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                                                                     Exhibit 3.2

                           SECOND AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                      TROPICAL SPORTSWEAR INT'L CORPORATION

                              A FLORIDA CORPORATION

                         AS AMENDED ON JANUARY 12, 2004

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<S>                                                                                                                <C>
ARTICLE 1 DEFINITIONS...........................................................................................     I

   1.1 DEFINITIONS..............................................................................................     I

ARTICLE 2 OFFICES...............................................................................................     I

   2.1 PRINCIPAL AND BUSINESS OFFICES...........................................................................     I
   2.2 REGISTERED OFFICE........................................................................................     I

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

   3.1 ANNUAL MEETING...........................................................................................     I
   3.2 SPECIAL MEETINGS.........................................................................................    II
   3.3 PLACE OF MEETING.........................................................................................    II
   3.4 NOTICE OF MEETING........................................................................................    II
   3.5 WAIVER OF NOTICE.........................................................................................   III
   3.6 FIXING OF RECORD DATE....................................................................................   III
   3.7 SHAREHOLDERS' LIST OF MEETINGS...........................................................................    IV
   3.8 QUORUM...................................................................................................     V
   3.9 VOTING OF SHARES.........................................................................................     V
   3.10 VOTE REQUIRED...........................................................................................     V
   3.11 CONDUCT OF MEETING......................................................................................     V
   3.12 INSPECTORS OF ELECTION..................................................................................     V
   3.13 PROXIES.................................................................................................    VI
   3.14 ACTION BY SHAREHOLDERS WITHOUT MEETING..................................................................    VI
   3.15 ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION....................................................    VI

ARTICLE 4 BOARD OF DIRECTORS....................................................................................   VII

   4.1 GENERAL POWERS AND NUMBER................................................................................   VII
   4.2 QUALIFICATIONS...........................................................................................   VII
   4.3 TERM OF OFFICE...........................................................................................   VII
   4.4 NOMINATIONS OF DIRECTORS................................................................................   VIII
   4.5 REMOVAL.................................................................................................   VIII
   4.6 RESIGNATION..............................................................................................    IX
   4.7 VACANCIES................................................................................................    IX
   4.8 COMPENSATION.............................................................................................    IX
   4.9 REGULAR MEETINGS.........................................................................................    IX
   4.10 SPECIAL MEETINGS........................................................................................    IX
   4.11 NOTICE..................................................................................................    IX
   4.12 WAIVER OF NOTICE........................................................................................    IX
   4.13 QUORUM AND VOTING.......................................................................................     X
   4.14 CONDUCT OF MEETINGS.....................................................................................     X
   4.15 COMMITTEES..............................................................................................     X
   4.16 AUDIT COMMITTEE.........................................................................................    XI
   4.17 STOCK OPTION/COMPENSATION COMMITTEE.....................................................................    XI
   4.18 CORPORATE GOVERNANCE/NOMINATING COMMITTEE...............................................................   XII
   4.19 EXECUTIVE COMMITTEE.....................................................................................   XII
   4.20 ACTION WITHOUT MEETING..................................................................................   XII

ARTICLE 5 OFFICERS..............................................................................................   XII

   5.1 NUMBER...................................................................................................   XII
   5.2 ELECTION AND TERM OF OFFICE..............................................................................   XII
   5.3 REMOVAL..................................................................................................   XII
   5.4 RESIGNATION..............................................................................................   XII
   5.5 VACANCIES................................................................................................   XII
   5.6 CHAIRMAN OF THE BOARD...................................................................................   XIII
   5.7 CHIEF EXECUTIVE OFFICER.................................................................................   XIII
</TABLE>

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<TABLE>
<S>                                                                                                               <C>
   5.8 PRESIDENT...............................................................................................   XIII
   5.9 VICE PRESIDENTS.........................................................................................   XIII
   5.10 SECRETARY..............................................................................................   XIII
   5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS..........................................................   XIV
   5.13 OTHER ASSISTANTS AND ACTING OFFICERS....................................................................   XIV
   5.14 SALARIES................................................................................................   XIV

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

   6.1 CONTRACTS................................................................................................   XIV
   6.2 CHECKS, DRAFTS, ETC......................................................................................   XIV
   6.3 DEPOSITS.................................................................................................    XV
   6.4 VOTING OF SECURITIES OWNED BY CORPORATION................................................................    XV

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

   7.1 CONSIDERATION FOR SHARES.................................................................................    XV
   7.2 CERTIFICATES FOR SHARES..................................................................................    XV
   7.3 TRANSFER OF SHARES.......................................................................................    XV
   7.4 RESTRICTIONS ON TRANSFER.................................................................................   XVI
   7.5 LOST, DESTROYED, OR STOLEN CERTIFICATES..................................................................   XVI
   7.6 STOCK REGULATIONS........................................................................................   XVI

ARTICLE 8 SEAL..................................................................................................   XVI

   8.1 SEAL.....................................................................................................   XVI

ARTICLE 9 BOOKS AND RECORDS.....................................................................................   XVI

   9.1 BOOKS AND RECORDS........................................................................................   XVI
   9.2 SHAREHOLDERS' INSPECTION RIGHTS..........................................................................   XVI
   9.3 DISTRIBUTION OF FINANCIAL INFORMATION...................................................................   XVII
   9.4 OTHER REPORTS...........................................................................................   XVII

ARTICLE 10 INDEMNIFICATION.....................................................................................   XVII

   10.1 PROVISION OF INDEMNIFICATION...........................................................................   XVII

ARTICLE 11  AMENDMENTS.........................................................................................   XVII

   11.1 POWER TO AMEND.........................................................................................   XVII
</TABLE>

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                                    ARTICLE 1
                                   DEFINITIONS

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

         "Articles" means the Amended and Restated Articles of Incorporation of
the Corporation.

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

         "Board" means the Corporation's Board of Directors.

         "Bylaws" means these Second Amended and Restated Bylaws.

         "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.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "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 Articles until an annual report has been filed with the
Florida Department of State, and thereafter as designated in the annual report.

         Any terms not defined under this Article 1 shall have the meanings
specified in the section of these Bylaws in which they first appear.

                                    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 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
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 five months after the close of each fiscal year of the Corporation on a
date and at a time and place designated by the Board, 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

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adjournment thereof, the Board 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
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, (2) otherwise
properly brought before the meeting by or at the direction of the Board, 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 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, or the Chairman of the Board of
Directors ("Chairman"), or the 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 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

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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 Senior or
Executive Vice Presidents, 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. Except as otherwise provided by the Act, notice by electronic
transmission constitutes written notice and may be transmitted to the
shareholder in a manner authorized by the shareholder.

         (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.

         (d) Common Address. Except as otherwise provided under Section 607.0141
of the Act, any notice to shareholders provided by the Corporation pursuant to
the Articles, or these Bylaws, shall be effective if given by a single written
notice to shareholders who share an address if consented to by the shareholders
at that address to whom such notice is given. Any such consent shall be
revocable by a shareholder by written notice to the Corporation. Any shareholder
who fails to object in writing to the Corporation, within 60 days after having
been given written notice by the Corporation of its intention to send the single
notice permitted under this subparagraph (d), shall be deemed to have consented
to receiving such single written notice.

         Section 3.5 Waiver of Notice.

         (a) Written Waiver. A shareholder may waive any notice required by the
Act or these 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 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 be a date preceding the date upon which the resolution
fixing the record date is

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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 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 pursuant to the Act, such record date shall be the close of business
on the date on which the Board adopts the resolution taking such prior action
unless the Board 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 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 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.

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         (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 Articles 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
Articles require a greater number of affirmative votes.

         (b) Election of Directors. Except as otherwise provided in the
Articles, 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, or the Chief Executive
Officer, or in their absence, the President, or in his or her absence, a Vice
President in the order provided under the Section of these 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 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

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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 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

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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 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. The number of directors
may be increased or decreased from time to time by vote of a majority of the
Board, 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 Articles, 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 Articles 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 and with each class of directors serving for a term of
three years. 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. The initial term for the Class I directors expired at the annual
meeting of shareholders held in 2000 and such class initially consisted of two
(2) directors. The initial term for the Class II directors expired at the annual
meeting of shareholders held in 1999 and such class initially consisted of three
(3) directors. The initial term for the Class III directors expired at the
annual meeting of shareholders held in 1998 and such class initially consisted
of three (3) directors. Unless otherwise provided in the Articles, when the
number of directors of the Corporation is changed, the Board shall determine the
class or classes to which the increased or decreased number of directors shall
be apportioned; provided, however, that no decrease in

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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 Articles of the Corporation.

         Section 4.4 Nominations of Directors. Except as otherwise provided
pursuant to the provisions of the Articles 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 may be made by the Chairman on
behalf of the Board, the Chief Executive Officer, 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 of the Exchange Act, 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 Articles 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 Articles
of the Corporation, any vacancy on the Board 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

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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, the Chairman, or the 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 Articles of the Corporation,
whenever any vacancy occurs on the Board, 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.
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 Articles, 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 Articles
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, 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 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 (and committees thereof) and
performing their duties as directors, including reimbursement of expenses
attributable to air travel and hotel occupancy while traveling on corporate
business.

         Section 4.9 Regular Meetings. A regular meeting of the Board 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 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 without notice other than such resolution.

         Section 4.10 Special Meetings. Special meetings of the Board may be
called by the Chairman, Chief Executive Officer, or not less than one-third
(1/3) of the members of the Board. 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, and if no other place is fixed, the
place of the meeting shall be the Principal Office of the Corporation.

         Section 4.11 Notice. Special meetings of the Board 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 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

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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 consists of a
majority of the number of directors prescribed by these 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. A director who is present
at a meeting of the Board or a committee of the Board 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 Chairman. The Chairman shall preside at meetings of the
Board. In the absence of the Chairman, the Chief Executive Officer, or in his or
her absence, any director delegated by the Chairman or chosen by the directors
present, shall call meetings of the Board 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 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 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 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 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, by resolution adopted by a majority
of the full Board, may designate from among its members one or more committees,
with each such committee consisting of one or more of the directors of the
Corporation as provided herein. In the absence or disqualification of a member
of a committee, the Board, by resolution adopted in accordance with this
Section, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member, provided,
however, that any such appointment shall satisfy the independence, composition
and experience requirements of the Nasdaq Rules, Exchange Act and the
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), to the extent necessary. Each
committee shall hold such regular or special meetings as its members shall deem
necessary or appropriate and shall keep regular minutes of its meetings and
regularly report the same to the Board.

         To the extent provided in the resolution of the Board establishing and
constituting such committees, such committees, including without limitation
those committees set forth under Sections 4.16, 4.17, 4.18 and 4.19 herein,
shall have and may exercise all the authority of the Board, 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 or any committee thereof;

         (c) adopt, amend, or repeal these Bylaws;

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         (d) authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board; 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 may authorize a committee
(or a senior executive officer of the Corporation) to do so within limits
specifically prescribed by the Board.

Notwithstanding the foregoing, except with respect to each of the Audit
Committee, the Compensation Committee, the Corporate Governance and the
Executive Committee, the Board, 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, 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 Bylaws which govern meetings, notice and
waiver of notice, and quorum and voting requirements of the Board 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 Audit Committee. The Audit Committee shall be composed of
three or more members of the Board, each of whom satisfies the independence,
experience and composition requirements (as applicable to the Corporation) of
the Nasdaq Rules, the Exchange Act, and Sarbanes-Oxley. The Audit Committee
shall be responsible for reviewing and maintaining the Audit Committee Charter
to the standards of the Nasdaq Rules, the Exchange Act, and Sarbanes-Oxley. The
Audit Committee shall have the sole authority to engage and discharge, review
the independence, qualifications, activities and compensation of the
Corporation's independent certified public accountants and recommend to the
Board the appointment of the independent certified public accountants. The Audit
Committee shall assure regular rotation of the lead and concurring audit
partners and shall be responsible for the Corporation's financial policies,
control procedures, accounting staff, internal audit function and reviews and
approval of the Corporation's financial statements. The Audit Committee shall
also be responsible for the review of transactions between the Corporation and
any Corporate officer, director or entity in which an officer or director of the
Corporation has a material interest. The Audit Committee shall develop and
maintain procedures for the submission of complaints and concerns about
accounting and auditing matters, and shall assure that Chief Executive Officer
and Chief Financial Officer certifications meet their obligations by performing
a review and evaluation of the Corporation's disclosure controls and procedures.
The Audit Committee shall have the authority to engage the services of an
outside advisor when required and shall receive reports from the outside auditor
on critical accounting policies, significant accounting judgments and estimates,
off-balance sheet transactions and non-GAAP financial measures.

         Section 4.17 Stock Option/Compensation Committee ("Compensation
Committee"). The Compensation Committee shall be composed of three or more
members of the Board, each of whom satisfies the independence, experience and
composition requirements of the Nasdaq Rules, the Exchange Act, and
Sarbanes-Oxley. The Compensation Committee shall be responsible for establishing
the compensation of the Corporation's directors, Chief Executive Officer and all
other executive officers, including salaries, bonuses, severance arrangements,
and other executive officer benefits. The Compensation Committee's duties may
include, but are not limited to: (i) review of key employee compensation
policies, plans and programs, (ii) review and approval of the compensation of
the executive officers of the Corporation, (iii) review and approval of any
employment contracts, severance arrangements, change of control arrangements or
similar arrangements between the Corporation and any executive officer of the
Corporation, (iv) administering the Corporation's stock option plans, incentive
compensation plan programs and any such plans that the Board may from time to
time adopt and to exercise all the powers, duties and responsibilities delegated
by the Board with respect to such plans, and (v) any other duties set forth in
the Compensation Committee's Charter and policies.

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         Section 4.18 Corporate Governance/Nominating Committee ("Corporate
Governance Committee"). The Corporate Governance Committee shall be composed of
three or more members of the Board, each of whom satisfies the independence,
experience and composition requirements of the Nasdaq Rules, the Exchange Act
and Sarbanes-Oxley. The Corporate Governance Committee shall review the
Corporation's policies and practices to meet the standards suggested by various
groups or authorities active in corporate governance and practices of other
public companies and shall select nominees for election as directors of the
Corporation.

         Section 4.19 Executive Committee. The Executive Committee shall be
composed of three or more members of the Board, each of whom satisfies the
independence, experience and composition requirements of the Nasdaq Rules, the
Exchange Act and Sarbanes-Oxley. The Executive Committee shall be responsible
for performing all tasks of the Board on behalf of the Board between meetings of
the Board to the extent permitted by these Bylaws and applicable law.

         Section 4.20 Action Without Meeting. Any action required or permitted
by the Act to be taken at a meeting of the Board 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 Chief Executive Officer, a President, the Executive Vice Presidents, the
Senior Vice Presidents, the Vice Presidents, a Secretary, and a Treasurer, each
of whom shall be elected by the Board. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board.
The Board 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 shall be elected annually by the Board at
the first meeting of the Board 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 may remove any officer and, unless
restricted by the Board, 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. Any vacancy occurring in any office of the
Corporation because of death, resignation, removal, disqualification, or
otherwise, shall be filled as soon thereafter as practicable by the Board for
the unexpired portion of the term.

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         Section 5.6 Chairman of the Board. The Chairman shall be a member of
the Board and shall preside over all meetings of the Board and shareholders of
the Corporation. In the absence of the Chairman or in the event for any reason
it shall be impracticable for the Chairman to act personally, the Chief
Executive Officer shall preside at all meetings of the Board. The Chairman shall
perform such other powers and duties as may from time to time be assigned to him
or her by the Board, or as may be prescribed by these Bylaws.

         Section 5.7 Chief Executive Officer. The Chief Executive Officer shall
be the principal executive officer of the Corporation and, subject to the
direction of the Board, shall in general supervise and control all of the
business and affairs of the Corporation. The Chief Executive Officer shall have
authority, subject to such rules as may be prescribed by the Board, 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 Chief
Executive Officer. The 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, 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; and, except as otherwise provided by law
or the Board, the Chief Executive Officer may authorize the Chairman, 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
Chief Executive Officer and such other duties as may be prescribed by the Board
from time to time.

         Section 5.8. President. In the absence of the Chief Executive Officer,
or in the event of his or her death, inability or refusal to act, or in the
event for any reason it shall be impracticable for the Chief Executive Officer
to act personally, the President shall perform the duties of the Chief Executive
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer. If the Chief Executive
Officer is not present, the President shall preside at all meetings of the Board
and shareholders. The President shall have authority, subject to such rules as
may be prescribed by the Board, 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, 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; and, except as otherwise
provided by law or the Board, 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 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, (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board, 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, the Chief Executive Officer, the
President, or by the Board. 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 and Executive 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 (and of
committees thereof) in one or more books provided for that purpose (including
records of actions taken by the shareholders or the Board (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

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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.

         Section 5.11 Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) maintain appropriate accounting records; (c) 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 Bylaws; and (d) 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. If required by the Board, 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 shall determine.

         Section 5.12 Assistant Secretaries and Assistant Treasurers. There
shall be such number of Assistant Secretaries and Assistant Treasurers as the
Board may from time to time authorize. The Assistant Treasurers shall
respectively, if required by the Board, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board 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.

         Section 5.13 Other Assistants and Acting Officers. The Board 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 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 or the appointing officer.

         Section 5.14 Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board 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 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 Chief Executive Officer, or the President; 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.

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         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.

         Section 6.4 Voting of Securities Owned by Corporation. Subject always
to the specific directions of the Board, (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, the Chief Executive Officer, or the President, or an Executive or
Senior Vice President, and (b) whenever, in the judgment of the Chairman, the
Chief Executive Officer, or the President, or an Executive or Senior Vice
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, the Chief
Executive Officer, or the President, or an Executive or Senior Vice President,
without necessity of any authorization by the Board, 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 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 shall determine that the consideration received or to be received for the
shares to be issued is adequate. The determination of the Board 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 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 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 Articles 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. Such certificates shall be signed (either manually or
in facsimile) by the Chief Executive Officer, the President, or any other
persons designated by the Board 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 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 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 for shares for registration of transfer, the Corporation may treat
the registered owner of such shares as the person exclusively entitled to vote,
to

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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.

         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 Articles of the restrictions imposed by the Corporation upon the
transfer of such shares.

         Section 7.5 Lost, Destroyed, or Stolen Certificates. Unless the Board
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 or any principal officer, and (c) satisfies such other
reasonable requirements as may be prescribed by or under the authority of the
Board.

         Section 7.6 Stock Regulations. The Board 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 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, a record of all actions taken by the
shareholders or Board without a meeting, and a record of all actions taken by a
committee of the Board in place of the Board 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.

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         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

         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' 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 (2003). 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

         Power to Amend. These Bylaws may be amended or repealed by either the
Board or the shareholders, unless the Act reserves the power to amend these
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 Bylaws generally or any particular bylaw provision, provide
expressly that the Board may not amend or repeal these 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 the Articles 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 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 Articles of the
Corporation.

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-------------------------------------
Karen S. Castillo
Corporate Secretary

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