selected by the Board of Directors,  and (c) in general perform all
the duties  incident  to the office of  Treasurer  and such other  duties as the
President  or the  Board of  Directors  from  time to time  assigns  to him.  If
required  by the Board of  Directors,  the  Treasurer  shall give a bond for the
faithful discharge of his duties in such sum and with such sureties as the Board
of Directors determines.

Section 6. Removal of Officers.  An Officer or agent elected or appointed by the
Board of Directors  may be removed by the Board or the Chief  Executive  Officer
whenever in the judgement of either,  his removal would serve the best interests
of the Corporation. Removal shall be without prejudice


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<PAGE>



to any contract rights of the person removed. The mere appointment of any person
as an  officer,  agent,  or  employee  of the  Corporation  does not  create any
contract rights. The Board of Directors may fill a vacancy in any office.

Section  7.  Salaries.  The Board of  Directors  from time to time shall fix the
salaries of the  Officer,  and no Officer  shall be prevented  from  receiving a
salary merely because he is also a Director of the Corporation.

                           ARTICLE IV. INDEMNIFICATION

Any person, or his heirs or personal representative who is made or threatened to
be made a party to any threatened,  pending,  or completed action or proceeding,
whether civil,  criminal,  administrative,  or investigative,  because he or his
testator or intestate is or was a Director,  officer, employee, or agent of this
Corporation  or serves or served  any other  Corporation  or  enterprise  in any
capacity  at the  request  of this  Corporation,  shall be  indemnified  by this
Corporation,  and this  Corporation may advance his related expenses to the full
extent permitted by law. The foregoing right of indemnification or reimbursement
shall not be  exclusive  of other  rights to which the person or his  heirs,  or
personal   representative  may  be  entitled.  The  Corporation  may,  upon  the
affirmative vote of a majority of its Board of Directors, purchase insurance for
the purpose of indemnifying these persons.  The insurance may be for the benefit
of all Directors, Officers, or employees.

                          ARTICLE V. STOCK CERTIFICATES

Section 1. Issuance. Every Stockholder of this Corporation is entitled to have a
certificate, evidencing all shares to which he is entitled. No certificate shall
be issued for any share until the share is fully paid.


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<PAGE>




Section 2. Form.  Certificates  evidencing  shares in this Corporation  shall be
signed by the  President or a Vice  President  and the Secretary or an Assistant
Secretary and may be sealed with the seal of this  Corporation or a facsimile of
the seal.  The  signatures  of the  foregoing  Officers may be facsimiles if the
certificate  is manually  signed on behalf of a transfer  agent or a  registrar,
other than the  Corporation  or an employee of the  Corporation.  If, before the
certificate is issued, any office holder who signed or whose facsimile signature
has been placed on the certificate  ceases to hold that office,  the certificate
may be issued and will be as  effective as if that person were an officer at the
date of issuance.  Every certificate evidencing shares that are restricted as to
the sale,  disposition,  or other  transfer shall (a) bear a legend stating that
those shares are restricted as to transfer and (b) the circumstances under which
the shares may be transferred.  Every certificate  evidencing shares shall state
on its face  (a) the  name of the  Corporation,  (b)  that  the  Corporation  is
organized  under the laws of  Florida,  (c) the name of the person or persons to
whom the  shares  are  issued,  (d) the  number  and  class of  shares,  (e) the
designation of the series, if any, that the certificate  evidences,  and (f) the
par value of each share  evidenced by the  certificate  or a statement  that the
shares have no par value.

Section 3. Lost, Stolen, or Destroyed Certificates.  The Corporation may issue a
new certificate in the place of any certificate  previously issued if the holder
of record of the  Corporation (a) makes proof in affidavit form that it has been
lost,  destroyed,  or  wrongfully  taken,  (b)  requests  the  issuance of a new
certificate  before the Corporation has notice the certificate has been acquired
by a purchaser for value in good faith and without  notice of any adverse claim,
(c) if requested by the Corporation,


                                      -19-

<PAGE>



gives  bond  in  such  form  as  the  Corporation   directs,  to  indemnify  the
Corporation, the transfer agent, and the registrar against any claim that may be
made because of the alleged loss,  destruction,  or theft of a certificate,  and
(d) satisfies any other reasonable requirements imposed by the Corporation.

                          ARTICLE VI. BOOKS AND RECORDS

Section 1. Records  Required.  This Corporation  shall keep correct and complete
books and records of account and minutes of the proceedings of its Stockholders,
Board  of  Directors,  and  committees  of  Directors,  and  shall  keep  at its
registered  office  or  principal  place of  business,  or at the  office of its
transfer agent or registrar, a record of its Stockholders,  giving the names and
addresses of all Stockholders,  and the number, class and series, if any, of the
shares held by each.

Section 2. Form. The Corporation's books, records, and minutes may be written or
kept in any  other  form  capable  of  being  converted  into  writing  within a
reasonable  time.

Section 3. Inspection.  Upon written demand, stating his purpose, any person who
has been a holder  of record of  either  shares  or  voting  trust  certificates
representing  shares of this  Corporation  for at least six  months  immediately
preceding his demand and who is the holder of record of shares, or the holder of
record  of  voting  trust  certificates  for,  at  least  five  percent  of  the
outstanding  shares of any class or series of this  Corporation may examine,  in
person or by agent or attorney,  at any reasonable  time for any proper purpose,
its relevant minutes, books and records of accounts, and records of Stockholders
and make  extracts from them.  This right of  inspection  does not extend to any
person  who is not  acting in good  faith or for a proper  purpose in making his
demand or who,  within  two years has (a) sold or  offered  for sale any list of
Stockholders or holders of voting trust  certificates  for shares of this or any
other Corporation, (b) aided or abetted any person in obtaining a list of


                                      -20-

<PAGE>



Stockholders or holders of voting trust  certificates  for that purpose,  or (c)
improperly  used any information  secured  through any prior  examination of the
minutes,  books and records of account,  or record of Stockholders or holders of
voting trust certificates for shares of this or any other  Corporation.

Section 4. Financial Reports. Unless modified by resolution of the Stockholders,
not later than four months after the close of each fiscal year,  which is July 1
through June 30th,  this  Corporation  shall  prepare a balance sheet showing in
reasonable detail the financial  condition of the Corporation as of the close of
its  fiscal  year and a profit and loss  statement  showing  the  results of its
operation  during its fiscal  year.  These  balance  sheets ,and profit and loss
statements  shall be (a) filed in the  registered  office of the  Corporation in
Florida,  (b) kept for at least five years, and (c) subject to inspection during
business  hours by any  Stockholder or holder of voting trust  certificates,  in
person or by agent. The Corporation shall mail a copy of the most recent balance
sheet and profit and loss statement to any Stockholder or holder of voting trust
certificates for shares of the Corporation, upon his written request.

                             ARTICLE VII. DIVIDENDS

The Board of Directors from time to time may declare,  and the  Corporation  may
pay,  dividends on the Corporation's  outstanding  shares in the manner and upon
the terms and conditions provided by law.

                               ARTICLE VIII. SEAL

The Corporate  seal shall have the name of the  Corporation  and the word "seal"
inscribed on it, and may be a facsimile, engraved, printed, or impression seal.


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<PAGE>


                              ARTICLE IX. AMENDMENT

These Bylaws may be repealed or amended,  and additional  Bylaws may be adopted,
by a majority vote of the Board of Directors,  all in accordance  and conformity
with the Articles of Incorporation,  and if any Bylaw is found to be in conflict
with the  Articles of  Incorporation  then the Articles of  Incorporation  shall
prevail.




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