<PAGE>

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             CATALINA LIGHTING, INC.

                             (a Florida Corporation)

                                    ARTICLE 1

                                   DEFINITIONS

      As used in these By-laws, unless the context otherwise requires, the term:

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

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

      l.3. "Assistant Treasurer" means an Assistant Treasurer of the
Corporation,

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

      1.5. "Business Corporation Act" means the Florida Business Corporation
Act, as amended from time to time.

      1.6. "By-laws" means the by-laws of the Corporation, as amended from time
to time.

      1.7. "Chief Executive Officer" means the Chief Executive Officer of the
Corporation.

      1.8. "Corporation" means CATALINA LIGHTING, INC.

      1.9. "Directors" means directors of the Corporation.

      1.10. "President" means the President of the Corporation.

      1.11. "Secretary" means the Secretary of the Corporation.

      1.12. "Shareholders" means shareholders of the Corporation.

      1.13. "Total number of directors" means the total number of directors
determined in accordance with Section 607.0803 of the Business Corporation Act
and Section 3.2 of the By-laws.

      1.14. "Treasurer" means the Treasurer of the Corporation.

      1.15. "Vice President" means Vice President of the Corporation.

      1.16. "Whole Board" means the total number of Directors of the
Corporation.
<PAGE>

                                    ARTICLE 2

                                  SHAREHOLDERS

      2.1. PLACE OF MEETINGS. Every meeting of shareholders shall be held at the
principal office of the Corporation or at such other place within or without the
state of Florida as shall be specified or fixed in the notice of such meeting or
in the waiver of notice thereof.

      2.2. ANNUAL MEETING. A meeting of shareholders shall be held annually for
the election of directors and the transaction of other business at such hour and
on such day as may be determined by the Board and designated in the notice of
meeting.

      2.3. DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
meeting of shareholders of the election of directors and the transaction of
other business is not held during the period specified in Section 2.2, the Board
shall call a meeting of shareholders for the election of directors and the
transaction of other business as soon thereafter as convenient.

      2.4. OTHER SPECIAL MEETINGS. A special meeting of shareholders (other than
a special meeting for the election of directors), unless otherwise prescribed by
statute, may be called at any time by a majority vote of the Board or by the
Chief Executive Officer or by the Secretary. At any special meeting of
shareholders only such business may be transacted as is related to the purpose
or purposes of such meeting set forth in the notice thereof given pursuant to
Section 2.6 of the By-laws.

      2.5. FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no such record date is fixed:

            2.5.1 The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held;

            2.5.2 The record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; provided that any shareholder of
record seeking to have the shareholders authorize or take corporate action by
written consent shall deliver to the Secretary of the Corporation a notice
setting forth the information required under Section 2.15 of these By-laws
respecting such proposed corporate action and requesting that the Board of
Directors fix a record date for purposes of determining shareholders entitled to
express consent to corporate action in writing, and the Board of Directors shall
promptly, but in all events within ten days after the date on which such a
request is received, adopt a resolution fixing the record date; provided,
further, that if no record date is set by the Board within ten days of the date
on which a notice and request


                                       2
<PAGE>

meeting the requirements of this Section 2.5.2 is received, the record date for
determining shareholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, 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, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action;

            2.5.3 The record date for determining shareholders for any purpose
other than those specified in Sections 2.5.1 and 2.5.2 shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.

      A determination of shareholders entitled to notice of or to vote at any
meeting of shareholders is effective for any adjournment of the meeting unless
the Board fixes a new record date for the adjourned meeting. If any meeting of
shareholders is adjourned to a date more than 120 days after the date fixed for
the original meeting, the Board shall fix a new record date for the adjourned
meeting.

      2.6. NOTICE OF MEETINGS OF SHAREHOLDERS. Except as otherwise provided in
Sections 2.5 and 2.7 of the By-laws, whenever under the Business Corporation Act
or the Articles of Incorporation or the By-laws, shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes which the meeting is called. A copy of the notice of any
meeting shall be given, personally or by mail, not less than ten nor more than
sixty days before the date of the meeting, to each shareholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the shareholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this section has
been given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted at the
meeting as originally called. If, however, after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.

      2.7. WAIVERS OF NOTICE. Whenever notice is required to be given to any
shareholder under any provision of the Business Corporation Act or the Articles
of Incorporation or the By-laws, a written waiver thereof, signed by the
shareholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice of such meeting, except when the shareholder
attends a meeting for the express purpose of objecting, which must occur at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the shareholders need be
specified in any written waiver of notice.

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


                                       3
<PAGE>

      2.9. QUORUM OF SHAREHOLDERS; ADJOURNMENT. At each meeting of shareholders,
the holders of a majority of the shares of stock entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of any business at such meeting, except to the extent
otherwise required by applicable law. Where a separate vote by a class or
classes of shareholders is required, the holders of a majority of the shares of
such class or classes then outstanding, present in person or represented by
proxy, shall constitute a quorum entitled to take such action with respect to
the vote on that matter, except to the extent otherwise required by applicable
law. The chairman of the meeting or the holders of a majority of the shares of
stock present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.

      2.10. VOTING; PROXIES. Unless otherwise provided in the Articles of
Incorporation every shareholder of record shall be entitled at every meeting of
shareholders to one vote for each share of capital stock standing in his name on
the record of shareholders determined in accordance with Section 2.5 of the
By-laws. If the Articles of Incorporation provide for more or less than one vote
for any shares, on any matter, every reference in the By-laws or the Business
Corporation Act to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock. The provisions of
Section 607.0721 of the Business Corporation Act shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in treating
the persons in whose names shares of capital stock stand on the record of
shareholders as owners thereof for all purposes. At any meeting of shareholders
(at which a quorum is present to organize the meeting), all matters, except as
otherwise provided by law or by the Articles of Incorporation or by the By-laws,
shall be decided by a majority of the votes cast at such meeting by the holders
of shares present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken. All
elections of directors shall be by written ballot unless otherwise provided in
the Articles of Incorporation. In voting on any other question on which a vote
by ballot is required by law or is demanded by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, votes may be cast orally. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy. The validity and enforceability of any proxy shall be determined in
accordance with Section 607.0722 of the Business Corporation Act.

      2.11. SELECTION AND DUTIES OF INSPECTORS AT MEETINGS OF SHAREHOLDERS. The
Board, in advance of any meeting of shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspector or inspectors shall make a report in writing of any
challenge, question or matter determining by him or them and execute a
certificate of any fact found by him or them. Any report or certificate made by
the inspector or inspectors shall be prima facie evidence of the facts stated
and of the vote as certified by him or them.


                                       4
<PAGE>

      2.12. ORGANIZATION. At every meeting of shareholders, the Chairman of the
Board, or in the absence of the Chairman of the Board, the Chief Executive
Officer, or in the absence of the Chief Executive Officer and the Chairman of
the Board, the President, or in the absence of the President and the Chairman of
the Board and the Chief Executive Officer, a Vice President, and in case more
than one Vice President shall be present, the Vice President designated by the
Board (or in the absence of any such designation, the most senior Vice
President, based on age, present), shall act as chairman of the meeting. The
Secretary, or in his absence one of the Assistant Secretaries, shall act as
secretary of the meeting.

      2.13. ORDER OF BUSINESS. The order of business at all meetings of
shareholders shall be as determined by the chairman of the meeting.

      2.14. WRITTEN CONSENT OF SHAREHOLDERS WITHOUT A MEETING. Unless otherwise
provided in the Articles of Incorporation, any action required by the Business
Corporation Act to be taken at any annual or special meeting of shareholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock 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. Notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those shareholders who
have consented in writing in accordance with the Business Corporation Act.

      2.15. NOMINATIONS AND SHAREHOLDER BUSINESS.

      (a) To be properly brought before an annual meeting of shareholders,
nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the shareholders at an annual
meeting of shareholders must be either (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (ii) otherwise properly
brought before the annual meeting by or at the direction of the Chief Executive
Officer, the Chairman of the Board of Directors or by vote of a majority of the
full Board of Directors, or (iii) otherwise brought before the annual meeting by
any shareholder of the Corporation who is a shareholder of record on the date of
the giving of the notice provided for in Section 2.5 who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 2.15.

      (b) For nominations or other business to be properly brought before an
annual meeting by a shareholder under this Section 2.15, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such business must be a proper subject for shareholder action under the
Business Corporation Act. To be timely, a shareholder's notice must be delivered
to the Secretary at the principal executive offices of the Corporation not less
than 120 days prior to the first anniversary of the date of the Corporation's
release of proxy materials to shareholders in connection with the previous
year's annual meeting; provided, however, that in the event the Corporation did
not conduct an annual meeting the previous year or if the date of the annual
meeting is advanced by more than 30 days or delayed by more than 30 days from
such anniversary date, then notice by the shareholder, in order to be timely,
must be delivered not later than the close of business on the later of the 120th
day prior to the annual meeting or the 10th day following the day on which the
date of the meeting is publicly announced. Such shareholder's notice must set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to


                                       5
<PAGE>

serving as a director if elected); (ii) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the shareholder giving the notice and the beneficial
owners, if any, on whose behalf the nomination or proposal is made (A) the name
and address of such shareholder, as they appear on the Corporation's books, and
of such beneficial owner, (B) the number of shares of the Corporation which are
owned (beneficially or of record) by such shareholder and such beneficial owner,
(C) a description of all arrangements or understandings between such shareholder
and such beneficial owner and any other person or persons (including their
names) in connection with the proposal of such business by such shareholder and
any material interest of such shareholder and of such beneficial owner in such
business, and (D) a representation that such shareholder or its agent or
designee intends to appear in person or by proxy at the annual meeting to bring
such business before the meeting.

      (c) Only such business may be conducted at a special meeting of
shareholders as has been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any shareholder of
the Corporation who is a shareholder of record at the time of giving the notice
required by this Section 2.15, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.15. Nominations
by shareholders of persons for election to the Board of Directors may be made at
such a special meeting of Shareholders if the shareholder's notice required by
this Section 2.15 is delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the later of
the 120th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting.

      (d) Only those persons who are nominated in accordance with the procedures
set forth in this Section 2.15 will be eligible for election as directors at any
meeting of shareholders. Only business brought before the meeting in accordance
with the procedures set forth in this Section 2.15 may be conducted at a meeting
of shareholders. The chairman of the meeting has the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section 2.15 and,
if any proposed nomination or business is not in compliance with this Section
2.15, to declare that such defective proposal shall be disregarded.

      (e) For purposes of this Section 2.15, "public announcement" shall include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, Business Wire, PR Newswire or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.

      (f) Notwithstanding the foregoing provisions of this Section 2.15, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.15. Nothing in this Section 2.15 shall be deemed to
remove any obligation of shareholders to comply with the requirements of Rule
14a-8 under the Exchange Act with respect to proposals requested to be included
in the Corporation's proxy statement pursuant to said Rule 14a-8.


                                       6
<PAGE>

                                    ARTICLE 3

                                    DIRECTORS

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

      3.2. NUMBER; QUALIFICATION; TERM OF OFFICE. The Board shall consist of one
or more members. The total number of directors may be changed from time to time
by action of the shareholders or by action of the Board. Directors need not be
shareholders. Each director shall hold office until his successor is elected and
qualified or until his earlier death, resignation or removal.

      3.3. ELECTION. Directors shall, except as otherwise required by law or by
the Articles of Incorporation, be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election.

      3.4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise provided
in the Articles of Incorporation, created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board for any
other reason, including the removal of directors without cause, may be filled by
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director, or may be elected by a plurality of the votes
cast by the holders of shares of capital stock entitled to vote in the election
at a special meeting of shareholders called for that purpose. A director elected
to fill a vacancy shall be elected to hold office until his successor is elected
and qualified, or until his earlier death, resignation or removal.

      3.5. RESIGNATIONS. Any director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.

      3.6. REMOVAL OF DIRECTORS. Subject to the provisions of Section 607.0842
of the Business Corporation Act, any or all of the directors may be removed with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors.

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

      3.8. PLACE AND TIME OF MEETINGS OF THE BOARD. Meetings of the Board,
regular or special, may be held at any place within or without the State of
Florida. The times and places for holding


                                       7
<PAGE>

meetings of the Board may be fixed from time to time by resolution of the Board
or (unless contrary to resolution of the Board) in the notice of the meeting.

      3.9. ANNUAL MEETINGS. On the day when and at the place where the annual
meeting of shareholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
of the By-laws for special meetings of the Board or in a waiver of notice
thereof.

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

      3.11. SPECIAL MEETINGS. Special meetings of the Board shall he held
whenever called by the Chairman of the Board, the Chief Executive Officer or the
Secretary or by any two or more directors. Notice of each special meeting of the
Board shall, if mailed, be addressed to each director at the address designated
by him for that purpose or, if none is designated, his last known address at
least two (2) days before the date on which the meeting is to held; or such
notice shall be sent to each director at least twenty-four (24) hours before the
date and time at which the meeting is to held at such address by telecopy,
telegraph, cable, wireless or personal delivery. Every such notice shall state
the time and place of the meeting but need not state the purpose of the meeting,
except to the extent required by law. If mailed, each notice shall be deemed
given when deposited, with postage thereon prepaid, in the United States mail.
Such mailing shall be by first class mail.

      3.12. ADJOURNED MEETINGS. A majority of the directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any director whether or not
present at the time of the adjournment. Any business may be transacted at any
adjourned meeting that might have been transacted at the meeting as originally
called.

      3.13. WAIVER OF NOTICE. Whenever notice is required to be given to any
director or member of a committee of directors under any provision of the
Business Corporation Act or of the Articles of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice.

      3.14. ORGANIZATION. At each meeting of the Board, the Chairman of the
Board, or in the absence of the Chairman the Chief Executive Officer, or in the
absence of both the Chairman and the Chief Executive Officer, a chairman chosen
by a majority of the directors present, shall preside. The Secretary shall act
as secretary at each meeting of the Board. In case the Secretary shall be absent
from any meeting of the Board, an Assistant Secretary shall perform the duties
of secretary at such meeting; and in the absence from any such meeting of the
Secretary and Assistant Secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.


                                       8
<PAGE>

      3.15. QUORUM OF DIRECTORS. A majority of the total number of directors
shall constitute a quorum for the transaction of business or any specified item
of business at any meeting of the Board.

      3.16. ACTION BY THE BOARD. All corporate action taken by the Board or any
committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.16 shall constitute presence in person at such meeting. Except as
otherwise provided by the Articles of Incorporation or by law, the vote of a
majority of the directors present (including those who participate by means of
conference telephone or similar communications equipment) at the time of the
vote, if a quorum is present at such time, shall be the act of the Board.

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

      The Board may, by resolution passed by a majority of the Whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority reserved to the Board of
Directors by the Business Corporation Act.

                                    ARTICLE 5

                                    OFFICERS

      5.1. OFFICERS. The Board shall elect such officers as it may determine.

      5.2. VACANCIES. A vacancy in an office because of death, resignation,
removal, disqualification or any other cause may be filled in the manner
prescribed in the By-laws for the regular election or appointment to such
office.

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

      5.4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if present,
preside at all meetings of the shareholders and at all meetings of the Board.


                                       9
<PAGE>

      5.5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the
chief executive officer of the Corporation and shall have general supervision
over the business of the Corporation, subject, however, to the control of the
Board and of any duly authorized committee of directors. He may, with the
Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer,
sign certificates for shares of capital stock of the Corporation. He may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the By-laws to some other
officer or agent of the Corporation, or shall be required by law otherwise to be
signed or executed; and in general, he shall perform all duties incident to the
office of Chief Executive Officer and such other duties as from time may be
assigned to him by the Board.

      5.6. PRESIDENT. The President shall have such duties as assigned by the
Chief Executive Officer and the Board and of any duly authorized committee of
directors. He may, with the Secretary or the Treasurer or an Assistant Secretary
or Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and execution thereof shall be expressly delegated by the Board or by
the By-laws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and in general, he shall
perform all duties incident to the office of President and such other duties as
from time may be assigned to him by the Board or the Chief Executive Officer.

      5.7. VICE PRESIDENTS. At the request of the Chief Executive Officer or, in
his absence, the President or, in his absence, at the request of the Board, the
Vice President shall (in such order as may be designated by the Board or, in the
absence of any such designation, in order of seniority based on age) perform all
of the powers of and be subject to all restrictions upon the President. Any Vice
President may also, with the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, sign certificates for shares of capital
stock of the Corporation; may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments authorized by the Board,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by the By-laws to some other officer or agent of the
Corporation, or shall be required by law otherwise to be signed or executed; and
shall perform such other duties as from time to time may be assigned to him by
the Board or by the President.

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

      5.9. TREASURER. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized


                                       10
<PAGE>

depositories of the Corporation signed in such manner as shall be determined in
accordance with any provisions of the By-laws, and be responsible for the
accuracy of the amounts of all moneys to disbursed; regularly enter or cause to
be entered in books to be kept by him or under his supervision a record of
moneys paid by him for the account of the Corporation; have the right to
require, from time to time, reports or statements giving such information as he
may desire with respect to any and all financial transactions of the Corporation
from officers or agents transacting the same; render to the President or the
Board, whenever the President or the Board, respectively, shall require him so
to do, an account of the financial condition of the Corporation and of all his
transactions as Treasurer; exhibit at all reasonable times his books of account
and other records to any of the directors upon application at the office of the
Corporation where such books and records are kept; in general, perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board or by the President; and have the power
to sign, with the President or a Vice President, certificates for shares of
capital stock of the Corporation.

      5.10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board, the Chief Executive Officer or the President. Assistant Secretaries and
Assistant Treasurers may, with the Chief Executive Officer, President or a Vice
President, sign certificates for shares of capital stock of the Corporation.

      5.11. OTHER OFFICERS. The Board may from time to time elect such other
officers as the business of the Corporation may require, including a Chief
Financial Officer and a Chief Operating Officer, each of whom shall hold office
for such period, have such authority, and perform such duties as are provided
from time to time by the Board, the Chief Executive Officer or the President.

      5.12. RESIGNATIONS. Any officer may resign at any time by giving written
notice of resignation to the Board or to the Chief Executive Officer or the
President of the Corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

      5.13. REMOVAL. Any officer, employee or agent of the Corporation may be
removed, either for or without cause, by the Board or other authority which
elected or appointed such officer, employee or agent.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

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

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


                                       11
<PAGE>

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

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

                                    ARTICLE 7

                              STOCKS AND DIVIDENDS

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

      7.2. TRANSFER OF SHARES. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock property endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
shareholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.

      7.3. TRANSFER AND REGISTRY AGENTS. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.

      7.4. LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder of any
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the


                                       12
<PAGE>

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

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

      7.6. DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the Articles of
Incorporation and of the law, the Board:

            7.6.1 May declare and pay dividends or make other distributions on
the outstanding shares of capital stock in such amounts and at such time or
times as, in its discretion, the condition of the affairs of the Corporation
shall render advisable;

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

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

                                    ARTICLE 8

                                 INDEMNIFICATION

      8.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent and in the manner set forth in and permitted by
the Business Corporation Act, and any other applicable law, as from time to time
in effect, if such officer or director acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reason to believe his or her conduct was unlawful. Such right of indemnification
shall not be deemed exclusive of any other rights to which such director or
officer may be entitled apart from the foregoing provisions. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not adhere to the applicable standard of care
set forth above. The foregoing provisions of this Section 8.1 shall be deemed to
be a contract between the Corporation and each director and officer who serves
in such capacity at any time while this Article 8 and the relevant provisions of
the Business Corporation Act and other applicable laws if any, are in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore


                                       13
<PAGE>

existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.

      8.2. INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was an employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the Business Corporation Act, and any other applicable law, as from
time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which any such person may be entitled apart
from the foregoing provisions.

      8.3. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of Section 8.1 and 8.2
of the By-laws or under Section 607.014 of the Business Corporation Act or any
other provision of law.

      8.4 SEVERABILITY. If this Article 8 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each person as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article 8 that shall not have been invalidated and to the
fullest extent permitted by applicable law.

      8.5 SUBROGATION. In the event of payment of indemnification, the
Corporation shall be subrogated to the extent of such payment to any right of
recovery such person may have and such person, as a condition of receiving
indemnification from the Corporation, shall execute all documents and do all
things that the Corporation may deem necessary or desirable to perfect such
right of recovery, including the execution of such documents necessary to enable
the Corporation to effectively enforce any such recovery.

      8.6 ADVANCE PAYMENT OF EXPENSES. Expenses (including attorneys' fees)
incurred by a person who is or was a director or an officer of the Corporation
in defending a civil or criminal proceeding shall be paid by the Corporation in
advance of the final disposition of such proceeding to the extent permitted by
the Business Corporation Act.

                                    ARTICLE 9

                                BOOKS AND RECORDS

      9.1. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
shareholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Articles of Incorporation or at the office
of the transfer agent or registrar of the Corporation, a record containing the


                                       14
<PAGE>

names and addresses of all shareholders, the number and class of shares held by
each and the dates when they respectively became the owners of record thereof.

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

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

                                   ARTICLE 10

                                      SEAL

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

                                   ARTICLE 11

                                   FISCAL YEAR

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

                                   ARTICLE 12

                              VOTING OF SHARES HELD

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


                                       15
<PAGE>

                                   ARTICLE 13

                                   AMENDMENTS

      The By-laws may be altered, amended, supplemented or repealed, or new
By-laws may be adopted, by vote of a majority of holders of shares of the
Corporation's capital stock entitled to vote in the election of directors. The
By-laws may be altered, amended, supplemented or repealed, or new By-laws may be
adopted, by a majority vote of the Board. Any By-laws adopted, altered, amended,
or supplemented by the Board may be altered, amended, or supplemented or
repealed by the shareholders entitled to vote thereon.


                                       16