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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                      TROPICAL SPORTSWEAR INT'L CORPORATION

                             A FLORIDA CORPORATION)

                           As Amended on May 24, 2002

 ARTICLE 1 DEFINITIONS.........................................................3

 1.1 DEFINITIONS...............................................................3

 ARTICLE 2 OFFICES.............................................................3

 2.1 PRINCIPAL AND BUSINESS OFFICES............................................3

 2.2 REGISTERED OFFICE.........................................................3

 ARTICLE 3 SHAREHOLDERS........................................................3

 3.1 ANNUAL MEETING............................................................3

 3.2 SPECIAL MEETINGS..........................................................5

 3.3 PLACE OF MEETING..........................................................5

 3.4 NOTICE OF MEETING.........................................................5

 3.5 WAIVER OF NOTICE..........................................................6

 3.6 FIXING OF RECORD DATE.....................................................6

 3.7 SHAREHOLDERS' LIST OF MEETINGS............................................7

 3.8 QUORUM....................................................................8

3.9 VOTING OF SHARES..........................................................9

3.10 VOTE REQUIRED............................................................9

3.11 CONDUCT OF MEETING.......................................................9

3.12 INSPECTORS OF ELECTION...................................................9

3.13 PROXIES.................................................................10

3.14 ACTION BY SHAREHOLDERS WITHOUT MEETING..................................10

3.15 ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION....................11

ARTICLE 4 BOARD OF DIRECTORS.................................................12

4.1 GENERAL POWERS AND NUMBER................................................12

4.2 QUALIFICATIONS...........................................................12

4.3 TERM OF OFFICE...........................................................12

4.4 NOMINATIONS OF DIRECTORS.................................................13

4.5 REMOVAL..................................................................14

4.6 RESIGNATION..............................................................15

4.7 VACANCIES................................................................15

 4.8 COMPENSATION.............................................................15

 4.9 REGULAR MEETINGS.........................................................16

4.10 SPECIAL MEETINGS........................................................16

4.11 NOTICE..................................................................16

4.12 WAIVER OF NOTICE........................................................16

4.13 QUORUM AND VOTING.......................................................16

4.14 CONDUCT OF MEETINGS.....................................................17

4.15 COMMITTEES..............................................................17

4.16 ACTION WITHOUT MEETING..................................................19

ARTICLE 5 OFFICERS...........................................................19

 5.1 NUMBER...................................................................19

5.2 ELECTION AND TERM OF OFFICE..............................................19

5.3 REMOVAL..................................................................19

5.4 RESIGNATION..............................................................19

5.5 VACANCIES................................................................20

5.6 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER........................20

5.7 VICE CHAIRMAN OF THE BOARD AND EXECUTIVE VICE PRESIDENT..................20

5.8 PRESIDENT................................................................21

5.9 VICE PRESIDENTS..........................................................22

5.10 SECRETARY...............................................................22

5.11 TREASURER...............................................................22

5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS..........................23

5.13 OTHER ASSISTANTS AND ACTING OFFICERS....................................23

5.14 SALARIES................................................................23

ARTICLE 6 CONTRACTS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS.............23

6.1 CONTRACTS................................................................23

6.2 CHECKS, DRAFTS, ETC......................................................24

6.3 DEPOSITS.................................................................24

6.4 VOTING OF SECURITIES OWNED BY CORPORATION................................24

ARTICLE 7 CERTIFICATES FOR SHARES; TRANSFER OF SHARES........................24

 7.1 CONSIDERATION FOR SHARES.................................................24

7.2 CERTIFICATES FOR SHARES..................................................25

7.3 TRANSFER OF SHARES.......................................................25

7.4 RESTRICTIONS ON TRANSFER.................................................26

7.5 LOST, DESTROYED, OR STOLEN CERTIFICATES..................................26

7.6 STOCK REGULATIONS........................................................26

ARTICLE 8 SEAL...............................................................26

 8.1 SEAL.....................................................................26

 ARTICLE 9 BOOKS AND RECORDS..................................................26

 9.1 BOOKS AND RECORDS........................................................26

 9.2 SHAREHOLDERS' INSPECTION RIGHTS..........................................27

 9.3 DISTRIBUTION OF FINANCIAL INFORMATION....................................27

 9.4 OTHER REPORTS............................................................27

 ARTICLE 10 INDEMNIFICATION...................................................27

 10.1 PROVISION OF INDEMNIFICATION............................................27

 ARTICLE 11 AMENDMENTS........................................................28

 11.1 POWER TO AMEND..........................................................28

                                    ARTICLE 1
                                   DEFINITIONS

Section 1.1  Definitions.     The  following  terms  shall  have  the  following
meanings for purposes of these Amended and Restated Bylaws:

"Act" means the Florida Business Corporation Act,  as it  may  be  amended  from
time to time, or any successor legislation thereto.

"Corporation"   means   Tropical   Sportswear   Int'l  Corporation,   a  Florida
corporation.

"Deliver"  or   "delivery"  includes  delivery  by  hand;  United  States  mail;
facsimile,  telegraph,  teletype or other form of electronic transmission,  with
written  confirmation  or other  acknowledgment  of receipt;  and  private  mail
carriers handling nationwide mail services.

"Principal office"  means  the office (within or without  the State of  Florida)
where  the  Corporation's principal executive offices are located, as designated
in the Amended and Restated Articles of Incorporation until an annual report has
been filed with the Florida  Department of State,  and  thereafter as designated
in the annual report.

                                    ARTICLE 2
                                     OFFICES

Section 2.1  Principal and  Business  Offices.   The  Corporation  may have such
principal  and other  business  offices,  either  within or without the State of
Florida,  as the Board of  Directors  may  designate  or as the  business of the
Corporation may require from time to time.

Section 2.2  Registered  Office.   The  registered  office  of  the  Corporation
required by the Act to be maintained in the State of Florida may but need not be
identical with the principal office if located in the State of Florida,  and the
address of the  registered  office may be changed from time to time by the Board
of Directors or by the registered  agent.  The business office of the registered
agent of the Corporation shall be identical to such registered office.

                                    ARTICLE 3
                                  SHAREHOLDERS

Section 3.1 Annual Meeting.

(a) Call by Directors.   The  annual  meeting  of  shareholders  shall  be  held
within four months after the close of each fiscal year of the  Corporation  on a
date and at a time and  place  designated  by the  Board of  Directors,  for the
purpose of electing  directors and for the transaction of such other business as
may come before the meeting.  If the election of directors  shall not be held on
the day fixed as herein provided for any annual meeting of  shareholders,  or at
any adjournment  thereof,  the Board of Directors shall cause the election to be
held at a special  meeting of shareholders as soon thereafter as is practicable.
The  failure to hold the  annual  meeting  of the  shareholders  within the time
stated in these Amended and Restated Bylaws shall not affect the terms of office
of the officers or directors of the Corporation or the validity of any corporate
action.

(b)  Business  At  Annual  Meeting.  At an annual meeting of the shareholders of
the  Corporation,  only such  business  shall be  conducted  as shall  have been
properly  brought  before the meeting.  To be properly  brought before an annual
meeting,  business  must be (1)  specified  in the  notice  of  meeting  (or any
supplement thereto) given by or at the direction of the Board of Directors,  (2)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of Directors,  or (3) otherwise  properly  brought before the meeting by a
shareholder.  For business to be properly  brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's notice shall be
received at the principal  business  office of the Corporation no later than the
date  designated  for  receipt  of  shareholders'  proposals  in a prior  public
disclosure  made by the  Corporation.  If there  has been no such  prior  public
disclosure,  then to be timely,  a shareholder's  notice must be delivered to or
mailed and received at the principal business office of the Corporation not less
than sixty (60) days nor more than ninety (90) days prior to the annual  meeting
of  shareholders;  provided,  however,  that in the event that less than seventy
(70) days' notice of the date of the meeting is given to  shareholders by notice
or prior public disclosure,  notice by the shareholders,  to be timely,  must be
received  by the  Corporation  not later than the close of business on the tenth
day  following  the day on which the  Corporation  gave  notice or made a public
disclosure  of  the  date  of  the  annual  meeting  of  the   shareholders.   A
shareholder's  notice to the  Secretary  shall set forth as to each  matter  the
shareholder  proposes to bring before the annual meeting (a) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's stock books, of the shareholders proposing such
business,  (c) the class and  number  of  shares  of the  Corporation  which are
beneficially  owned  by  the  shareholder,  (d)  any  material  interest  of the
shareholder in such business,  and (e) the same information  required by clauses
(b),  (c) and (d) above  with  respect  to any other  shareholder  that,  to the
knowledge of the  shareholder  proposing such business,  supports such proposal.
Notwithstanding  anything in these Amended and Restated  Bylaws to the contrary,
no business shall be conducted at an annual  meeting  except in accordance  with
the  procedures  set forth in this Section . The  Chairman of an annual  meeting
shall, if the facts warrant,  determine and declare to the annual meeting that a
matter of business was not  properly  brought  before the meeting in  accordance
with the  provisions  of this Section , and if the Chairman  shall so determine,
the Chairman  shall so declare at the meeting and any such business not properly
brought before the meeting shall not be transacted.

Section 3.2 Special Meetings.

(a)  Call   by   Directors  or   Executive   Officers.     Special  meetings  of
shareholders of the Corporation,  for any purpose or purposes,  may be called by
any four (or more)  members of the Board of  Directors  or the  Chairman  of the
Board and Chief Executive Officer of the Corporation.

(b)  Call by Shareholders.   The  Corporation  shall  call  a special meeting of
shareholders in the event that the holders of not less than twenty-five  percent
(25%) of the total  number of votes of the then  outstanding  shares of  capital
stock  of  the  Corporation  entitled  to  vote  generally  in the  election  of
directors,  voting  together as a single class,  sign,  date, and deliver to the
Secretary  one or more written  demands for the meeting  describing  one or more
purposes for which it is to be held. The Corporation shall give notice of such a
special  meeting  within  sixty  (60) days  after  the date  that the  demand is
delivered to the Corporation.

Section 3.3  Place  of  Meeting.   The  Board of  Directors  may  designate  any
place,  either  within or without the State of Florida,  as the place of meeting
for any annual or special  meeting of  shareholders.  If no designation is made,
the place of meeting shall be the principal office of the Corporation.

Section 3.4 Notice of Meeting.

(a) Content and Delivery.   Written  notice  stating  the  date, time, and place
of any  meeting  of  shareholders  and,  in the case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days nor more than sixty days  before the date of the  meeting by or at
the direction of the Chief Executive Officer, the President,  the Executive Vice
President or the Secretary,  or the officer or persons duly calling the meeting,
to each shareholder of record entitled to vote at such meeting and to such other
persons as required by the Act. Unless the Act requires otherwise,  notice of an
annual  meeting  need not include a  description  of the purpose or purposes for
which the  meeting is called.  If  mailed,  notice of a meeting of  shareholders
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed  to the  shareholder  at his or her address as it appears on the stock
record books of the Corporation, with postage thereon prepaid.

(b)  Notice  of  Adjourned  Meetings.    If  an  annual or  special  meeting  of
shareholders is adjourned to a different date,  time, or place,  the Corporation
shall not be required to give notice of the new date,  time, or place if the new
date, time, or place is announced at the meeting before  adjournment;  provided,
however, that if a new record date for an adjourned meeting is or must be fixed,
the  Corporation  shall give notice of the adjourned  meeting to persons who are
shareholders  as of the new  record  date  who are  entitled  to  notice  of the
meeting.

(c)  No  Notice  Under  Certain  Circumstances.    Notwithstanding   the   other
provisions of this Section, no notice of a meeting of shareholders need be given
to a  shareholder  if:  (1)  an  annual  report  and  proxy  statement  for  two
consecutive  annual  meetings  of  shareholders,  or (2) all,  and at least two,
checks in payment of dividends or interest on securities  during a  twelve-month
period have been sent by  first-class,  United  States  mail,  addressed  to the
shareholder  at his or her address as it appears on the share  transfer books of
the Corporation,  and returned undeliverable.  The obligation of the Corporation
to give  notice of a  shareholders'  meeting  to any such  shareholder  shall be
reinstated once the Corporation has received a new address for such  shareholder
for entry on its share transfer books.

Section 3.5 Waiver of Notice.

(a)  Written  Waiver.   A shareholder  may waive  any notice required by the Act
or these  Amended and Restated  Bylaws  before or after the date and time stated
for the meeting in the notice.  The waiver shall be in writing and signed by the
shareholder  entitled to the notice,  and be  delivered to the  Corporation  for
inclusion  in the  minutes or filing  with the  corporate  records.  Neither the
business to be transacted  at nor the purpose of any regular or special  meeting
of shareholders need be specified in any written waiver of notice.

(b) Waiver by Attendance.  A shareholder's  attendance  at a meeting,  in person
or  by  proxy,  waives  objection  to  all  of the following: (1) lack of notice
or defective  notice of the meeting,  unless the shareholder at the beginning of
the  meeting  objects to holding  the  meeting or  transacting  business  at the
meeting; and (2) consideration of a particular matter at the meeting that is not
within the  purpose or purposes  described  in the  meeting  notice,  unless the
shareholder objects to considering the matter when it is presented.

Section 3.6 Fixing of Record Date.

(a) General.  The  Board  of  Directors  may fix in advance a date as the record
date for the  purpose  of  determining  shareholders  entitled  to  notice  of a
shareholders'  meeting,  entitled to vote, or take any other action. In no event
may a record date fixed by the Board of Directors be a date  preceding  the date
upon which the resolution  fixing the record date is adopted or a date more than
seventy days before the date of meeting or action  requiring a determination  of
shareholders.

(b) Special Meeting.  The  record  date  for  determining  shareholders entitled
to demand a special meeting shall be the close of business on the date the first
shareholder delivers his or her demand to the Corporation.

(c) Shareholder  Action  by  Written Consent.   If  no  prior action is required
by the Board of Directors  pursuant to the Act, the record date for  determining
shareholders  entitled  to take action  without a meeting  shall be the close of
business on the date the first signed written consent with respect to the action
in question is delivered to the Corporation,  but if prior action is required by
the Board of Directors  pursuant to the Act, such record date shall be the close
of business on the date on which the Board of  Directors  adopts the  resolution
taking such prior action unless the Board of Directors  otherwise fixes a record
date. Any action of the shareholders of the Corporation  taken without a meeting
shall be effected  only upon the written  consent of the holders of  outstanding
capital stock of the  Corporation  of each voting group entitled to vote thereon
having not less than the  minimum  number of votes with  respect to each  voting
group that would be  necessary  to authorize or take such action at a meeting at
which all voting  groups and shares  entitled to vote  thereon  were present and
voted.

(d) Absence of Board Determination  for  Shareholders'  Meeting.  If  the  Board
of Directors  does not  determine the record date for  determining  shareholders
entitled to notice of and to vote at an annual or special shareholders' meeting,
such  record  date  shall be the close of  business  on the day before the first
notice with respect thereto is delivered to shareholders.

(e) Adjourned Meeting.   A record date for determining  shareholders entitled to
notice  of  or  to  vote  at  a  shareholders'  meeting  is  effective  for  any
adjournment  of the  meeting  unless the Board of  Directors  fixes a new record
date,  which it must do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.

Section 3.7 Shareholders' List for Meetings.

(a)  Preparation  and  Availability.   After  a  record  date  for  a meeting of
shareholders has been fixed, the Corporation  shall prepare an alphabetical list
of the names of all of the shareholders  entitled to notice of the meeting.  The
list  shall be  arranged  by class or series  of  shares,  if any,  and show the
address of and  number of shares  held by each  shareholder.  Such list shall be
available for  inspection by any  shareholder  for a period of ten days prior to
the  meeting or such  shorter  time as exists  between  the record  date and the
meeting date, and continuing through the meeting, at the Corporation's principal
office,  at a place  identified  in the  meeting  notice  in the city  where the
meeting will be held, or at the office of the  Corporation's  transfer  agent or
registrar,  if any. A  shareholder  or his or her agent may, on written  demand,
inspect  the  list,  subject  to the  requirements  of the Act,  during  regular
business hours and at his or her expense, during the period that it is available
for  inspection  pursuant to this Section.  A  shareholder's  written  demand to
inspect the list shall describe with  reasonable  particularity  the purpose for
inspection of the list, and the  Corporation  may deny the demand to inspect the
list if the Secretary  determines that the demand was not made in good faith and
for a proper  purpose or if the list is not directly  connected with the purpose
stated in the shareholder's  demand,  all subject to the requirements of Section
607.1602(3) of the Act.  Notwithstanding  anything  herein to the contrary,  the
Corporation shall make the shareholders' list available at any annual meeting or
special  meeting  of  shareholders  and any  shareholder  or his or her agent or
attorney may inspect the list at any time during the meeting or any  adjournment
thereof.

(b) Prima Facie Evidence.  The shareholders' list is prima facie evidence of the
identity of shareholders entitled to examine the  shareholders'  list or to vote
at a meeting of shareholders.

(c) Failure to Comply.   If  the  requirements  of  this  Section  have not been
substantially   complied  with,  or  if  the  Corporation  refuses  to  allow  a
shareholder  or his or her agent or attorney to inspect the  shareholders'  list
before or at the  meeting,  on the  demand of any  shareholder,  in person or by
proxy, who failed to get such access,  the meeting shall be adjourned until such
requirements are complied with.

(d) Validity of Action Not Affected.   Refusal  or  failure  to  prepare or make
available  the  shareholders'  list shall not affect the  validity of any action
taken at a meeting of shareholders.

Section 3.8 Quorum.

(a) What Constitutes a Quorum.   Shares  entitled  to  vote as a separate voting
group may take action on a matter at a meeting  only if a quorum of those shares
exists with respect to that  matter.  If the  Corporation  has only one class of
stock  outstanding,  such class shall  constitute  a separate  voting  group for
purposes of this Section. Except as otherwise provided in the Act, a majority of
the votes  entitled to be cast on the matter  shall  constitute  a quorum of the
voting group for action on that matter.

(b) Presence of Shares.  Once  a  share is  represented  for  any  purpose  at a
meeting,  other than for the  purpose of  objecting  to holding  the  meeting or
transacting  business at the meeting,  it is considered  present for purposes of
determining whether a quorum exists for the remainder of the meeting and for any
adjournment  of that meeting  unless a new record date is or must be set for the
adjourned meeting.

(c)  Adjournment in Absence of Quorum.   Where  a  quorum  is  not present,  the
holders of a majority  of the shares  represented  and who would be  entitled to
vote at the meeting if a quorum were  present may adjourn such meeting from time
to time.

Section  3.9  Voting of  Shares.   Except  as   provided   in  the  Amended  and
Restated  Articles  of  Incorporation  or  the  Act,  each  outstanding   share,
regardless  of  class,  is  entitled  to one vote on each  matter  voted on at a
meeting of shareholders.

Section 3.10 Vote Required.

(a) Matters Other Than Election of Directors.  If  a  quorum exists,  except  in
the case of the election of directors, action on a matter shall be approved by a
majority  of the votes cast at such  meeting,  unless the Act or the Amended and
Restated  Articles  of  Incorporation  require a greater  number of  affirmative
votes.

(b) Election of  Directors.   Except  as  provided  in  the Amended and Restated
Articles of Incorporation,  each director shall be elected by a plurality of the
votes cast by the shares  entitled  to vote in the  election of  directors  at a
meeting at which a quorum is present.  Each  shareholder who is entitled to vote
at an election of directors  has the right to vote the number of shares owned by
him  or  her  for  as  many  persons  as  there  are  directors  to be  elected.
Shareholders do not have a right to cumulate their votes for directors.

Section 3.11 Conduct of Meeting.  The  Chairman  of  the  Board of Directors and
Chief  Executive  Officer,  or in his or her absence,  the Vice  Chairman of the
Board of Directors and Executive Vice President,  or in his or her absence,  the
President,  or in his or her absence,  a Vice  President  in the order  provided
under the Section of these Amended and Restated Bylaws titled "Vice Presidents,"
or in their absence,  any person chosen by the shareholders present shall call a
shareholders'  meeting  to order  and  shall  act as  presiding  officer  of the
meeting,  and the  Secretary  of the  Corporation  shall act as secretary of all
meetings  of the  shareholders,  but,  in the  absence  of  the  Secretary,  the
presiding  officer  may  appoint  any other  person to act as  secretary  of the
meeting.  The presiding  officer of the meeting  shall have broad  discretion in
determining  the order of business at a  shareholders'  meeting.  The  presiding
officer's  authority  to conduct the  meeting  shall  include,  but in no way be
limited  to,  recognizing  shareholders  entitled  to  speak,  calling  for  the
necessary  reports,  stating  questions and putting them to a vote,  calling for
nominations,  and announcing the results of voting.  The presiding  officer also
shall take such actions as are necessary and  appropriate  to preserve  order at
the meeting.  The rules of  parliamentary  procedure need not be observed in the
conduct of shareholders' meetings.

Section 3.12 Inspectors of  Election.   Inspectors of election  may be appointed
by the Board  of Directors  to act at any meeting of  shareholders  at which any
vote is taken.  If  inspectors of election  are not so appointed,  the presiding
officer of the meeting may, and on the  request  of any  shareholder shall, make
such appointment.  Each inspector,  before entering upon the discharge of his or
her  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 or her ability.  The  inspectors  of election shall  determine the number of
shares  outstanding,  the  voting  rights  with  respect  to  each,  the  shares
represented  at the meeting,  the existence of a quorum,  and the  authenticity,
validity, and effect of proxies; receive votes, ballots,  consents, and waivers;
hear and determine all challenges and questions  arising in connection  with the
vote;  count and  tabulate  all votes,  consents,  and  waivers;  determine  and
announce  the result;  and do such acts as are proper to conduct the election or
vote with fairness to all shareholders.  No inspector,  whether appointed by the
Board of Directors or by the person acting as presiding  officer of the meeting,
need be a  shareholder.  The  inspectors may appoint and retain other persons or
entities  to assist  the  inspectors  in the  performance  of the  duties of the
inspectors.  On request of the person  presiding at the meeting,  the inspectors
shall make a report in writing of any challenge,  question or matter  determined
by them and execute a certificate of any fact found by them.

Section 3.13 Proxies.

(a) Appointment.   At  all  meetings  of  shareholders,  a  shareholder may vote
his or her shares in person or by proxy.  A  shareholder  may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her  attorney-in-fact.  If an appointment form expressly
provides,  any proxy holder may appoint,  in writing, a substitute to act in his
or her place. A telegraph,  telex, or a cablegram, a facsimile transmission of a
signed  appointment  form,  or  a  photographic,   photostatic,   or  equivalent
reproduction of a signed appointment form is a sufficient appointment form.

(b) When Effective.  An appointment of a proxy is effective when received by the
Secretary   or  other  officer  or  agent  of  the  Corporation  authorized   to
tabulate  votes.  An  appointment is valid for up to eleven (11) months unless a
longer period is expressly provided in the appointment form. An appointment of a
proxy is revocable by the shareholder  unless the appointment form conspicuously
states that it is irrevocable and the appointment is coupled with an interest.

Section 3.14 Action by Shareholders Without Meeting.

(a) Requirements  for Written Consent.   Any action required or permitted by the
Act to be taken at any annual or special meeting  of  shareholders  may be taken
without  a  meeting,  without prior  notice,  and  without a vote if one or more
written  consents  describing  the action taken shall be signed and dated by the
holders of  outstanding  capital stock of the  Corporation  of each voting group
entitled to vote thereon  having not less than the minimum  number of votes with
respect to each voting  group that would be  necessary to authorize or take such
action at a meeting at which all  voting  groups  and  shares  entitled  to vote
thereon were present and voted. Such consents must be delivered to the principal
office of the  Corporation  in Florida,  the  Corporation's  principal  place of
business,  the Secretary,  or another officer or agent of the Corporation having
custody  of the books in which  proceedings  of  meetings  of  shareholders  are
recorded.  No written  consent shall be effective to take the  corporate  action
referred to therein  unless,  within sixty (60) days of the date of the earliest
dated consent  delivered in the manner required herein,  written consents signed
by  the  number  of  holders  required  to  take  action  are  delivered  to the
Corporation by delivery as set forth in this Section.

(b)  Revocation  of Written  Consents.  Any written  consent may be revoked
prior to the date that the Corporation  receives the required number of consents
to authorize the proposed  action.  No revocation is effective unless in writing
and until received by the Corporation at its principal  office in Florida or its
principal  place of business,  or received by the  Secretary or other officer or
agent  having  custody  of  the  books  in  which  proceedings  of  meetings  of
shareholders are recorded.

(c) Same Effect as Vote at Meeting.  A  consent  signed  under  this Section has
the  effect  of a meeting  vote and may be  described  as such in any  document.
Whenever  action is taken by  written  consent  pursuant  to this  Section,  the
written consent of the shareholders consenting thereto or the written reports of
inspectors  appointed to tabulate such consents  shall be filed with the minutes
of proceedings of shareholders.

Section 3.15  Acceptance  of Instruments  Showing  Shareholder Action.   If  the
name signed on a vote, consent,  waiver, or proxy appointment corresponds to the
name of a shareholder,  the Corporation, if acting in good faith, may accept the
vote,  consent,  waiver, or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of a shareholder,  the Corporation, if acting in
good faith, may accept the vote, consent,  waiver, or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

(a) The  shareholder  is  an  entity and  the name signed purports to be that of
an officer or agent of the entity;

(b) The name signed purports to be that of a administrator, executor,  guardian,
personal representative, or conservator representing the shareholder and, if the
the  Corporation  requests,  evidence  of  fiduciary  status  acceptable  to the
Corporation is presented  with respect to the vote,  consent,  waiver,  or proxy
appointment;

(c) The  name  signed  purports   to  be  that  of  a  receiver  or  trustee  in
bankruptcy,  or assignee for the benefit of creditors of the shareholder and, if
the Corporation requests,  evidence of this status acceptable to the Corporation
is presented with respect to the vote, consent, waiver, or proxy appointment;

(d) The  name  signed  purports  to  be that of a pledgee,  beneficial owner, or
attorney-in-fact of the shareholder and, if the Corporation  requests,  evidence
acceptable  to the  Corporation  of the  signatory's  authority  to sign for the
shareholder is presented  with respect to the vote,  consent,  waiver,  or proxy
appointment; or

(e) Two  or  more  persons  are  the shareholder as cotenants or fiduciaries and
the name signed purports to be the name of at least one of the co-owners and the
person signing appears to be acting on behalf of all co-owners.  The Corporation
may reject a vote,  consent,  waiver,  or proxy  appointment if the Secretary or
other officer or agent of the  Corporation  who is authorized to tabulate votes,
acting in good faith,  has reasonable  basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the shareholder.

                                    ARTICLE 4
                               BOARD OF DIRECTORS

Section  4.1 General  Powers and  Number.   All   corporate   powers   shall  be
exercised  by or under the  authority  of, and the  business  and affairs of the
Corporation  managed  under  the  direction  of,  the  Board of  Directors.  The
Corporation  shall  have  eight  (8)  directors  initially  (seven  (7) if David
Garza-Santos is automatically  removed as a director  pursuant to Section 4.7 of
the Corporation's Amended and Restated Articles of Incorporation). The number of
directors may be increased or decreased  from time to time by vote of a majority
of the Board of  Directors,  but shall never be less than five (5) nor more than
fifteen (15);  provided,  however,  that,  unless  required by law and except as
provided in Section 4.7 of the  Corporation's  Amended and Restated  Articles of
Incorporation,  the number of  directors  shall not be  increased  or  decreased
without  the  consent of each party  remaining  entitled  to special  nomination
rights  pursuant  to  Section  4.2 of  the  Amended  and  Restated  Articles  of
Incorporation of the Corporation.

Section  4.2  Qualifications.   Directors   must  be  natural  persons  who  are
eighteen years of age or older but need not be residents of the State of Florida
or shareholders of the Corporation.

Section 4.3  Term  of  Office.  The directors shall  be classified, with respect
to the time for which they severally hold office, into three (3) classes,  Class
I, Class II and Class III,  each of which shall be as nearly  equal in number as
possible. Class I shall be established for a term expiring at the annual meeting
of  shareholders  to be held in 2000  and  shall  consist  initially  of two (2)
directors.  Class II shall be  established  for a term  expiring  at the  annual
meeting of shareholders to be held in 1999 and shall consist  initially of three
(3) directors.  Class III shall be established for a term expiring at the annual
meeting of shareholders to be held in 1998 and shall consist  initially of three
(3) directors (two (2) directors if David  Garza-Santos,  or his  successor,  is
automatically  removed as provided in Section  4.7).  Each  director  shall hold
office  until his or her  successors  are elected and  qualified,  or until such
director's  earlier death,  resignation or removal as hereinafter  provided.  At
each annual meeting of the  shareholders of the  Corporation,  the successors of
the class of directors  whose terms  expire at that meeting  shall be elected to
hold office for a term expiring at the annual  meeting of  shareholders  held in
the third year following the year of their election.  Unless otherwise  provided
in the  Amended  and  Restated  Articles  of  Incorporation,  when the number of
directors of the Corporation is changed,  the Board of Directors shall determine
the class or classes to which the  increased  or  decreased  number of directors
shall be  apportioned;  provided,  however,  that no  decrease  in the number of
directors shall affect the term of any director then in office, and that, unless
required by law,  the number of  directors  shall not be  increased or decreased
without  the  consent of each party  remaining  entitled  to special  nomination
rights  pursuant  to  Section  4.2 of  the  Amended  and  Restated  Articles  of
Incorporation of the Corporation.

Section 4.4  Nominations  of  Directors.   Except as otherwise provided pursuant
to the  provisions  of the Amended and  Restated  Articles of  Incorporation  or
Articles  of  Amendment  relating  to the rights of the  holders of any class or
series of  Preferred  Stock,  voting  separately  by class or  series,  to elect
directors under specified circumstances,  nominations of persons for election to
the  Board of  Directors  may be made by the  Chairman  of the  Board  and Chief
Executive  Officer on behalf of the Board of Directors or by any  shareholder of
the  Corporation  entitled to vote for the  election of  directors at the annual
meeting of the shareholders who complies with the notice provisions set forth in
this Section 4.4. To be timely, a shareholder's  notice shall be received at the
principal  business  office of the Corporation no later than the date designated
for receipt of shareholders'  proposals in a prior public disclosure made by the
Corporation.  If there  has been no such  prior  public  disclosure,  then to be
timely,  a shareholder's  nomination must be delivered to or mailed and received
at the principal  business  office of the  Corporation  not less than sixty (60)
days nor more than ninety (90) days prior to the annual meeting of shareholders;
provided, however, that in the event that less than seventy (70) days' notice of
the date of the meeting is given to the shareholders or prior public  disclosure
of the date of the meeting is made,  notice by the shareholder to be timely must
be so received  not later than the close of business on the tenth day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure was made. A shareholder's  notice to the Secretary shall
set forth  (a) as to each  person  the  shareholder  proposes  to  nominate  for
election or re-election as a director,  (i) the name, age,  business address and
residence  address of such proposed  nominee,  (ii) the principal  occupation or
employment of such person, (iii) the class and number of shares of capital stock
of the Corporation  which are  beneficially  owned by such person,  and (iv) any
other  information  relating to such person that is required to be  disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including without limitation such person's written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  director  if
elected);  and (b) as to the shareholder giving notice (i) the name and address,
as they appear on the  Corporation's  books, of the  shareholder  proposing such
nomination,  and (ii) the class and number of shares of stock of the Corporation
which are beneficially owned by the shareholder. No person shall be eligible for
election as a director of the  Corporation  unless  nominated in accordance with
the procedures set forth in this Section 4.4. The Chairman of the meeting shall,
if the facts  warrant,  determine  and  declare  to the  annual  meeting  that a
nomination  was not made in accordance  with the provisions of this Section 4.4,
and if the Chairman  shall so  determine,  the Chairman  shall so declare at the
meeting and the defective nomination shall be disregarded.

Section 4.5 Removal.

(a) Generally.   Except  as  otherwise  provided  pursuant  to the provisions of
the Amended and  Restated  Articles of  Incorporation  or Articles of  Amendment
relating to the rights of the holders of any class or series of Preferred Stock,
voting  separately  by  class or  series,  to elect  directors  under  specified
circumstances, any director or directors may be removed from office at any time,
but only for  cause  (as  defined  in  Section  4.5(b)  hereof)  and only by the
affirmative  vote, at a special  meeting of the  shareholders  called for such a
purpose,  of not less than  sixty-six and  two-thirds  percent  (66-2/3%) of the
total  number of votes of the then  outstanding  shares of capital  stock of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together  as a single  class,  but only if notice of such  proposed  removal was
contained in the notice of such meeting. At least thirty (30) days prior to such
special meeting of shareholders, written notice shall be sent to the director or
directors  whose removal will be considered at such meeting.  Except as provided
in the Amended and Restated  Articles of Incorporation  of the Corporation,  any
vacancy on the Board of Directors resulting from such removal or otherwise shall
be filled only by vote of a majority of the directors  then in office,  although
less than a quorum,  and any director so chosen shall hold office until the next
election of the class for which such directors  shall have been chosen and until
his or her  successor  shall have been  elected and  qualified or until any such
director's earlier death, resignation or removal.

(b) "Cause"  Defined.   For  the  purposes  of  this Section 4.5,  "cause"  shall
mean (i)  misconduct as a director of the  Corporation  or any subsidiary of the
Corporation which involves  dishonesty with respect to a substantial or material
corporate  activity  or  corporate  assets,  or (ii)  conviction  of an  offense
punishable by one (1) or more years of imprisonment (other than minor regulatory
infractions and traffic  violations which do not materially and adversely affect
the Corporation).

Section 4.6  Resignation.   A  director  may  resign  at any time by  delivering
written  notice to the Board of Directors or the Chairman of the Board and Chief
Executive Officer of the Corporation. A director's resignation is effective when
the notice is delivered unless the notice specifies a later effective date.

Section 4.7 Vacancies.

(a) Who  May  Fill  Vacancies.   Except as  provided  below,  and subject to the
provisions  of  Sections  4.1 and 4.2 of the Amended  and  Restated  Articles of
Incorporation  of the  Corporation,  whenever any vacancy occurs on the Board of
Directors,  including  a vacancy  resulting  from an  increase  in the number of
directors,  it may be  filled  by the  affirmative  vote  of a  majority  of the
remaining  directors  though less than a quorum of the Board of  Directors.  Any
director  elected in accordance  with the preceding  sentence  shall hold office
until his or her  successor is duly elected and  qualified,  and such  successor
shall complete such director's remaining term.

(b) Directors  Electing  by  Voting Groups.   Whenever  the holders of shares of
any voting group are  entitled to elect a class of one or more  directors by the
provisions of the Amended and Restated Articles of  Incorporation,  vacancies in
such  class may be  filled by  holders  of shares of that  voting  group or by a
majority of the  directors  then in office  elected by such voting group or by a
sole remaining director so elected.  If no director elected by such voting group
remains in office,  unless the Amended and  Restated  Articles of  Incorporation
provide  otherwise,  directors  not  elected  by  such  voting  group  may  fill
vacancies.

(c)  Prospective  Vacancies.   A  vacancy  that  will  occur at a specific later
date,  because of a resignation  effective at a later date or otherwise,  may be
filled before the vacancy occurs, but the new director may not take office until
the vacancy occurs.

Section  4.8  Compensation.    The  Board  of  Directors,  irrespective  of  any
personal interest of any of its members, may establish  reasonable  compensation
of all directors for services to the  Corporation  as  directors,  officers,  or
otherwise, or may delegate such authority to an appropriate committee. The Board
of Directors also shall have  authority to provide for or delegate  authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors,  officers, and employees
and to their families, dependents, estates, or beneficiaries on account of prior
services rendered to the Corporation by such directors, officers, and employees.
Directors shall be entitled to reimbursement for reasonable expenses incurred in
connection  with attending  meetings of the Board of Directors  (and  committees
thereof) and performing  their duties as directors,  including  reimbursement of
expenses  attributable to first-class air travel and first-class hotel occupancy
while traveling on Company business.

Section 4.9  Regular  Meetings.   A  regular  meeting  of the Board of Directors
shall be held without other notice than this bylaw  immediately after the annual
meeting of shareholders and each adjourned  session  thereof.  The place of such
regular  meeting  shall be the same as the place of the meeting of  shareholders
which  precedes  it, or such other  suitable  place as may be  announced at such
meeting of shareholders.  The Board of Directors may provide, by resolution, the
date,  time, and place,  either within or without the State of Florida,  for the
holding of additional  regular meetings of the Board of Directors without notice
other than such resolution.

Section 4.10  Special  Meetings.  Special meetings of the Board of Directors may
be  called  by the  Chairman of  the Board and Chief Executive Officer, the Vice
Chairman of the Board and Executive Vice President,  the President,  or not less
than  one-third  (1/3) of the members of the Board of  Directors.  The person or
persons  calling  the meeting  may fix any place,  either  within or without the
State of Florida,  as the place for holding any special  meeting of the Board of
Directors, and if no other place is fixed, the place of the meeting shall be the
principal office of the Corporation in the State of Florida.

Section 4.11  Notice.   Special  meetings  of  the  Board  of Directors  must be
preceded  by at least two  days'  notice  of the  date,  time,  and place of the
meeting. The notice need not describe the purpose of the special meeting.

Section  4.12   Waiver  of  Notice.    Notice  of  a  meeting  of  the  Board of
Directors  need not be given to any director who signs a waiver of notice either
before  or after the  meeting.  Attendance  of a  director  at a  meeting  shall
constitute  a  waiver  of  notice  of such  meeting  and  waiver  of any and all
objections to the place of the meeting,  the time of the meeting,  or the manner
in which it has been called or convened,  except when a director states,  at the
beginning of the meeting or promptly upon arrival at the meeting,  any objection
to the  transaction  of business  because the meeting is not lawfully  called or
convened.

Section 4.13 Quorum  and  Voting.   A  quorum of the Board of Directors consists
of a  majority  of the  number of  directors  prescribed  by these  Amended  and
Restated  Bylaws  (or if no number is  prescribed,  the number of  directors  in
office  immediately  before the meeting  begins).  If a quorum is present when a
vote is taken,  the affirmative  vote of a majority of directors  present is the
act of the Board of  Directors.  A  director  who is present at a meeting of the
Board of  Directors  or a committee  of the Board of  Directors  when  corporate
action is taken is deemed to have assented to the action taken unless: (a) he or
she  objects  at the  beginning  of the  meeting  (or  promptly  upon his or her
arrival) to holding it or transacting  specified business at the meeting; or (b)
he or she votes against or abstains from the action taken.

Section 4.14 Conduct of Meetings.

(a)  Presiding  Officer.   The  Chief  Executive  Officer  shall  serve  as  the
Chairman of the Board of Directors and the Executive Vice President  shall serve
as the Vice  Chairman of the Board of Directors.  The Chairman  shall preside at
meetings of the Board of  Directors.  In the absence of the  Chairman,  the Vice
Chairman of the Board,  or in his or her  absence,  any  director  chosen by the
directors  present,  shall call  meetings of the Board of Directors to order and
shall act as presiding officer of the meeting.

(b) Minutes.  The  Secretary  of  the  Corporation shall act as secretary of all
meetings  of the Board of  Directors  but in the absence of the  Secretary,  the
presiding  officer may appoint any other  person  present to act as secretary of
the meeting. Minutes of any regular or special meeting of the Board of Directors
shall be prepared and distributed to each director.

(c)  Adjournments.   A  majority of  the  directors  present,  whether  or not a
quorum exists, may adjourn any meeting of the Board of Directors to another time
and place.  Notice of any such adjourned meeting shall be given to the directors
who are 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.

(d)  Participation  by Conference Call or Similar Means.  The Board of Directors
may  permit  any  or  all  directors  to  participate  in a regular or a special
meeting  by,  or  conduct  the   meeting  through  the  use of,   any  means  of
communication by which all directors  participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

Section 4.15 Committees.   The  Board of  Directors,  by resolution adopted by a
majority of the full Board of Directors,  shall designate from among its members
a Compensation  Committee (for the purpose of establishing  and  implementing an
executive  compensation  policy)  and an Audit  Committee  (for the  purpose  of
examining  and  considering  matters  relating to the  financial  affairs of the
Corporation). The Board of Directors, by resolution adopted by a majority of the
full Board of Directors,  may designate from among its members one or more other
committees,  which may include,  by way of example and not as a  limitation,  an
Executive Committee. Each committee shall have two or more members, who serve at
the pleasure of the Board of Directors, provided that the Compensation Committee
and the Audit  Committee  each shall consist of three  members,  at least two of
which  are  Independent  Directors,  that the  Chairman  of the  Board and Chief
Executive Officer shall be a member of the Compensation  Committee,  and that no
member  of  the  Audit  Committee  shall  be  an  officer  or  employee  of  the
Corporation.  For purposes of this section,  "Independent Director" shall mean a
person other than an officer or employee of the Corporation or any subsidiary of
the  Corporation or any other  individual  having a relationship  which,  in the
opinion  of the  Board  of  Directors,  would  interfere  with the  exercise  of
independent judgment in carrying out the responsibilities of a director.  To the
extent  provided in the  resolution of the Board of Directors  establishing  and
constituting  such  committees,  such committees shall have and may exercise all
the authority of the Board of  Directors,  except that no such  committee  shall
have the authority to:

(a) approve  or  recommend to  shareholders actions or proposals required by the
Act to be approved by shareholders;

(b) fill vacancies on the Board of Directors or any committee thereof;

(c) adopt, amend, or repeal these Amended and Restated Bylaws;

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

(e)  authorize  or  approve  the  issuance  or  sale or contract for the sale of
shares,  or determine the  designation  and relative  rights,  preferences,  and
limitations of a voting group except that the Board of Directors may authorize a
committee (or a senior  executive  officer of the  Corporation)  to do so within
limits specifically prescribed by the Board of Directors.

Notwithstanding  the  foregoing,   except  with  respect  to  each  of the Audit
Committee,  the Compensation Committee and the Executive Committee, the Board of
Directors, by resolution adopted in accordance with this Section may appoint one
or more  non-directors  to serve as  members  of any  committee,  provided  that
director  members  of any such  committee  must  constitute  a  majority  of the
membership of such committee.

The Board of Directors,  by resolution adopted in accordance with  this Section,
may designate one or more directors as alternate  members of any such committee,
who  may  act  in  the  place  and  stead of any absent member or members at any
meeting of such  committee.   The  provisions  of  these  Amended  and  Restated
Bylaws which govern meetings, notice and waiver of notice, and quorum and voting
requirements  of the Board of Directors apply to committees and their members as
well.  Notwithstanding  the  foregoing  sentence,  all  directors  (i)  shall be
entitled to receive notice of all meetings of the Compensation Committee and the
Audit Committee, (ii) may attend any committee meeting, unless the committee has
voted to go into  executive  session,  and (iii)  shall be  entitled  to receive
copies of the minutes of all committee meetings.

Section 4.16 Action  Without  Meeting.   Any  action  required  or  permitted by
the Act to be taken  at a  meeting  of the  Board of  Directors  or a  committee
thereof may be taken  without a meeting if the action is taken by all members of
the Board or of the  committee.  The action  shall be  evidenced  by one or more
written  consents  describing  the  action  taken,  signed by each  director  or
committee member and retained by the Corporation. Such action shall be effective
when the last director or committee member signs the consent, unless the consent
specifies a different  effective  date. A consent  signed under this Section has
the effect of a vote at a meeting and may be described as such in any document.

                                    ARTICLE 5
                                    OFFICERS

Section 5.1 Number.   The  principal  officers  of  the  Corporation  shall be a
Chairman of the Board and Chief Executive  Officer, a Vice Chairman of the Board
and Executive Vice President,  a President,  the number of Vice  Presidents,  if
any, as authorized from time to time by the Board of Directors, a Secretary, and
a Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and  assistant  officers as may be deemed  necessary  may be elected or
appointed by the Board of Directors.  The Board of Directors may also  authorize
any  duly  appointed  officer  to  appoint  one or more  officers  or  assistant
officers. The same individual may simultaneously hold more than one office.

Section 5.2 Election and Term of Office.  The officers of  the Corporation to be
elected  by  the  Board of Directors  shall be elected  annually by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of the  shareholders.  If the election of officers  shall not be held at
such meeting,  such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her  successor  shall have been duly
elected or until his or her prior death, resignation, or removal.

Section 5.3  Removal.   The  Board  of  Directors  may  remove  any officer and,
unless  restricted by the Board of Directors,  an officer may remove any officer
or assistant  officer  appointed by that officer,  at any time,  with or without
cause and  notwithstanding  the contract rights, if any, of the officer removed.
The appointment of an officer does not of itself create contract rights.

Section 5.4  Resignation.   An officer may  resign  at  any  time by  delivering
notice to the Corporation. The resignation shall be effective when the notice is
delivered,   unless  the  notice  specifies  a  later  effective  date  and  the
Corporation accepts the later effective date. If a resignation is made effective
at a later date and the  Corporation  accepts  the future  effective  date,  the
pending  vacancy may be filled before the  effective  date but the successor may
not take office until the effective date.

Section 5.5 Vacancies.   A  vacancy  in  any  principal office because of death,
resignation,  removal,  disqualification,  or otherwise, shall be filled as soon
thereafter as practicable by the Board of Directors for the unexpired portion of
the term.

Section 5.6 Chairman  of  the  Board  and Chief Executive Officer.  The Chairman
of the Board (the  "Chairman") and Chief Executive  Officer shall be a member of
the Board of Directors of the Corporation and shall preside over all meetings of
the Board of Directors and  shareholders  of the  Corporation.  The Chairman and
Chief  Executive  Officer  shall  be  the  principal  executive  officer  of the
Corporation  and,  subject to the direction of the Board of Directors,  shall in
general   supervise  and  control  all  of  the  business  and  affairs  of  the
Corporation.  The Chairman and Chief  Executive  Officer  shall have  authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the  Corporation as he or she shall deem necessary,
to prescribe their powers, duties and compensation, and to delegate authority to
them.  Such  agents and  employees  shall hold office at the  discretion  of the
Chairman and Chief Executive  Officer.  The Chairman and Chief Executive Officer
shall have authority to sign  certificates  for shares of the  Corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors,  and to execute and acknowledge,  on behalf of the  Corporation,  all
deeds, mortgages, bonds, contracts,  leases, reports, and all other documents or
instruments   necessary   or  proper  to  be  executed  in  the  course  of  the
Corporation's  regular  business,  or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors,  the  Chairman and Chief  Executive  Officer may  authorize  the Vice
Chairman and Executive  Vice  President,  the  President,  any Vice President or
other  officer or agent of the  Corporation  to  execute  and  acknowledge  such
documents  or  instruments  in his or her place and stead.  In general he or she
shall perform all duties  incident to the office of Chairman and Chief Executive
Officer and such other  duties as may be  prescribed  by the Board of  Directors
from time to time.

Section 5.7 Vice Chairman  of  the  Board  and  Executive  Vice  President.  The
Vice Chairman of the Board (the "Vice  Chairman")  and Executive  Vice President
shall be a member of the  Board of  Directors  of the  Corporation  and,  if the
Chairman  and Chief  Executive  Officer is not present,  shall  preside over all
meetings of the Board of Directors and shareholders of the  Corporation.  In the
absence  of the  Chairman  and Chief  Executive  Officer  or in the event of the
Chairman and Chief Executive Officer's death, inability or refusal to act, or in
the event for any reason it shall be  impracticable  for the  Chairman and Chief
Executive  Officer to act  personally,  the Vice  Chairman  and  Executive  Vice
President shall perform the duties of the Chairman and Chief Executive  Officer,
and when so  acting,  shall  have all the  powers of and be  subject  to all the
restrictions upon the Chairman and Chief Executive  Officer.  If the Chairman of
the Board and Chief  Executive  Officer is not  present,  the Vice  Chairman and
Executive Vice President shall preside at all meetings of the Board of Directors
and  shareholders.  The Vice Chairman and Executive  Vice  President  shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the  Corporation as he or she shall deem
necessary,  to prescribe their powers, duties and compensation,  and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the Vice  Chairman  and  Executive  Vice  President.  The Vice  Chairman  and
Executive Vice President shall have authority to sign certificates for shares of
the Corporation,  the issuance of which shall have been authorized by resolution
of the Board of  Directors,  and to execute  and  acknowledge,  on behalf of the
Corporation,  all deeds, mortgages,  bonds, contracts,  leases, reports, and all
other documents or instruments  necessary or proper to be executed in the course
of  the  Corporation's  regular  business,  or  which  shall  be  authorized  by
resolution of the Board of Directors;  and, except as otherwise  provided by law
or the Board of Directors,  the Vice Chairman and Executive  Vice  President may
authorize  the  President,  any Vice  President or other officer or agent of the
Corporation to execute and  acknowledge  such documents or instruments in his or
her place and stead.  In general he or she shall perform all duties  incident to
the office of Vice Chairman and Executive  Vice  President and such other duties
as may be prescribed by the Board of Directors from time to time.

Section  5.8.  President.  In  the  absence  of  both  the  Chairman  and  Chief
Executive Officer and the Vice Chairman and Executive Vice President,  or in the
event of their  deaths,  inability  or refusal  to act,  or in the event for any
reason it shall be  impracticable  for the Chairman and Chief Executive  Officer
and Vice Chairman and Executive Vice President to act personally,  the President
shall perform the duties of the Chairman and Chief Executive  Officer,  and when
so acting,  shall have all the powers of and be subject to all the  restrictions
upon the Chairman and Chief Executive Officer.  If the Chairman of the Board and
Chief  Executive  Officer and the Vice Chairman of the Board and Executive  Vice
President are not present,  the  President  shall preside at all meetings of the
Board of Directors and shareholders. The President shall have authority, subject
to such rules as may be prescribed  by the Board of  Directors,  to appoint such
agents and employees of the  Corporation as he or she shall deem  necessary,  to
prescribe their powers,  duties and compensation,  and to delegate  authority to
them.  Such  agents and  employees  shall hold office at the  discretion  of the
President. The President shall have authority to sign certificates for shares of
the  Corporation  the issuance of which shall have been authorized by resolution
of the Board of  Directors,  and to execute  and  acknowledge,  on behalf of the
Corporation,  all deeds, mortgages,  bonds, contracts,  leases, reports, and all
other documents or instruments  necessary or proper to be executed in the course
of  the  Corporation's  regular  business,  or  which  shall  be  authorized  by
resolution of the Board of Directors;  and, except as otherwise  provided by law
or the Board of Directors,  the  President  may authorize any Vice  President or
other  officer or agent of the  Corporation  to  execute  and  acknowledge  such
documents  or  instruments  in his or her place and stead.  In general he or she
shall  perform  all duties  incident to the office of  President  and such other
duties as may be prescribed by the Board of Directors from time to time.

Section  5.9 Vice  Presidents.  In  the  absence  of  the  President  or  in the
event of the President's death, inability or refusal to act, or in the event for
any reason it shall be  impracticable  for the President to act personally,  the
Vice  President,  if any (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board of Directors, or in the
absence of any designation,  then in the order of their election), shall perform
the duties of the  President,  and when so acting,  shall have all the powers of
and be subject to all the restrictions  upon the President.  Each Vice President
shall  perform  such duties and have such  authority as from time to time may be
delegated  or  assigned  to him or her by the  Chairman  of the  Board and Chief
Executive Officer,  the Vice Chairman of the Board and Executive Vice President,
the President or by the Board of Directors.  The execution of any  instrument of
the Corporation by any Vice President shall be conclusive evidence,  as to third
parties,  of his or her  authority  to act in the  stead of the  President.  The
Corporation  may have one or more  Senior  Vice  Presidents,  who  shall be Vice
Presidents for purposes hereof.

Section 5.10 Secretary.  The  Secretary  shall:  (a) keep,  or cause to be kept,
minutes of the meetings of the  shareholders  and of the Board of Directors (and
of committees thereof) in one or more books provided for that purpose (including
records of  actions  taken by the  shareholders  or the Board of  Directors  (or
committees  thereof)  without a  meeting);  (b) be  custodian  of the  corporate
records and of the seal of the Corporation, if any, and if the Corporation has a
seal,  see that it is affixed to all  documents the execution of which on behalf
of the  Corporation  under its seal is duly  authorized;  (c)  authenticate  the
records of the  Corporation;  (d) maintain a record of the  shareholders  of the
Corporation,  in a form  that  permits  preparation  of a list of the  names and
addresses  of all  shareholders,  by class or series of shares and  showing  the
number and class or series of shares held by each shareholder;  (e) have general
charge  of the  stock  transfer  books of the  Corporation;  and (f) in  general
perform  all  duties  incident  to the office of  Secretary  and have such other
duties and  exercise  such  authority  as from time to time may be  delegated or
assigned by the Chief Executive Officer or by the Board of Directors.

Section 5.11 Treasurer.  The Treasurer shall:  (g)  have  charge  and custody of
and be responsible for all funds and securities of the Corporation; (h) maintain
appropriate accounting records; (i) receive and give receipts for moneys due and
payable to the  Corporation  from any source  whatsoever,  and  deposit all such
moneys in the name of the Corporation in such banks,  trust companies,  or other
depositaries  as shall be selected in  accordance  with the  provisions of these
Amended  and  Restated  Bylaws;  and (j) in  general  perform  all of the duties
incident to the office of Treasurer and have such other duties and exercise such
other  authority  as from time to time may be delegated or assigned by the Chief
Executive  Officer or by the Board of  Directors.  If  required  by the Board of
Directors,  the Treasurer shall give a bond for the faithful discharge of his or
her  duties  in such  sum and with  such  surety  or  sureties  as the  Board of
Directors shall determine.

Section 5.12 Assistant  Secretaries  and  Assistant  Treasurers.  There shall be
such number of Assistant  Secretaries  and Assistant  Treasurers as the Board of
Directors  may from  time to time  authorize.  The  Assistant  Treasurers  shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge  of their  duties in such sums and with such  sureties as the Board of
Directors shall determine.  The Assistant  Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such authority as shall from time
to time be  delegated  or assigned to them by the  Secretary  or the  Treasurer,
respectively, or by the Chief Executive Officer or the Board of Directors.

Section 5.13  Other  Assistants and  Acting  Officers.  The  Board  of Directors
shall have the power to appoint,  or to authorize any duly appointed  officer of
the Corporation to appoint, any person to act as assistant to any officer, or as
agent for the  Corporation in his or her stead, or to perform the duties of such
officer  whenever  for any reason it is  impracticable  for such  officer to act
personally,  and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized  officer shall have the power to perform
all the  duties  of the  office  to  which  he or she is so  appointed  to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be  otherwise  defined  or  restricted  by the  Board  of  Directors  or the
appointing officer.

Section 5.14  Salaries.   The  salaries  of  the  principal  officers  shall  be
fixed  from  time to time by the  Board  of  Directors  or by a duly  authorized
committee thereof,  and no officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a director of the Corporation.

                                    ARTICLE 6
             CONTRACTS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

Section 6.1 Contracts.   The  Board  of  Directors  may authorize any officer or
officers,  or any agent or agents  to enter  into any  contract  or  execute  or
deliver any instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific  instances.  In the absence
of other  designation,  all deeds,  mortgages,  and instruments of assignment or
pledge made by the Corporation  shall be executed in the name of the Corporation
by the Chairman and Chief  Executive  Officer,  the Vice  Chairman and Executive
Vice President, the President or one of the Vice Presidents; the Secretary or an
Assistant  Secretary,  when  necessary or  required,  shall attest and affix the
corporate  seal,  if any,  thereto;  and when so executed no other party to such
instrument  or any third party  shall be  required to make any inquiry  into the
authority of the signing officer or officers.

Section 6.2 Checks,  Drafts,  etc.  All  checks,  drafts or other orders for the
payment of money,  notes, or other evidences of indebtedness  issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the  Corporation  and in such manner as shall from time to time be determined
by or under the authority of a resolution of the Board of Directors.

Section 6.3 Deposits.   All  funds  of  the  Corporation not otherwise  employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks, trust companies, or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

Section 6.4 Voting  of  Securities  Owned  by  Corporation.   Subject always  to
the  specific  directions  of the Board of  Directors,  (a) any  shares or other
securities  issued  by any other  corporation  and  owned or  controlled  by the
Corporation  may be voted at any  meeting  of  security  holders  of such  other
corporation by the Chairman and Chief Executive  Officer,  the Vice Chairman and
Executive Vice President, or the President, and (b) whenever, in the judgment of
the Chairman and Chief Executive  Officer,  the Vice Chairman and Executive Vice
President,  or the President,  it is desirable for the  Corporation to execute a
proxy or written consent in respect of any such shares or other securities, such
proxy  or  consent  shall be  executed  in the  name of the  Corporation  by the
Chairman and Chief  Executive  Officer,  the Vice  Chairman and  Executive  Vice
President, or the President, without necessity of any authorization by the Board
of Directors,  affixation  of corporate  seal,  if any, or  countersignature  or
attestation by another officer.  Any person or persons  designated in the manner
above stated as the proxy or proxies of the  Corporation  shall have full right,
power, and authority to vote the shares or other securities issued by such other
corporation  and owned or controlled by the  Corporation the same as such shares
or other securities might be voted by the Corporation.

                                    ARTICLE 7
                   CERTIFICATES FOR SHARES; TRANSFER OF SHARES

Section 7.1  Consideration  for  Shares.   The  Board of Directors may authorize
shares to be issued for  consideration  consisting of any tangible or intangible
property  or benefit  to the  Corporation,  including  cash,  promissory  notes,
services  performed,  promises  to  perform  services  evidenced  by  a  written
contract, or other securities of the Corporation.  Before the Corporation issues
shares,  the Board of Directors shall determine that the consideration  received
or to be received for the shares to be issued is adequate.  The determination of
the Board of Directors is  conclusive  insofar as the adequacy of  consideration
for the  issuance of shares  relates to whether  the shares are validly  issued,
fully paid, and nonassessable. The Corporation may place in escrow shares issued
for future services or benefits or a promissory note, or make other arrangements
to restrict the transfer of the shares, and may credit  distributions in respect
of the shares  against their purchase  price,  until the services are performed,
the  note is  paid,  or the  benefits  are  received.  If the  services  are not
performed,  the  note  is not  paid,  or the  benefits  are  not  received,  the
Corporation  may cancel,  in whole or in part, the shares escrowed or restricted
and the distributions credited.

Section 7.2   Certificates for Shares. Every holder of shares in the corporation
shall be  entitled  to have a certificate representing all shares to which he or
she is entitled unless the Board of Directors  authorizes  the issuance  of some
or all shares  without  certificates.  Any such  authorization shall not  affect
shares  already   represented   by   certificates   until  the certificates  are
surrendered  to  the  Corporation.  If  the  Board  of  Directors authorizes the
issuance of any shares without certificates,  within a reasonable time after the
issue or transfer of any such shares, the Corporation shall send the shareholder
a written  statement of the  information  required by the Act or the Amended and
Restated Articles of Incorporation  to  be  set forth on certificates, including
any  restrictions  on  transfer.   Certificates   representing   shares  of  the
Corporation  shall  be  in  such  form,   consistent  with  the Act, as shall be
determined  by the Board of Directors. Such certificates shall be signed (either
manually or in facsimile) by the Chairman and Chief Executive  Officer, the Vice
Chairman  and  Executive  Vice  President,  the  President  or any other persons
designated  by  the  Board of  Directors  and may be sealed with the seal of the
Corporation  or a facsimile  thereof.  All  certificates  for  shares  shall  be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares and date of issue,  shall be entered on the stock  transfer  books of the
Corporation.   Unless  the  Board  of  Directors   authorizes   shares   without
certificates, all certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former  certificate
for a like number of shares shall have been surrendered and canceled,  except as
provided in these Amended and Restated  Bylaws with respect to lost,  destroyed,
or stolen certificates. The validity of a share certificate is not affected if a
person who signed the  certificate  (either  manually or in facsimile) no longer
holds office when the certificate is issued.

Section 7.3 Transfer  of  Shares.  Prior to due  presentment of a certificate or
shares   for   registration   of   transfer,  the  Corporation  may   treat  the
registered owner of such shares as the person  exclusively  entitled to vote, to
receive  notifications,  and  otherwise  to have and exercise all the rights and
power  of an  owner.  Where  a  certificate  for  shares  is  presented  to  the
Corporation with a request to register a transfer,  the Corporation shall not be
liable  to the  owner or any  other  person  suffering  loss as a result of such
registration  of  transfer  if (a)  there  were on or with the  certificate  the
necessary  endorsements,  and (b) the  Corporation  had no duty to inquire  into
adverse  claims or has discharged  any such duty.  The  Corporation  may require
reasonable  assurance  that such  endorsements  are  genuine and  effective  and
compliance  with such other  regulations  as may be  prescribed  by or under the
authority of the Board of Directors.

Section 7.4  Restrictions  on  Transfer.   The  face  or  reverse  side  of each
certificate representing shares shall bear a conspicuous notation as required by
the  Act  or  the  Amended  and  Restated   Articles  of  Incorporation  of  the
restrictions imposed by the Corporation upon the transfer of such shares.

Section 7.5 Lost,  Destroyed,  or  Stolen Certificates.   Unless  the  Board  of
Directors  authorizes shares without  certificates,  where the owner claims that
certificates for shares have been lost,  destroyed,  or wrongfully  taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the  Corporation  has notice that such shares have been  acquired by a bona fide
purchaser,  (b)  files  with the  Corporation  a  sufficient  indemnity  bond if
required by the Board of Directors or any principal  officer,  and (c) satisfies
such  other  reasonable  requirements  as  may be  prescribed  by or  under  the
authority of the Board of Directors.

Section 7.6 Stock  Regulations.   The  Board  of  Directors shall have the power
and authority to make all such further rules and  regulations  not  inconsistent
with  law as they  may  deem  expedient  concerning  the  issue,  transfer,  and
registration of shares of the Corporation.

                                    ARTICLE 8
                                      SEAL

Section 8.1 Seal.  The Board of Directors  may  provide for a corporate seal for
the Corporation.

                                    ARTICLE 9
                                BOOKS AND RECORDS

Section 9.1 Books and Records.

(a) The  Corporation  shall keep  as permanent  records  minutes of all meetings
of the shareholders and Board of Directors, a record of all actions taken by the
shareholders  or Board of  Directors  without  a  meeting,  and a record  of all
actions  taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation.

(b) The Corporation shall maintain accurate accounting records.

(c)  The Corporation or its agent shall maintain a record of the shareholders in
a form  that  permits  preparation  of a list of the  names and addresses of all
shareholders  in  alphabetical  order  by class of shares showing the number and
series of shares held by each.

(d) The  Corporation  shall  keep a copy of all  written  communications  within
the preceding three years to all  shareholders  generally or to all shareholders
of a  class  or  series,  including  the  financial  statements  required  to be
furnished by the Act, and a copy of its most recent annual  report  delivered to
the Department of State.

Section 9.2  Shareholders'  Inspection  Rights.  Shareholders  are  entitled  to
inspect and copy records of the Corporation as permitted by the Act.

Section 9.3 Distribution of Financial Information. The Corporation shall prepare
and disseminate  financial statements to shareholders as required by the Act.

Section 9.4 Other Reports.  The Corporation shall disseminate such other reports
to  shareholders  as  are  required  by  the  Act,  including  reports regarding
indemnification  in certain  circumstances and reports regarding the issuance or
authorization for issuance of shares in exchange for promises to render services
in the future.

                                   ARTICLE 10
                                 INDEMNIFICATION

Section 10.1  Provision  of  Indemnification.   The  Corporation  shall,  to the
fullest  extent  permitted  or required  by the Act,  including  any  amendments
thereto  (but in the  case  of any  such  amendment,  only  to the  extent  such
amendment permits or requires the Corporation to provide broader indemnification
rights than prior to such  amendment),  indemnify  its  Directors  and Executive
Officers  against any and all  Liabilities,  and advance any and all  reasonable
Expenses,  incurred  thereby in any  Proceeding  to which any such  Director  or
Executive  Officer is a Party or in which such Director or Executive  Officer is
deposed or called to testify as a witness because he or she is or was a Director
or Executive Officer of the Corporation.  The rights to indemnification  granted
hereunder shall not be deemed  exclusive of any other rights to  indemnification
against Liabilities or the advancement of Expenses which a Director or Executive
Officer  may be  entitled  under  any  written  agreement,  Board of  Directors'
resolution,  vote of shareholders,  the Act, or otherwise.  The Corporation may,
but shall not be required to, supplement the foregoing rights to indemnification
against  Liabilities and advancement of Expenses by the purchase of insurance on
behalf of any one or more of its Directors or Executive  Officers whether or not
the  Corporation  would be obligated  to  indemnify or advance  Expenses to such
Director or Executive Officer under this Article.  For purposes of this Article,
the term  "Directors"  includes  former  directors  of the  Corporation  and any
director who 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,  including, without limitation, any employee benefit
plan (other than in the capacity as an agent separately retained and compensated
for the  provision of goods or services to the  enterprise,  including,  without
limitation, attorneys-at-law,  accountants, and financial consultants). The term
"Executive  Officers"  includes  those  individuals  who are or were at any time
"executive  officers" of the  Corporation  as defined in Securities and Exchange
Commission Rule 3b-7 promulgated  under the Securities  Exchange Act of 1934, as
amended.  All other  capitalized  terms used in this  Article and not  otherwise
defined herein have the meaning set forth in Section 607.0850,  Florida Statutes
(1995).  The  provisions of this Article are intended  solely for the benefit of
the   indemnified   parties   described   herein,   their  heirs  and   personal
representatives  and shall not create any rights in favor of third  parties.  No
amendment  to  or  repeal  of  this  Article   shall   diminish  the  rights  of
indemnification provided for herein prior to such amendment or repeal.

                                   ARTICLE 11
                                   AMENDMENTS

Section  11.1  Power to Amend.    These  Amended  and  Restated  Bylaws  may  be
amended or repealed by either the Board of Directors or the shareholders, unless
the Act reserves the power to amend these Amended and Restated Bylaws  generally
or any  particular  bylaw  provision,  as the  case may be,  exclusively  to the
shareholders or unless the shareholders,  in amending or repealing these Amended
and  Restated  Bylaws  generally  or any  particular  bylaw  provision,  provide
expressly  that the Board of Directors may not amend or repeal these Amended and
Restated Bylaws or such bylaw provision, as the case may be. The shareholders of
the  Corporation  may  adopt or amend a bylaw  provision  which  fixes a greater
quorum or voting requirement for shareholders (or voting groups of shareholders)
than is required by the Act. The adoption or amendment of a bylaw provision that
adds, changes or deletes a greater quorum or voting requirement for shareholders
must meet the same quorum or voting  requirement and be adopted by the same vote
and voting groups required to take action under the quorum or voting requirement
then in effect or proposed to be adopted, whichever is greater.  Notwithstanding
the  foregoing,  (i)  Article  5 of  these  Amended  and  Restated  Articles  of
Incorporation  may  only be  amended  or  repealed  by the  shareholders  of the
Corporation, and (ii) none of Sections 4.1, 4.3, 4.4 and 4.7(a) of these Amended
and Restated Bylaws may be amended or repealed without the consent of each party
remaining  entitled to special  nomination rights pursuant to Section 4.2 of the
Amended and Restated Articles of Incorporation of the Corporation.
```