Exhibit 3.2



BYLAWS
OF
dot com Entertainment Group, Inc.

ARTICLE ONE

OFFICES

Section 1. Principal Office.
The principal office of dot com Entertainment Group, Inc., a Florida corporation
(the "Corporation"), shall be located at such place determined by the Board of
Directors of the Corporation (the "Board of Directors") in accordance with
applicable law.

Section2. Other Offices.
The Corporation may also have offices at such other places, either within or
without the State of Florida, as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All
annual meetings of shareholders shall be held at such place, within or without
the State of Florida, as may be designated by the Board of Directors and stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
Special meetings of shareholders may be held at such place, within or without
the State of Florida, and at such time as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2. Time of Annual Meeting.
Annual meetings of shareholders shall be held on such date and at such time
fixed, from time to time, by the Board of Directors.

Section 3. Call of Special Meetings.
Special meetings of the shareholders shall be held when called by the Board of
Directors, or when requested in writing by the holders of not less than ten
percent (10%) of all shares entitled to vote at the meeting.

Section 4. Conduct of Meetings.
The Chairman of the Board of Directors (or in his absence, the President, or in
his absence, such other designee of the Chairman of the Board of Directors)
shall preside at the annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.

Section 5. Notice and Waiver of Notice.
Except as otherwise provided by law, written or printed notice stating the
place, date and time of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by first-class or similar mail or other legally sufficient
means, by or at the direction of the Chairman of the Board, President,
Secretary, or the persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If the notice is mailed at least thirty (30)
days before the date of the meeting, it may be done by a class of mail other
than first class (or similar class). If mailed, such notice shall be deemed to
be delivered when deposited in the mail addressed to the shareholder at the
address appearing on the stock transfer books of the Corporation, with postage
thereon prepaid. If a meeting is adjourned to another time and/or place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the Board
of Directors, after adjournment, fixes a new record date for the adjourned
meeting. Whenever any notice is required to be given to any shareholder, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether signed before, during or after the time of the meeting stated
therein, and delivered to the Corporation for inclusion in the minutes or filing
with the corporate records, shall constitute an effective waiver of such notice.
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. Attendance of a person at a meeting shall constitute a waiver of
(a) lack of or defective notice of such meeting, unless the person objects at
the beginning to the holding of the meeting or the transacting of any business
at the meeting, or (b) lack of or defective notice of a particular matter at a
meeting that is not within the purpose or purposes described in the meeting
notice, unless the person objects to considering such matter when it is
presented.

Section 6. Business Transacted at Annual and Special
Meetings. Business transacted at any annual and
special meeting shall be confined to the purposes stated in the notice thereof.

Section 7. 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. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

Section 8. Voting Rights Per Share.
Each outstanding share, regardless of class, shall be entitled to vote on each
matter submitted to a vote at a meeting of shareholders, except as otherwise
provided pursuant to the Articles of Incorporation or the Florida Business
Corporation Act.

Section 9. Voting of Shares.
A shareholder may vote at any meeting of shareholders of the Corporation, either
in person or by proxy. Shares standing in the name of another corporation,
domestic or foreign, may be voted by the officer, agent or proxy designated by
the bylaws of such corporate shareholder or, in the absence of any applicable
bylaw, by such person or persons as the board of directors of the corporate
shareholder may designate. In the absence of any such designation, or, in case
of conflicting designation by the corporate shareholder, the chairman of the
board, the president, any vice president, the secretary and the treasurer of the
corporate shareholder, in that order, shall be presumed to be fully authorized
to vote such shares. Shares held by an administrator, executor, guardian,
personal representative, or conservator may be voted by such person, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by such person, either in person
or by proxy, but no trustee shall be entitled to vote shares held by such person
without a transfer of such shares into his name or the name of his nominee.
Shares held by or under the control of a receiver, a trustee in bankruptcy
proceedings, or an assignee for the benefit of creditors may be voted by such
person without the transfer thereof into his name. If shares stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary is given notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, then acts with respect to voting shall
have the following effect: (a) if only one votes, in person or by proxy, his act
binds all; (b) if more than one vote, in person or by proxy, the act of the
majority so voting binds all; (c) if more than one vote, in person or by proxy,
but the vote is evenly split on any particular matter, each faction is entitled
to vote the share or shares in question proportionally; or (d) if the instrument
or order so filed shows that any such tenancy is held in unequal interest, a
majority or a vote evenly split for purposes hereof shall be a majority or a
vote evenly split in interest. The principles of this paragraph shall apply,
insofar as possible, to execution of proxies, waivers, consents, or objections
and for the purpose of ascertaining the presence of a quorum.

Section 10. Proxies.
Any shareholder of the Corporation, other person entitled to vote on behalf of a
shareholder pursuant to law, or attorney-in-fact for such persons may vote the
shareholder's shares in person or by proxy. Any shareholder of the Corporation
may appoint a proxy to vote or otherwise act for such person by signing an
appointment form, either personally or by his attorney-in-fact. An executed
telegram or cablegram appearing to have been transmitted by such person, or a
photographic, photostatic, or equivalent reproduction of an appointment form,
shall be deemed a sufficient appointment form. An appointment of a proxy is
effective when received by the Secretary or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 11 months, unless a
longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy authority under the appointment is exercised. 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 11. Shareholder List.
After fixing a record date for a meeting of shareholders, the Corporation shall
prepare an alphabetical list of the names of all its shareholders who are
entitled to notice of the meeting, arranged by voting group with the address of,
and the number and class and series, if any, of shares held by each. The
shareholder list must be available for inspection by any shareholder for a
period of ten (10) days prior to the meeting or such shorter time as exists
between the record date and the meeting 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. Any shareholder of the Corporation or
such person's agent or attorney is entitled on written demand to inspect the
shareholder list (subject to the requirements of law), during regular business
hours and at his expense, during the period it is available for inspection. The
Corporation shall make the shareholder list available at the meeting of
shareholders, and any shareholder or agent or attorney of such shareholder is
entitled to inspect the list at any time during the meeting or any adjournment.
The shareholder list is prima facie evidence of the identity of shareholders
entitled to examine the shareholder list or to vote at a meeting of
shareholders.

Section 12. Action Without Meeting.
Any action required or permitted by law to be taken at a meeting of shareholders
may be taken without a meeting or notice if a consent, or consents, in writing,
setting forth the action so taken, shall be dated and 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 voting
groups and shares entitled to vote thereon were present and voted with respect
to the subject matter thereof, and such consent shall be delivered to the
Corporation, within the period required by Section 607.0704 of the Florida
Business Corporation Act, by delivery to its principal office in the State of
Florida, its principal place of business, the Secretary or another officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of shareholders are recorded. Within ten (10) days after obtaining such
authorization by written consent, notice must be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action, in
accordance with the requirements of Section 607.0704 of the Florida Business
Corporation Act.

Section 13. Fixing Record Date.
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purposes, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders, such date in any
case to be not more than seventy (70) days, and, in case of a meeting of
shareholders, not less than ten (10) days, before the meeting or action
requiring such determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders or the determination of shareholders entitled to receive payment of
a dividend, the date before the day on which the first notice of the meeting is
mailed or the date on which the resolutions of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof, except where the
Board of Directors fixes a new record date for the adjourned meeting.

Section 14. Inspectors and Judges.
The Board of Directors in advance of any meeting may, but need not, appoint one
or more inspectors of election or judges of the vote, as the case may be, to act
at the meeting or any adjournment thereof. If any inspector or inspectors, or
judge or judges, are not appointed, the person presiding at the meeting may, but
need not, appoint one or more inspectors or judges. In case any person who may
be appointed as an inspector or judge fails to appear or act, the vacancy may be
filled by the Board of Directors in advance of the meeting, or at the meeting by
the person presiding thereat. The inspectors or judges, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots and consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate votes, ballots and 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,
the inspector or inspectors or judge or judges, if any, shall make a report in
writing of any challenge, question or matter determined by him or them, and
execute a certificate of any fact found by him or them.

Section 15. Voting for Directors.
Unless otherwise provided in the Articles of Incorporation, directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.



ARTICLE THREEDIRECTORS

Section 1. Number; Term; Qualification.
This corporation shall have such number of directors as may be designated by the
Board of Directors from time to time by resolution of the Board of Directors,
but in no event shall the corporation have less than one (1) director or more
than ten (10) directors. Each member of the Board of Directors shall hold office
until a successor shall have been elected and qualified, or until their
resignation, removal from office or death. Directors must be natural persons who
are 18 years of age or older but need not be residents of the State of Florida,
shareholders of the Corporation or citizens of the United States.

Section 2. Resignation; Vacancies; Removal.
A director may resign at any time by giving written notice to the Board of
Directors or the Chairman of the Board. Such resignation shall take effect at
the date of 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. In the event the notice of resignation
specifies a later effective date, the Board of Directors may fill the pending
vacancy before the effective date if they provide that the successor does not
take office until the effective date.Any vacancy
occurring in the Board of Directors, including any vacancy created by reason of
an increase in the number of directors, may be filed by the affirmative vote of
a majority of the remaining directors. A director elected to fill a vacancy
shall hold office until the next election of directors by the shareholders. Any
director, or the entire Board of Directors, may be removed, with or without
cause, by action of the shareholders, except that a director may not be removed
if the number of votes sufficient to elect such director under cumulative voting
is voted against removal. If a director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that director. The notice of the meeting at which a vote is taken
to remove a director must state that the purpose or one of the purposes of the
meeting is the removal of the director or directors.

Section 3. Powers. The business and affairs of the Corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.

Section 4. Place of Meetings.
Meetings of the Board of Directors, regular or special, may be held either
within or without the State of Florida.

Section 5. Annual Meetings.
Unless scheduled for another time by the Board of Directors, the first meeting
of each newly elected Board of Directors shall be held, without call or notice,
immediately following each annual meeting of shareholders.

Section 6. Regular Meetings.
Regular meetings of the Board of Directors may also be held without notice at
such time and at such place as shall from time to time be determined by the
Board of Directors.

Section 7. Special Meetings and Notice.
Special meetings of the Board of Directors may be called by the President or
Chairman of the Board and shall be called by the Secretary on the written
request of a majority of directors. At least forty-eight (48) hours' prior
written notice of the date, time and place of special meetings of the Board of
Directors shall be given to each director. Except as required by law, neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. Notices to directors shall be in writing and delivered
to the directors at their addresses appearing on the books of the Corporation by
personal delivery, mail or other legally sufficient means. Subject to the
provisions of the preceding sentence, notice to directors may also be given by
telegram, teletype or other form of electronic communication. Notice by mail
shall be deemed to be given at the time when the same shall be received.
Whenever any notice is required to be given to any director, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before,
during or after the meeting, shall constitute an effective waiver of such
notice. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting and a waiver of any and all objections to the place of
the meeting, the time of the meeting and 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 8. Quorum and Required Vote.
A majority of the number of directors determined as provided in these Bylaws
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required
by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.

Section 9. Action Without Meeting.
Any action required or permitted to be taken at a meeting of the Board of
Directors or committee thereof may be taken without a meeting if a consent in
writing, setting forth the action taken, is signed by all of the members of the
Board of Directors or the committee, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting. Action taken
under this Section 9 is effective when the last director signs the consent,
unless the consent specifies a different effective date. A consent signed under
this Section 9 shall have the effect of a meeting vote and may be described as
such in any document.

Section 10. Conference Telephone or Similar
Communications Equipment Meetings. Directors and
committee members may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting is not lawfully called or
convened.

Section 11. Committees.
The Board of Directors, by resolution adopted by a majority of the whole Board
of Directors, may designate from among its members an executive committee and
one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the business and affairs of the Corporation except where the action
of the full Board of Directors is required by applicable law. Each committee
must have two or more members who serve at the pleasure of the Board of
Directors. The Board of Directors, by resolution adopted in accordance with this
Article Three, may designate one or more directors as alternate members of any
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee. Vacancies in the membership of a committee may be
filled only by the Board of Directors at a regular or special meeting of the
Board of Directors. The executive committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. The
designation of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or such member by law.

Section 12. Compensation of Directors.
The directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Similarly, members of special or
standing committees may be allowed compensation for attendance at committee
meetings or a stated salary as a committee member and payment of expenses for
attending committee meetings. All such compensation and any other compensation
paid to directors shall be paid in such manner and in such amounts as may be
approved by the Board of Directors.

ARTICLE FOUR

OFFICERS



Section 1. Positions. The officers of the Corporation may consist of a
Chairman of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (any one or more of whom may be given the additional designation of
rank of Executive Vice President or Senior Vice President), a Secretary, a Chief
Financial Officer and a Treasurer. Any two or more offices may be held by the
same person. Officers other than the Chairman of the Board need not be members
of the Board of Directors. The Chairman of the Board must be a member of the
Board of Directors.

Section 2. Election of Specified Officers by Board.
The Board of Directors may elect a Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents (including any Senior or
Executive Vice Presidents), a Secretary, a Chief Financial Officer and a
Treasurer.

Section 3. Election or Appointment of Other Officers.
Such other officers and assistant officers and agents as may be deemed necessary
may be elected or appointed by the Board of Directors.

Section 4. Compensation.
The salaries, bonuses and other compensation of the Chairman of the Board and
all officers of the Corporation to be elected by the Board of Directors pursuant
to Section 2 of this Article Four shall be fixed from time to time by the Board
of Directors or pursuant to its direction. The salaries of all other elected or
appointed officers of the Corporation shall be fixed from time to time by the
Compensation Committee or Chief Executive Officer or pursuant to his direction.

Section 5. Term; Resignation; Removal; Vacancies.
The officers of the Corporation shall hold office until their successors are
chosen and qualified. Any officer or agent may be removed, with or without
cause, by the Board of Directors, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any vacancy occurring in
any office of the Corporation by death, resignation, removal or otherwise shall
be approved by vote of the Board of Directors. Any officer of the Corporation
may resign from his respective office or position by delivering notice to the
Corporation, and such resignation shall be effective without acceptance. Such
resignation shall be effective when delivered.

Section 6. Chairman of the Board.
The Chairman of the Board shall preside at all meetings of the shareholders and
the Board of Directors.

Section 7. Chief Executive Officer. Subject to the control of the Board
of Directors, the Chief Executive Officer, in conjunction with the President,
shall have general and active management of the business of the Corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect and shall have such powers and perform such duties as may be
prescribed by the Board of Directors. In the absence of the Chairman of the
Board or in the event the Board of Directors shall not have designated a
Chairman of the Board, the Chief Executive Officer shall preside at meetings of
the shareholders and the Board of Directors.

Section 8. President. Subject to the control of the Board of Directors,
the President, in conjunction with the Chief Executive Officer, shall have
general and active management of the business of the Corporation and shall have
such powers and perform such duties as may be prescribed by the Board of
Directors. In the absence of the Chairman of the Board and the Chief Executive
Officer or in the event the Board of Directors shall not have designated a
Chairman of the Board and a Chief Executive Officer shall not have been elected,
the President shall preside at meetings of the shareholders and the Board of
Directors.

Section 9. Vice Presidents.
The Vice Presidents, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
President and the Chief Executive Officer, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer shall
prescribe or as the President may from time to time delegate. Executive Vice
Presidents shall be senior to Senior Vice Presidents, and Senior Vice Presidents
shall be senior to all other Vice Presidents.

Section 10. Secretary.
The Secretary shall attend all meetings of the shareholders and all meetings of
the Board of Directors and record all the proceedings of the meetings of the
shareholders and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors and shall keep in
safe custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors, the
Chief Executive Officer or the President.

Section 11. Chief Financial Officer.
The Chief Financial Officer shall be responsible for maintaining the financial
integrity of the Corporation, shall prepare the financial plans for the
Corporation and shall monitor the financial performance of the Corporation and
its subsidiaries, as well as performing such other duties as may be prescribed
by the Board of Directors, the Chief Executive Officer or the President.

Section 12. Treasurer.
The Treasurer shall have the custody of corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Board of Directors at
its regular meetings or when the Board of Directors so requires an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall perform such other duties as may be prescribed
by the Board of Directors, the Chief Executive Officer or the President.

Section 13. Other Officers; Employees and Agents.
Each and every other officer, employee and agent of the Corporation shall
possess, and may exercise, such power and authority, and shall perform such
duties, as may from time to time be assigned to such person by the Board of
Directors, the officer so appointing such person or such officer or officers who
may from time to time be designated by the Board of Directors to exercise such
supervisory authority.

ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Issue of Certificates.
The shares of the Corporation shall be represented by certificates, provided
that the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates (and upon request
every holder of uncertificated shares) shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman of the Board or a
Vice Chairman of the Board, or the Chief Executive Officer, President or Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.

Section 2. Legends for Preferences and Restrictions on
Transfer. The designations, relative rights,
preferences and limitations applicable to each class of shares and the
variations in rights, preferences and limitations determined for each series
within a class (and the authority of the Board of Directors to determine
variations for future series) shall be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the Corporation will furnish the shareholder a full statement
of this information on request and without charge. Every certificate
representing shares that are restricted as to the sale, disposition, or transfer
of such shares shall also indicate that such shares are restricted as to
transfer, and there shall be set forth or fairly summarized upon the
certificate, or the certificate shall indicate that the Corporation will furnish
to any shareholder upon request and without charge, a full statement of such
restrictions. If the Corporation issues any shares that are not registered under
the Securities Act of 1933, as amended, or not registered or qualified under the
applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT
        BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT
        (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE
        STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE
        CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT
        REGISTRATION IS NOT REQUIRED.

Section 3. Facsimile Signatures.
Any and all signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

Section 4. Lost Certificates.
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.

Section 5. Transfer of Shares.
Upon surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 6. Registered Shareholders.
The Corporation shall be entitled to recognize the exclusive rights of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Florida.

Section 7. Redemption of Control Shares.
As provided by the Florida Business Corporation Act, if a person acquiring
control shares of the Corporation does not file an acquiring person statement
with the Corporation, the Corporation may, at the discretion of the Board of
Directors, redeem the control shares at the fair value thereof at any time
during the 60-day period after the last acquisition of such control shares. If a
person acquiring control shares of the Corporation files an acquiring person
statement with the Corporation, the control shares may be redeemed by the
Corporation, at the discretion of the Board of Directors, only if such shares
are not accorded full voting rights by the shareholders as provided by law.

ARTICLE SIX

GENERAL PROVISIONS

Section 1. Dividends.
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in cash, property, stock (including its
own shares) or otherwise pursuant to law and subject to the provisions of the
Articles of Incorporation.

Section 2. Reserves.
The Board of Directors may by resolution create a reserve or reserves out of
earned surplus for any proper purpose or purposes, and may abolish any such
reserve in the same manner.

Section 3. Checks. All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.

Section 4. Fiscal Year.
The fiscal year of the Corporation shall end on December 31 of each year, unless
otherwise fixed by resolution of the Board of Directors.

Section 5. Seal. The
Board of Directors may adopt a corporate seal by resolution. The corporate seal,
if adopted, shall have inscribed thereon the name and state of incorporation of
the Corporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

Section 6. Gender. All
words used in these Bylaws in the masculine gender shall extend to and shall
include the feminine and neutral genders.

Section 7. Liability and Indemnification of Directors
and Officers. To the fullest extent permitted by
law, no director or officer of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for breach of any duty owed to the
Corporation or its shareholders.

Section 8. Indemnification of Agents, Employees and Directors. This
corporation shall have the power to and shall indemnify any person who was or is
a defendant or other party to any proceeding from any liability or expenses
incurred by reason of the fact that such person is or was an agent, employee or
director of this corporation, to the fullest extent allowed under the laws of
the State of Florida; provided, however, that this corporation shall provide
indemnification in connection with an action or proceeding initiated by an
agent, employee or director only if such action or proceeding initiated by the
agent, employee, or director was first authorized by the Board of Directors.
Such expenses shall, to the maximum extent permitted by any law now or hereafter
in effect, be paid in advance of the final disposition of the proceeding. The
indemnification provisions set forth in this section shall be liberally
construed in favor of the agents, employees and directors of this corporation,
and shall be in addition to, and not in limitation of, any other right of
indemnification which such agents, employees, and directors may possess from
time to time by statute or contract. The right of indemnification herein
provided shall not be deemed exclusive of any other rights to which any such
agent, employee and director may not or hereafter be otherwise entitled.
Specifically, without limiting the generality of the foregoing, the rights of
indemnification shall not be deemed exclusive of any other rights pursuant to
statute or otherwise, or any such agent, employee, and director in any such
action or proceeding to have assessed or allowed in his or her favor, against
the corporation or otherwise, his or her costs and expenses incurred therein or
in connection therewith or any part thereof.

ARTICLE SEVEN



AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted
by action of the Board of Directors subject to any limitations of applicable
law.