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Exhibit 3.2

                                     BYLAWS
                                       OF
                         FIRST NATIONAL BANCSHARES, INC.

                         AMENDED AS OF FEBRUARY 19, 2004

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                                TABLE OF CONTENTS

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<S>                                                                          <C>
ARTICLE I
    Conduct of Corporate Business                                             1

ARTICLE II
    Shareholders                                                              1
       Section 1.   Powers and Duties                                         1
       Section 2.   Method of Acting                                          1
       Section 3.   Annual Meetings                                           2
       Section 4.   Special Meetings                                          2
       Section 5.   Adjourned Meetings                                        2
       Section 6.   Determination of Shareholders                             2
       Section 7.   Record of Shareholders Having Voting Rights               3
       Section 8.   Quorum                                                    3
       Section 9.   Voting                                                    3
       Section 10.  Proxies                                                   4
       Section 11.  Order of Business                                         6
       Section 12.  Minutes of Meetings                                       6
       Section 13.  Nominations for Director                                  7

ARTICLE III
    Board of Directors                                                        7
       Section 1.   Powers and Duties                                         7
       Section 2.   Number and Qualifications                                 8
       Section 3.   How Selected                                              8
       Section 4.   Term of Office                                            8
       Section 5.   Oath of Office                                            9
       Section 6.   Method of Acting                                          9
       Section 7.   Presumption of Assent                                     9
       Section 8.   Annual Meetings                                          10
       Section 9.   Regular Meetings                                         10
       Section 10.  Special Meetings                                         10
       Section 11.  Adjourned Meetings                                       11
       Section 12.  Quorum                                                   11
       Section 13.  Voting                                                   11
       Section 14.  Vacancies                                                11
       Section 15.  Removal of Directors                                     11
       Section 16.  Authority to Collect, Account For and Pay Over Taxes     11
       Section 17.  Director and Officer Conflict of Interest                12
       Section 18.  Committees                                               12
       Section 19.  Chairman                                                 14

ARTICLE IV
    Officers                                                                 14
       Section 1.   Number                                                   14
       Section 2.   Selection                                                14
       Section 3.   Term of Office                                           14
       Section 4.   Powers and Duties of Officers                            15
       Section 5.   Two or More Positions Held by One Person                 17
       Section 6.   Bond                                                     17
       Section 7.   Vacancies, How Filled                                    17
       Section 8.   Compensation of Officers                                 17
       Section 9.   Removal of Officers                                      17
       Section 10.  Reimbursement of Disallowed Expenses                     17
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<S>                                                                          <C>
ARTICLE V
    Corporate Seal                                                           18

ARTICLE VI
    Shares of Stock                                                          18
       Section 1.   Description of Share Certificates                        18
       Section 2.   Issuance of Shares                                       18
       Section 3.   Restricted Shares                                        18
       Section 4.   Transfer of Shares                                       18
       Section 5.   Lost Certificates                                        19

ARTICLE VII
    Dividends                                                                19
       Section 1.   Declaration                                              19
       Section 2.   Types                                                    19

ARTICLE VIII
    Indemnification of Directors, Officers, Employees and Agents             20
       Section 1.   Insurance                                                20
       Section 2.   Action Against a Party Because of Corporate Position     21
       Section 3.   Action by or in the Right of Corporation                 21
       Section 4.   Reimbursement if Successful                              22
       Section 5.   Authorization                                            22
       Section 6.   Advance Reimbursement                                    22
       Section 7.   Further Indemnification                                  23
       Section 8.   Continuing Right of Indemnification                      23
       Section 9.   Limitation on Indemnity and Reimbursement                23

ARTICLE IX
    Miscellaneous                                                            24
       Section 1.   Bills, Notes, etc.                                       24
       Section 2.   Amendments                                               24
       Section 3.   Notice                                                   24
       Section 4.   Waiver of Notice                                         25
</TABLE>

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                                    ARTICLE I
                          Conduct of Corporate Business

         The business of this Corporation shall be conducted in accordance with:

1.       Applicable provisions of the law.

2.       Its Articles of Incorporation and any and all amendments that may be
         made.

3.       Rules and regulations, including these Bylaws and any amendments, that
         may be adopted by the Board of Directors.

                                   ARTICLE II
                                  Shareholders

         Section 1. Powers and Duties. The shareholders of the Corporation shall
have the following powers and duties:

a.       To elect and remove directors.

b.       All other powers and duties conferred upon the shareholders by the laws
of the State of Florida.

         Section 2. Method of Acting.

a.       Meetings. Any action of the shareholders may be taken at an annual or
special meeting as provided in these Bylaws.

b.       Action by Shareholders Without a Meeting. Any action of the
shareholders of the Corporation may be taken without a meeting provided a
resolution or a consent in writing to the action in question is signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, and such resolution
or consent is filed among the records of the Corporation. In the event that the
action to which the shareholders consent is such that would have required the
filing of any certificate or document with the Department of State of the State
of Florida under Chapter 607, Florida Statutes, or any other applicable law, the
document or certificate shall state that written consent, pursuant to Section
607.0704, Florida Statutes, was given in lieu of meeting.

c.       Action by Participation. Any action of the shareholders may be taken by
which all participants are able to converse with one another, expressly
including discussions by telephone, radio or other communications device.
Physical presence of the participants at the same place is not necessary for
shareholders to take action.

         Section 3.  Annual Meetings.

a.       Date, Place and Time Held. Meetings of the shareholders of the
Corporation shall be held annually within the first six months of each year, or
at any other time permitted by the law, at such time and place as may be fixed
by the Board of Directors.

b.       Business to be Conducted. The annual meeting of the shareholders of the
Corporation shall be held for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.

         Section 4. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors or by the holders of not less
than a majority of all the shares entitled to vote at the meeting, upon the
giving of notice as provided in Section 3, Article IX of these Bylaws.

         Section 5. Adjourned Meetings. When a meeting is adjourned to another
time and place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting was adjourned are announced
at the meeting at which the ajournment is taken. If, however, after the
adjournment, the Board fixes a new record date for the adjournment meeting, a
notice of the adjourned meeting shall be given as provided in Section 3, Article
IX of these Bylaws to each shareholder of record on the new record date entitled
to vote at such meeting.

         Section 6. Determination of Shareholders. For the purpose of
determining the 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
purpose, the following methods may be used:

a.       Closing of Transfer Books. The Board of Directors may provide that the
stock transfer books shall be closed for a stated period not to exceed, in any
case, sixty days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of, or to vote at, a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.

b.       Fixing Record Date. The Board of Directors may fix in advance a date as
the regular date for any such determination of shareholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of

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shareholders is to be taken.

c.       Mailing of Notice. In the event that the stock transfer books are not
closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, the date on which
the notice of the meeting is mailed shall be the record date for the
determination of shareholders.

d.       Resolution Declaring Dividend. In the event that the stock transfer
books are not closed and no record date is fixed for the determination of
shareholders entitled to receive payment of a dividend, the date on which the
resolution by the Board of Directors declaring such dividend is adopted shall be
the record date for the determination of shareholders.

         Section 7. Record of Shareholders Having Voting Rights. The Corporation
shall comply with the requirements of Section 607.0720, Florida Statutes, or any
successor statute, regarding the compilation of a list of shareholders entitled
to vote at any meeting.

         Section 8. Quorum. A majority of the shareholders entitled to vote,
represented in person, by participation as described in this Article, or by
proxy, shall constitute a quorum at a meeting of shareholders.

         Section 9. Voting.

a.       Voting of Shares. Each outstanding share shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.

         (1)      Election of Directors. At each election of directors, every
shareholder entitled to vote in such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for one of the persons
nominated to each position as a director to be elected at that time and for
whose election he has a right to vote. All directors shall be elected to the
Board of Directors by an affirmative vote of the holders of not less than a
majority of all issued and outstanding shares of stock of the Corporation.

b.       Voting of Shares by Certain Holders.

         (1)      Shares Standing in the Name of Another Corporation. Shares
standing in the name of another corporation may be voted by such officer, agent,
or proxy as the Bylaws of such corporation may prescribe, or, in the absence of
such provision, by such person as the Board of Directors of such corporation may
designate. Proof of such designation may be made by presentation of a certified
copy of the pertinent Bylaw provision or other instrument of the corporate
shareholder. In the absence of any such designation or in case of conflicting
designations by the corporate shareholder, the Chairman of the Board, the
President, any Vice President, the Secretary, and the Treasurer of the corporate
shareholder shall be presumed to possess, in that order, authority to vote such
shares.

         (2)      Shares Held by an Administrator. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name.

         (3)      Shares Standing in the Name of a Trustee. Shares standing in
the name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name.

         (4)      Shares Standing in the Name of a Receiver. Shares standing in
the name of a receiver may be voted by such receiver, and shares held by or
under the control of a receiver may be voted by such receiver without the
transfer of such shares into his name, if authority to do so is contained in an
appropriate order of the court by which such receiver was appointed.

         (5)      Pledged Shares. A shareholder whose shares are pledged shall
be entitled to vote such shares unless and until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares so transferred.

         Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting, or his duly
authorized attorney-in-fact, may authorize another person or persons to act for
him by proxy. Proxies shall be valid for only one meeting, to be specified
therein, and any adjournment of such meeting. Proxies shall be voted whenever a
vote is taken. Proxies which have been executed may be revoked by the attendance
of the shareholder at the meeting in person, or by the execution and filing of a
subsequent proxy. Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after the expiration date of eleven
months from the date thereof unless otherwise provided in the proxy.

a.       Revocable Proxies. Every proxy shall be revocable at the pleasure of
the shareholder executing it, except as otherwise provided in this section. The
authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.

b.       Irrevocable Proxy. A proxy which states that it is irrevocable is
irrevocable when it is held by any of the following or a nominee of any of the
following.

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         (1)      A pledgee.

         (2)      A person who has purchased or agreed to purchase the shares.

         (3)      A creditor or creditors of the Corporation who extend or
continue credit to the Corporation in consideration of the proxy, if the proxy
states that it was given in consideration of such extension or continuation of
credit, the amount thereof, and the name of the person extending or continuing
credit.

         (4)      A person who has contracted to perform services as an officer
of the Corporation, if a proxy is required by the contract of employment and if
the proxy states that it was given in consideration of such contract of
employment and states the name of the employee and the period of employment
contracted for.

         (5)      The person designated by or under an agreement under Section
607.0731 (1), Florida Statutes, relating to shareholders' agreements, or any
successor statute.

c.       Revocability of Irrevocable Proxies. Notwithstanding the provision in
the proxy statement that it is irrevocable, the proxy becomes revocable after
the pledge is redeemed, the debt of the Corporation is paid, the period of
employment provided for in the contract of employment is terminated, or the
agreement under Subsection 607.0731 (1), Florida Statutes, has terminated and,
in a case provided for in Section 10b(3) or Section 10b(4) of this Article,
becomes revocable three years after the date of the proxy or at the end of the
period if any, specified therein, whichever period is less, unless the period of
irrevocability is renewed from time to time by the execution of the new
irrevocable proxy as provided in this section. This paragraph does not affect
the duration of a proxy under Section 10a of this Article. A proxy may be
revoked, notwithstanding the provision making it irrevocable, by a purchaser of
shares without knowledge of the existence of such provision, unless the
existence of the proxy and its irrevocability is noted conspicuously on the face
or back of the certificate representing such shares.

d.       Multiple Holders of Proxies for Same Shares. If a proxy for the same
confers authority upon two or more persons and does not otherwise provide, a
majority of them present at the meeting, or if only one is present, then that
one may exercise all the powers conferred by the proxy; but if the proxy holders
present at the meeting are equally divided as to the right and manner of voting
in any particular case, the voting of such shares shall be prorated.

e.       Substitution. If a proxy expressly provides, any proxy holder may
appoint, in writing, a substitute to act in his place.

         Section 11. Order of Business. The order of business at all meetings of
the shareholders shall be as follows:

a.       Roll call.

b.       Proof of notice of meeting, or a waiver of notice.

c.       Transaction of business.

d.       Adjournment.

         Section 12. Minutes of Meetings. The minutes of all meetings of the
shareholders shall be reduced to writing and signed by the Secretary and
Chairman of the Board. The minutes of a meeting need not state whether all
participants were present in person, and a statement in the minutes that a
meeting was held and that a quorum was present shall be conclusive as against
any third party.

         Section 13. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the Board of Directors of the Corporation, shall be made in writing
and shall be delivered or mailed to the Chairman of the Board of Directors not
less than 14 days and not more than 50 days prior to any meeting of shareholders
called for the election of directors, provided, however, that if less than 21
days' notice of the meeting is given to shareholders, such nomination shall be
mailed or delivered to the Chairman of the Board not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each proposed
nominee; (b) a biographical description of each nominee, including his or her
principal occupation and any previous banking experience; (c) the total number
of shares of capital stock of the Corporation that is expected to be voted for
each proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Corporation
owned by the notifying shareholder. Nominations not made in accordance herewith
may, in his discretion, be disregarded by the Chairman of the meeting, and upon
his instructions, the vote tellers shall disregard all votes cast for any such
nominee.

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                                   ARTICLE III
                               Board of Directors

         Section 1. Powers and Duties. The Board of Directors of the Corporation
shall have the power and duty to:

a.       Direct the management of the business and affairs of the Corporation.

b.       Fix the compensation of directors and officers of the Corporation.

c.       Hold annual meetings and, in addition, such other regular and special
meetings as the Board may deem appropriate or necessary.

d.       Elect and remove officers.

e.       Adopt such rules and regulations for the conduct of their meetings and
the management of the Corporation as they may deem proper and which are not
inconsistent with these Bylaws, the Articles of Incorporation, and applicable
laws and regulations.

f.       Designate committees of the Board.

g.       Take any and all actions not prohibited by law.

         Section 2. Number and Qualifications. The number of members of the
Board of Directors shall be fixed by the Board of Directors provided, however,
that the Board of Directors shall not consist of less than five members. Not
less than a majority of the directors must, during their whole term of service,
be citizens of the United States, and at least three-fifths of the directors
must have resided in the State of Florida for at least one (1) year preceding
their election and must be residents therein during their continuance in office.

         Section 3. How Selected. Unless appointed to fill a vacancy, directors
shall be elected at the annual meeting of shareholders or at a special meeting;
provided that a majority of the full Board of Directors may, at any time during
the year following the annual meeting of shareholders in which such action has
been authorized, increase the number of directors of the Corporation by not more
than two, and appoint persons to fill the resulting vacancies.

         Section 4. Term of Office. Directors shall be elected at the annual
meeting of shareholders and shall hold office until the annual meeting next
succeeding their election and until their successors are elected and qualified.

         Section 5. Oath of Office. Each director, upon assuming office, shall
acknowledge that he will diligently and honestly administer the affairs of the
Corporation and will not knowingly violate, or willfully permit to be violated,
any of the provisions of the Florida Business Corporation Act.

         Section 6. Method of Acting.

a.       Meetings. Any action of the Board of Directors may be taken at an
annual, regular or special meeting as provided in these Bylaws. The Board of
Directors shall act by majority vote of its members unless otherwise provided in
these Bylaws, the Articles of Incorporation, or any applicable law.

b.       Action by Directors Without a Meeting. Any action required to be taken
at a meeting of the directors of the Corporation, or any action which may be
taken at a meeting of the directors or a committee thereof, may be taken without
a meeting if a consent in writing setting forth the action so to be taken and
signed by all of the directors or all of the members of the committee, as the
case may be, is filed in the minutes of the proceedings of the Board or of the
committee. Such consent shall have the same effect as a unanimous vote.

c.       Action by Participation. Any action which may be taken by the directors
of the Corporation may be taken by any means by which all participants in the
meeting are able to converse with one another and expressly includes discussions
by conference telephone or similar communications equipment by means of which
all persons participating can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.

         Section 7. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         Section 8. Annual Meetings.

a.       Date, Place and Time Held. The annual meeting of the directors of the
Corporation shall be held as soon as practicable after the annual meeting of the
shareholders.

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b.       Business to be Conducted. The business to be conducted at each annual
meeting of the Board of Directors shall be:

         (1)      The organization of the new Board of Directors.

         (2)      The election of officers.

         (3)      The transaction of any other business which may come before
the meeting.

         Section 9. Regular Meetings.

a.       Date, Place and Time Held. Regular meetings of the Board of Directors
shall be held at such time and at such place as the Board of Directors may
decide from time to time.

b.       Persons Calling the Meeting. Meetings of the Board of Directors may be
called by the Chairman of the Board, by the president of the Corporation, or by
a majority of the directors.

c.       Business to be Conducted. The business to be conducted at the regular
meetings of the Board of Directors shall be any business which the Board of
Directors may deem necessary or appropriate in order to direct the management of
the affairs and business of the Corporation.

         Section 10. Special Meetings.

a.       When Called. If no regular meetings of the Board of Directors are
called as stated in Section 9 of this Article, then all meetings of the Board of
Directors, other than annual meetings, shall be by special meetings. Special
meetings may be called at any time.

b.       Persons Calling Meeting. Special meetings of the Board of Directors may
be called by the Chairman of the Board, by the president of the Corporation, or
by a majority of the directors.

c.       Business to be Conducted. The business to be conducted at any special
meeting of the Board of Directors shall be any business which the Board of
Directors deems necessary or appropriate in order to direct the management of
the affairs and business of the Corporation. No action taken by the Board of
Directors at any special meeting shall be ineffective or defective solely
because it was not mentioned or described in the notice of the meeting.

         Section 11. Adjourned Meetings. A majority of the directors present,
whether or not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place. Notice of any such adjourned meeting shall
be given to the directors who were not present at the time of adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other directors.

         Section 12. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
In the event a quorum is not present, a majority of the directors present may
adjourn any meeting of the Board of Directors to another time and place as
provided in Section 11 of this Article.

         Section 13. Voting. At all meetings of the Board of Directors, each
director shall have one (1) vote and the majority vote of the directors present
shall prevail unless a greater number of votes is required by any applicable
law, by the Corporation's Articles of Incorporation, or by these Bylaws.

         Section 14. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase of the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors even though the number of the remaining directors may be less than a
quorum of the Board of Directors. A director so elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.

         Section 15. Removal of Directors. Any one or more of the directors may
be removed either with or without cause at any time by vote of shareholders at
any special meeting called for such purpose. In such voting, a director(s) shall
be removed upon the affirmative vote of the holders of 75 percent of the
outstanding voting stock qualified to vote at a meeting for the election of
Directors. A director may not be removed without such a meeting the notice for
which shall specify the purpose for the meeting.

         Section 16. Authority to Collect, Account For and Pay Over Taxes.
Notwithstanding the generality of the powers and duties of the Board of
Directors to direct the management of the business of this Corporation, neither
the Board as a Board, nor an individual director as a director, shall have any
authority to collect, account for or pay over any sums of money as taxes imposed
upon the Corporation by any governmental authority, whether municipal, county,
state or federal.

         Section 17. Director and Officer Conflict of Interest. Contracts and
transactions between the Corporation and one or more interested directors or
officers shall not be void or voidable solely because of the involvement or vote
of

<PAGE>

such interested persons as long as: (a) the contract or transaction is approved
in good faith by the Board of Directors or appropriate committee by the
affirmative votes of a majority of disinterested directors, even if the
disinterested directors be less than a quorum, at a meeting of the Board or
committee at which the material facts as to the interested person or persons and
the contract or transaction are disclosed or known to the Board or committee
prior to the vote; or (b) the contract or transaction is approved in good faith
by the shareholders after the material facts as to the interested person or
persons and the contract or transaction had been disclosed to them; or (c) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the Board, committee, or shareholders; and
(d) the requirements of all applicable laws and regulations are met. Interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board or committee which authorizes the contract or transaction. For
purposes of this section, an interested director or officer is one who is a
party to a contract or transaction with the Corporation or who is an officer or
director of, or has a financial interest in, another corporation, partnership or
association which is a party to a contract or transaction with the Corporation.

         Section 18. Committees.

a.       Standing Committees. The following standing committees may be formed:

         (1)      Executive Committee.

b.       Executive Committee.

         (1)      The Board of Directors may designate from among its members an
executive committee of not less than three (3) nor more than seven (7) members,
which shall have and may exercise all the authority of the Board of Directors,
except that no such committee shall have the authority to:

                  (a)      Approve or recommend to shareholders actions or
proposals required by law to be approved by shareholders;

                  (b)      Designate candidates for the office of director, for
purposes of proxy solicitation or otherwise;

                  (c)      Fill vacancies on the Board of Directors or any
committee thereof;

                  (d)      Amend the Bylaws;

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

                  (f)      Authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of the series of a
class of shares.

         (2)      The Board, by resolution adopted in accordance with subsection
(1), 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.

c.       Other Committees. The Board of Directors or the Chairman of the Board
may appoint other committees from time to time for such purposes and with such
powers as the Board or Chairman may determine.

d.       Term. The term of each standing committee and each additional committee
appointed shall continue until the next annual meeting of shareholders following
its appointment, at which time the existence of the committee shall
automatically terminate unless the committee is reappointed at the annual
meeting of directors held immediately thereafter; provided, however, that the
existence of any committee may be terminated at any time by affirmative action
of the Board.

e.       Meetings. Each committee shall hold as many meetings as are necessary
to continue or complete the performance of its duties.

f.       Record of Meetings. Each committee shall keep or cause to be kept
minutes of each meeting held, and each set of minutes shall include a
description of all matters considered and all decisions, if any, made. The
minutes of all meetings held since the time of the last preceding regular Board
of Directors meeting shall be filed with the Chairman of the Board at or prior
to the next regular board meeting and copies of the minutes shall be presented
to the Board as part of the committee's report.

         Section 19. Chairman. The Board of Directors shall elect a Chairman of
the Board and a Vice Chairman of the Board at each annual meeting of directors
and whenever vacancies in such offices occur. The powers and duties of the
Chairman shall be as follows:

a.       To preside at all meetings of shareholders and directors;

b.       To exercise all powers and perform all duties assigned to him under
these Bylaws or by the Board of Directors.

         During the absence or inability of the Chairman to perform his duties
or exercise his powers, the same shall be performed and exercised by the Vice
Chairman; and when so acting, he shall have the powers and be subject to all
responsibilities hereby given to or imposed upon the Chairman.

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                                   ARTICLE IV
                                    OFFICERS

         Section 1. Number. The officers of the Corporation shall be:

a.       President.

b.       One or more Vice Presidents.

c.       Secretary.

d.       Treasurer.

e.       Such other officers as the Board of Directors may from time to time
deem necessary for the proper conduct of the corporate business.

         Section 2. Selection. All officers of the Corporation shall be elected
by the Board of Directors at such time and in such manner as may be prescribed
in these Bylaws.

         Section 3. Term of Office. Each officer shall hold office until his
successor is duly appointed or elected by the Board of Directors.

         Section 4. Powers and Duties. The powers and duties of the officers of
the Corporation shall be as follows:

a.       President. Unless otherwise designated by the Board of Directors, the
President shall be the Chief Executive Officer (i.e., the full-time managing
officer of the Corporation) and, as such, shall have the following powers and
duties:

         (1)      During any period of time that he is serving as Chief
Executive Officer, he shall be a member of the Board of Directors.

         (2)      He may cause to be called special meetings of the shareholders
and directors in accordance with these Bylaws.

         (3)      He shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees and clerks of the Corporation,
other than the duly elected officers, subject to policies adopted by the Board
of Directors.

         (4)      He shall sign and make all contracts and agreements in the
name of the Corporation, and see that they are properly carried out.

         (5)      He shall see that the books, reports, statements, and
certificates of the Corporation are properly kept, made, and filed according to
law.

         (6)      He shall sign all certificates of stock, notes, drafts, or
bills of exchange, warrants or other orders for the payment of money duly drawn
by the treasurer.

         (7)      He shall enforce these Bylaws and perform all of the duties
incident to the position and office, and which are required by law.

b.       Vice Presidents. One or more Vice Presidents may be designated by that
title or such additional title or titles as the Board of Directors may
determine. The duties of the Vice Presidents shall be as follows:

         During the absence and inability of the President to perform his duties
or exercise his powers, as set forth in these Bylaws or in the acts under which
this Corporation is organized, the same shall be performed and exercised by a
Vice President (in such order of seniority as may be determined by the Board of
Directors or, failing such determination, as may be designated by the Chairman
of the Board); and when so acting, he shall have the powers and be subject to
all responsibilities hereby given to or imposed upon the President. However, the
Vice President shall not become a member of the Board of Directors unless
elected by the Board of Directors. The Vice Presidents shall have such powers
and perform such duties as usually pertain to their office or as are assigned to
them by the President or the Board of Directors.

c.       Secretary. The Secretary shall have such powers and perform such duties
as are incident to the Office of Secretary of a Corporation or as are assigned
to him by the President or the Board of Directors, including the following:

         (1)      He shall keep the resolutions, forms of written consent,
minutes of the meetings of the Board of Directors and of the shareholders, and
other official records of the Corporation in appropriate books.

         (2)      He shall give and serve all notices of the Corporation.

         (3)      He shall be custodian of the records and of the corporate
seal, and affix the latter when required.

         (4)      He shall keep the stock and transfer books in the manner
prescribed by law, so as to show at all times the amount of capital stock, the
manner and the time the same was paid in, the names of the owners thereof,
alphabetically arranged, their respective places of residences, their post
offices addresses, the number of shares owned by each, the time at which each
person became such owner, and the amount paid thereon; and keep such stock and
transfer books open daily during the business hours and at the main office of
the Corporation, subject to the inspection of such shareholders as are
authorized to inspect the same, as provided in Article II, Section 1 of these
Bylaws.

         (5)      He shall sign all certificates of stock.

         (6)      He shall present to the Board of Directors all communications
addressed to him officially by the

<PAGE>

President or any officer or shareholder of the Corporation.

         (7)      He shall attend to all correspondence and perform all the
duties incident to the Office of Secretary.

d.       Treasurer. The Treasurer of the Corporation shall be responsible for
the maintenance of accurate financial records and shall have such other powers
and duties as are assigned to him by the President or the Board of Directors.

e.       Other Officers. Other officers, if any, elected by the Board of
Directors shall have such powers and duties as are assigned to them by the
President or the Board of Directors.

         Section 5. Two or More Positions Held by One Person. In the event that
one person shall hold two or more offices of the Corporation, such person shall,
when acting on behalf of the Corporation in his capacity as an officer of the
Corporation, designate which capacity or capacities in which he is acting and
upon doing so shall be deemed to act only in the capacity or capacities so
designated.

         Section 6. Bond. The Cashier and Treasurer shall, if required by the
Board of Directors, give to the Corporation such security for the faithful
discharge of the duties of such offices as the Board may direct.

         Section 7. Vacancies, How Filled. All vacancies in any office shall be
filled by the Board of Directors without undue delay in the manner set forth in
these Bylaws for the election of officers.

         Section 8. Compensation of Officers. The officers of the Corporation
shall receive such salary or other compensation as may be determined by the
Board of Directors.

         Section 9. Removal of Officers. Any officer elected or appointed by the
Board of Directors may be removed by majority vote of the Board whenever, in its
judgement, the best interest of the Corporation will be served thereby.

         Section 10. Reimbursement of Disallowed Expenses. Any payments made to
an officer of the Corporation, such as salary, commission, bonus, interest,
rent, or entertainment expense incurred by him, which are later determined for
federal income tax purposes to be excessive in whole or in part and are
disallowed as deductions from income, shall, at the option of the Board of
Directors, be reimbursed by such officer to the Corporation to the full extent
of such excess.

                                    ARTICLE V
                                 Corporate Seal

         Section 1. Seal. The Corporation shall not have a corporate seal.

                                   ARTICLE VI
                                 Shares of Stock

         Section 1. Description of Share Certificates. The certificates
representing shares shall state upon their face:

a.       The name of the Corporation;

b.       That the Corporation is organized under the laws of the State of
Florida;

c.       The name of the person or persons to whom they are issued;

d.       The number and class of shares and designation of series, if any;

e.       The par value, if any.

         Section 2. Issuance of Shares. All certificates issued shall be
registered and numbered in the order in which they are issued. They shall be
issued in consecutive order, and on the face of each share shall be entered the
name of the person owning the shares represented by the certificate, the number
of shares represented by the certificate, and the date of issuance of the
certificate. Upon issuance, the certificate shall be signed by the President or
a Vice President, and countersigned by the Secretary or an assistant secretary,
and sealed with the seal of the Corporation. No certificate shall be issued for
any share until such share is fully paid.

         Section 3. Restricted Shares. Every certificate representing shares
which are restricted as to the sale, disposition, or other transfer of shares
shall state that such shares are restricted as to their transfer and shall set
forth or fairly summarize upon the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of such restrictions.

         Section 4. Transfer of Shares. The shares of the Corporation shall be
assigned and transferable on the books of

<PAGE>

the Corporation only by the person in whose name it appears on said books, or
his duly authorized legal representative. In case of transfer by an attorney,
the power of attorney, duly executed and acknowledged, shall be deposited with
the Secretary of the Corporation. In all cases of transfer, the former
certificate must be surrendered and cancelled before a new certificate will be
issued. No transfer shall be made upon the books of the Corporation while the
transfer books of the Corporation are closed.

         Section 5. Lost Certificates. In the event that a replacement of a lost
certificate is requested, the Board of Directors shall have power to authorize
the issuance of a duplicate certificate upon affidavit and satisfactory proof
that the original has been lost, misplaced or destroyed, and upon the
Corporation being satisfactorily indemnified against such loss.

                                   ARTICLE VII
                                    Dividends

         Section 1. Declaration. The Board of Directors may by resolution or
vote declare such dividends as are permitted pursuant to Florida law, and which
are not otherwise prohibited by any other applicable law or regulation, whenever
in their opinion the condition of the Corporation's affairs will render it
expedient for such dividends to be declared; provided, however, that no such
dividends shall be declared when the Corporation is insolvent, when such payment
would render the Corporation insolvent, or when the declaration or payment
thereof would be contrary to applicable laws or regulations or to any
restrictions contained in the Articles of Incorporation.

         Section 2. Types. The following types of dividends may be declared from
time to time by the Board of Directors;

a.       Dividends in cash or property; provided, however, that such dividends
may be paid only out of the unreserved and unrestricted earned surplus of the
Corporation.

b.       Dividends in cash paid for out of current net profits or retained
earnings in accordance with the provisions of Florida Statutes, or any successor
statute.

c.       Dividends paid in the Corporation's own authorized but unissued shares
out of any unreserved and unrestricted surplus of the Corporation upon the
following conditions:

         (1)      If the dividend is payable in its own shares having a par
value, such shares shall be issued at not less than the par value, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be issued as
a dividend;

         (2)      If a dividend is payable in its own shares without par value,
such shares shall be issued at such stated value as shall be fixed by the Board
of Directors by a resolution adopted at the time such dividend is declared, and
there shall be transferred to stated capital at the time such dividend is paid
an amount of surplus equal to the aggregate stated value so fixed in respect to
such shares, and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.

d.       No dividend payable in shares of any class shall be paid to the holders
of the shares of any other class unless the Articles of Incorporation so provide
or such payment is authorized by the affirmative vote or the written consent of
the holders of at least a majority of the outstanding shares of the class in
which the payment is to be made.

                                  ARTICLE VIII
          Indemnification of Directors, Officers, Employees, and Agents

         Section 1. Insurance. The Board of Directors of the Corporation, in its
discretion, shall have authority on behalf of the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, partner, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article. The provisions of the following sections of this Article for
Indemnification of Directors, Officers, Employees, and Agents shall apply only
in the event that no such insurance is in effect or, if such insurance is in
effect, only to the extent that matters for which indemnification by the
Corporation is permitted by such sections are not within the coverage of such
insurance.

         Section 2. Action Against a Party Because of Corporate Position. The
Corporation shall indemnify each person who was or is a party, or is threatened
to be made a party, to any threatened, pending, or completed claim, action,
suit, or

<PAGE>

proceeding, whether civil, criminal, administrative, or investigative (other
than an action by, or in the right of, the Corporation) by reason of the fact
that he is or was a director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, partner,
officer, employee, or agent of another corporation, a partnership, joint
venture, trust, or other enterprise against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, including
any appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any claim, action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the Corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

         Section 3. Action by or in the Right of Corporation. The Corporation
shall indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed claim, action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, partner, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such claim, action, or suit,
including any appeal thereof, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that, the court in which such claim,
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

         Section 4. Reimbursement if Successful. To the extent that the
director, officer, employee, or agent of the Corporation has been successful on
the merits or otherwise in defense of any claim, action, suit, or proceeding
referred to in Section 1 or Section 2 of this Article, or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, notwithstanding that he had not been successful (on the
merits or otherwise) on any other claim, issue, or matter in any such claim,
action, suit or proceeding.

         Section 5. Authorization. Any indemnification under Section 1 or
Section 2 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he met the applicable standard of conduct set forth in
Section 1 or Section 2 hereof. Such determination shall be made:

a.       By the Board of Directors by a majority vote of a quorum consisting of
directors who are or were not parties to such action, suit or proceeding; or

b.       If such a quorum is not obtainable, or even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or

c.       By the shareholders by a majority vote of a quorum consisting of
shareholders who are or were not parties to such action, suit or proceeding.

         Section 6. Advance Reimbursement. Expenses, including attorneys' fees,
incurred in defending a civil or criminal action, suit, or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding, upon a preliminary determination, following one of the procedures
set forth in Section 5 of this Article, that the director, officer, employee or
agent met the applicable standard of conduct set forth in Section 1 or Section 2
hereof, or as authorized by the Board of Directors in the specific case and, in
either event, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.

         Section 7. Further Indemnification. Indemnification as provided in this
Article shall not be deemed exclusive. The Corporation shall make any other
further indemnification of any of its directors, officers, employees or agents
that may be authorized under any statute, rule or law, provision of Articles of
Incorporation, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, except an indemnification against
gross negligence or willful misconduct. Where such other

<PAGE>

provision provides broader rights of indemnification than these Bylaws, such
other provision shall control.

         Section 8. Continuing Right of Indemnification. Indemnification as
provided in this Article shall continue as to a person who has ceased to be a
director, officer, employee, or agent, and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

         Section 9. Limitation on Indemnity and Reimbursement. Notwithstanding
any other provisions of this Article, in the event that the Board of Directors
determines that the action giving rise to a claim for indemnity or expense
reimbursement is the result of gross negligence or willful misconduct upon the
part of the claimant, no such indemnity or expense reimbursement shall be
provided by the Corporation.

                                   ARTICLE IX
                                  Miscellaneous

         Section 1. Bills, Notes, etc. All bills payable, notes, checks or other
negotiable instruments of the Corporation shall be made in the name of the
Corporation, and shall be signed by such officer or officers as the Board of
Directors shall direct. No officer or agent of the Corporation, either singly or
jointly with others, shall have the power to make any bill payable, note, check,
draft or warrant or other negotiable instrument, or endorse the same in the name
of the Corporation, or contract or cause to be contracted any debt or liability
in the name or on behalf of the Corporation, except as herein expressly
provided.

         Section 2. Amendments. These Bylaws may be altered, amended, or
repealed by: (a) the action by unanimous written consent of the shareholders in
lieu of a meeting; or (b) the action by unanimous written consent of the Board
of Directors in lieu of a meeting; or (c) by an affirmative vote of a majority
of the shareholders or directors at a regular meeting or at a special meeting
called for that purpose.

         Section 3. Notice.

a.       Shareholders Meetings. Notice in writing of any annual or special
meetings of shareholders shall be given to each shareholder of record, and shall
contain the place, date and hour of the meeting, and in the case of a special
meeting, a statement of the purpose or purposes for which the meeting is being
called. Such notice shall be given at least ten (10) days but not more than
sixty (60) days prior to any annual or special meeting to each shareholder of
record at his address as it appears on the books of the Corporation. Notice of
an action taken by written consent of shareholders shall be given to all
shareholders who have not consented in writing, when an action by written
consent has been taken as provided in Section 2 of Article II of these Bylaws.

b.       Directors Meetings. Notice in writing of any meeting of the Board of
Directors shall be given to each director, and shall contain the place, date,
and hour of the meeting, and may state the purpose or purposes for which the
meeting is being called. Such notice shall be given at least five (5) days
before any meeting to each director at his address as it appears on the books of
the Corporation.

c.       Effective Time. All notices of meetings of shareholders and meetings of
directors shall be given either by personal delivery or by mail or other written
communication. Notice shall be considered to be delivered and becomes effective
on the date the notice is personally delivered, or, if mailed, the date on which
the notice was sent by prepaid United States mail, properly addressed to the
party to receive it at the current address of such party as shown on the books
of the Corporation.

         Section 4. Waiver of Notice. Notice of any meeting of shareholders or
any meeting of directors need not be given to any person entitled to notice who
signs a waiver of notice either before or after the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
has not been lawfully called or convened.