<PAGE>


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       AUDIO COMMUNICATIONS NETWORK, INC.
                              ADOPTED MAY 30, 1997
                                TABLE OF CONTENTS

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ARTICLE I             MEETINGS OF SHAREHOLDERS...............................................1
        1.1           Place of Meeting.......................................................1
        1.2           Annual Meetings........................................................1
        1.3           Special Meetings.......................................................1
        1.4           Notice.................................................................1
        1.5           Quorum.................................................................2
        1.6           Fixing Record Date.....................................................2
        1.7           Voting.................................................................3
        1.8           Action by Shareholders Without a Meeting...............................4
        1.9           Order of Business......................................................4
        1.10          Inspectors of Elections................................................4

ARTICLE II            DIRECTORS..............................................................5
        2.1           Powers.................................................................5
        2.2           Nominations for Directors..............................................5
        2.3           Numbers................................................................5
        2.4           Term of Offices........................................................5
        2.5           Resignations...........................................................5
        2.6           RESERVED...............................................................5
        2.7           Compensation...........................................................5
        2.8           Annual Meetings........................................................6
        2.9           Regular Meetings.......................................................6
        2.10          Special Meetings.......................................................6
        2.11          Place of Meeting.......................................................6
        2.12          Adjourned Meetings.....................................................6
        2.13          Waiver of Notice.......................................................7
        2.14          Organization...........................................................7
        2.15          Action by the Board....................................................7

ARTICLE III           COMMITTEES OF THE BOARD................................................8

ARTICLE IV            OFFICERS...............................................................8
        4.1           Election...............................................................8

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        4.2           Term of Office.........................................................8
        4.3           Resignations...........................................................8
        4.4           Removal................................................................9
        4.5           Duties of Officers may be Delegated....................................9
        4.6           Salaries...............................................................9
        4.7           Voting Shares in Other Corporations....................................9
        4.8           Chairman of the Board; Vice Chairman...................................9
        4.9           Chief Executive Officer...............................................10
        4.10          Chief Financial Officer...............................................10
        4.11          President.............................................................10
        4.12          Vice President........................................................10
        4.13          Treasurer.............................................................11
        4.14          Secretary.............................................................11

ARTICLE V             CERTIFICATE AND TRANSFER OF STOCK.....................................12
        5.1           Shares................................................................12
        5.2           Certificates..........................................................12
        5.3           Recording of Shares...................................................12
        5.4           Registered Shareholders...............................................12
        5.5           Transfer of Stock.....................................................12
        5.6           Transfer Agents.......................................................13
        5.7           Restriction on Transfer of Stock......................................13
        5.8           Closing of Transfer Books.............................................13
        5.9           Lost Certificate......................................................13

ARTICLE VI            DIVIDENDS.............................................................14

ARTICLE VII           OFFICES, BOOKS AND RECORDS............................................14
        7.1           Offices...............................................................14
        7.2           Books and Records.....................................................14
        7.3           Form of Records.......................................................14
        7.4           Inspection of Books and Records.......................................15

ARTICLE VIII          NOTICES...............................................................15

ARTICLE IX            AMENDMENTS............................................................15

ARTICLE X             NONAPPLICABILITY OF CERTAIN FLORIDA STATUTES..........................15

ARTICLE XI            INDEMNIFICATION.......................................................16

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ARTICLE XII           MISCELLANEOUS.........................................................16
        12.1          Indebtedness of Shareholders..........................................16
        12.2          Checks, Etc...........................................................16
        12.3          Fiscal Year...........................................................17
        12.4          Seal..................................................................17
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                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       AUDIO COMMUNICATIONS NETWORK, INC.
                              ADOPTED MAY 30, 1997
                           AND AS SUBSEQUENTLY AMENDED


                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

        1.1 PLACE OF MEETING. All meetings of the Shareholders shall be held at
the principal office of the Corporation in the State of Florida, or at such
other place as may be determined by the Board of Directors and designated in the
notice of such meeting.

        1.2 ANNUAL MEETINGS. The annual meeting of Shareholders shall be held on
such date as may be established by the Board of Directors. The annual meeting
shall be called by the Board of Directors for the purpose of electing Directors
for the ensuing year and for the transaction of such other general business of
the Corporation as may come before the meeting.

        1.3 SPECIAL MEETINGS. Special meetings of Shareholders, for any purpose
other than those regulated by statute, may be called by the Board of Directors,
the Chief Executive Officer or by the President of the Corporation, or by the
holders of at least one-third of all the outstanding shares entitled to vote at
the meeting.

        1.4    NOTICE.

               a. NOTICE OF ANNUAL MEETINGS. Notice of the annual meeting of
Shareholders shall be mailed or otherwise given to each holder of record of the
stock entitled to vote at such meeting, at his address, as the same appears on
the books of the Corporation, at least 10 days but no more than 60 days prior to
such meeting. Such notice need not specify the business to be transacted but
shall state the place, day and hour of such meeting.

               b. NOTICE OF SPECIAL MEETINGS. Written or printed notice of each
special meeting of Shareholders, stating the place, day and hour of such meeting
and business proposed to be transacted, shall be mailed, postage prepaid, or
otherwise given to each holder of record of the stock entitled to vote at such
meeting, at his address as the same appears on the books of the Corporation, at
least 10 days but no more than 60 days prior to such meeting. Notice of and all
expenses relating to a special meeting of Shareholders, called by a Shareholder
on his own initiative, shall be the sole responsibility and expense of said
Shareholder. No business other than that specified in the notice of special
meeting of Shareholders shall be transacted at any special meeting.



<PAGE>
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               c. WAIVER OF NOTICE OF MEETINGS. Whenever any notice is required
to be given under the provisions of any law of this State or under the
provisions of the Articles of Incorporation of this Corporation or by these
Bylaws, waiver in writing, signed by the person or persons entitled to such
notice, or by his or their proxy or proxies, whether before or after the time
fixed for the giving of such notice, shall be deemed equivalent to such notice.
If a person or persons entitled to notice of a meeting shall attend such
meeting, either in person or by proxy, such attendance shall constitute a waiver
of notice of the meeting, except in case the attendance is for the express
purpose of objecting to the transaction of any business because the meeting
shall not have been lawfully called or convened.

        1.5 QUORUM. Except as otherwise required by law, by the Certificate of
Incorporation of this Corporation, or by these Bylaws, the presence, in person
or by proxy, of Shareholders entitled to cast a majority in number of the
aggregate number of shares of Common Stock to be voted, shall constitute a
quorum of all meetings of the Shareholders. After a quorum has been established
at a Shareholders meeting, a withdrawal of shareholders that reduces the number
of shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of any action taken prior thereto. In any
case where the presence of the aforesaid number of the holders of Common Stock
shall be necessary to constitute a quorum, and if such number shall not be
represented at any meeting, the Shareholders entitled to vote, present in person
or by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of voting stock shall be present.

        1.6 FIXING RECORD DATE. For the purpose of determining the Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to any corporate action in writing
without a meeting, or for the purpose of determining Shareholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of
Shareholders. Such date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action. If no
such record date is fixed:

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

               b. The record date for determining Shareholders entitled to
express consent to any corporate action in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the first
written consent is expressed.


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               c. The record date for determining Shareholders for any purpose
other than those specified in Sections 1.6a and b above shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.

               When a determination of Shareholders entitled to notice of or to
vote at any meeting of Shareholders has been made as provided in this Section
1.6, such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date for the adjourned meeting.

        1.7    VOTING.

               a. VOTING. If a quorum is present, the affirmative vote of a
majority of the shares present in person or by proxy at such meeting is the act
of the Shareholders unless otherwise provided in the Certificate of
Incorporation, these By-laws or by law. Each Shareholder shall be entitled to
one vote for each share of Common Stock standing in his name on the books of the
Corporation.

               b. PROXIES. Any Shareholders entitled to vote at any meeting of
Shareholders may be represented and vote by proxy appointed by an instrument in
writing subscribed by such Shareholder and bearing a date not more than three
months prior to such meeting, unless such proxy shall, on its face, provide a
longer period in which it is to remain in force. The validity and enforceability
of any proxy shall be determined in accordance with the provisions of the
Florida Business Corporation Act ("FBCA").

               c. VOTE BY BALLOT. All elections of directors shall be by written
ballot unless otherwise provided in the Certificate of Incorporation. In voting
on any other question on which a vote by ballot is required by law or is
demanded at the commencement of the meeting by any Shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the Shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, the voting shall be by voice vote. Every Shareholder entitled to vote
at a meeting of Shareholders may authorize another person or persons to act for
him by proxy.

               d. LIST OF SHAREHOLDERS. The Secretary of the Corporation shall
prepare at least 10 days prior to each election of directors, a complete list of
the Shareholders entitled to vote, arranged in alphabetical order, with the
residence of and the number of voting shares held by each Shareholder, which
shall be open for the examination of any Shareholder, at the place where said
election is to be held, for 10 days prior to such election, and shall be kept
available for the inspection by any Shareholder during such meeting.

               e. OTHER PROVISIONS. Authorized but unissued shares including
those redeemed or otherwise reacquired by the Corporation, and shares of stock
of the Corporation owned by another corporation the majority of the voting stock
of which is owned or controlled by the Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The president, any vice president, the

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secretary and the treasurer of a corporate shareholder are presumed to possess,
in that order, authority to vote shares standing in the name of a corporate
shareholder, absent a bylaw or other instrument of the corporate shareholder
designating some other officer, agent or proxy to vote the shares. Shares held
by an administrator, executor, guardian or conservator may be voted by him
without a transfer of the shares into his name. A trustee may vote shares
standing in his name, but no trustee may vote shares that are not transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was appointed, a receiver may vote shares standing in his name or
held by or under his control, without transferring the shares into his name. A
Shareholder whose shares are pledged may vote the shares 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 unless the instrument creating the
pledge provides otherwise.

        1.8 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or
permitted by law, these Bylaws, or the Certificate of Incorporation of the
Corporation 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
consents in writing, setting forth the action so taken, are dated and signed by
the holders of outstanding shares 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 on such action were present and voted and
delivered to the principal place of business of the Corporation or the Secretary
within 60 days of the date of the earliest dated consent. Within 10 days after
obtaining such authorization by written consent, notice of the action so taken
shall be given in accordance with applicable law to those Shareholders who have
not so consented or who are not entitled to vote on the action.

        1.9 ORDER OF BUSINESS. a. GENERALLY. The Board may adopt such rules and
regulations, not inconsistent with the Corporation's Certificate of
Incorporation or the Bylaws or applicable laws, as it may deem proper for the
conduct of any meetings of the shareholders of the Corporation.

               b. NOMINATIONS AND OTHER BUSINESS PROPOSED BY SHAREHOLDERS. For
nominations or other business to be properly brought before an annual meeting by
a Shareholder, the Shareholder must comply with the Securities Act of 1934 and
the rules and regulations promulgated thereunder.

        1.10 INSPECTORS OF ELECTIONS. The Board by resolution shall appoint one
or more inspectors, which inspector or inspectors may include individuals who
serve the Corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives of the Corporation, to act at a
meeting of Shareholders and make a written report thereof. One or more persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed to act, or if all
inspectors or alternates who have been appointed are unable to act at a meeting
of shareholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging his duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict

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impartiality and according to the best of his ability. The inspectors shall have
the duties prescribed by the laws of the State of Florida.


                                          ARTICLE II

                                    DIRECTORS

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

        2.2 NOMINATIONS FOR DIRECTORS. Nominations for election to the Board may
be made by the Board or in accordance with section 1.9b above. A director need
not be a Shareholder.

        2.3 NUMBERS. The Board shall consist of a number not less than three (3)
members elected by the Shareholders. The number of Directors shall be fixed,
from time to time, by the Bylaws. Until the number of Directors shall be changed
or altered, as herein provided for, the Board shall consist of eight (8)
members. The provisions of this section relating to the number of Directors
constituting the Board may be amended, changed or altered only by vote of the
holders of a majority of the common stock present and entitled to vote at any
duly convened meeting of such Shareholders at which a quorum is present.

        2.4 TERM OF OFFICES. Except as otherwise provided in the Certificate of
Incorporation of the Corporation, each Director shall be elected to serve until
the next annual meeting of Shareholders and until his successor is chosen and
qualified or until his earlier death, resignation or removal. In case one or
more vacancies shall occur in the Board, the remaining Directors, although less
than a quorum, may, by a majority vote, elect a successor or successors to fill
the vacancy for the unexpired term or terms.

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

        2.6    RESERVED

        2.7 COMPENSATION. Each Director, in consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at

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

        2.8 ANNUAL MEETINGS. On the day when and at the place where the annual
meeting of Shareholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in these Bylaws
for special meetings of the Board or in a waiver of notice of meeting.

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

        2.10 SPECIAL MEETINGS. Special meetings of the Board shall be held
whenever called by the Chief Executive Officer, the President or by any three
(3) Directors. Notice of each special meeting of the Board shall, if mailed, be
addressed to each Director at the address designated by him for that purpose or,
if none is designated, at his last known address at least two days before the
date on which the meeting is to be held; or such notice shall be sent to each
Director at such address by facsimile, telegraph, cable or wireless, or be
delivered to him personally, not later than the day before the date on which
such meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes of the meeting, except to the extent
required by law.

        2.11 PLACE OF MEETING. The Board may hold its meetings either within or
outside of the State of Florida, at such place or places as it may from time to
time determine.

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


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        2.13 WAIVER OF NOTICE. Whenever notice is required to be given to any
Director or member of a committee of Directors under any provision of the FBCA
or under the Certificate of Incorporation or Bylaws, a written waiver, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Directors, or members of a committee of
Directors, need be specified in any written waiver of notice.

        2.14 ORGANIZATION. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, the Vice Chairman, if any, the
Chief Executive Officer or the President shall preside. The Secretary shall act
as secretary at each meeting of the Board. In case the Secretary shall be absent
from any meeting of the Board, an Assistant Secretary shall perform the duties
of secretary at such meeting; and in the absence from any such meeting of the
Secretary and all Assistant Secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.

        2.15   ACTION BY THE BOARD.

               a. WRITTEN CONSENTS. All corporate action taken by the Board or
any committee of the Board shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee of the Board, may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or such committee.

               b. CONFERENCE CALL. Members of the Board, or any committee
designated by the Board, may participate in a meeting of the Board, or of such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
conference telephone or similar communications equipment shall constitute
presence in person at such meeting.

               c. VOTING. Except as otherwise provided by the Certificate of
Incorporation or by law, the vote of a majority of the Directors present
(including those who participate by means of conference telephone or similar
communications equipment) at the time of the vote, if a quorum is present at
such time, shall be the act of the Board or of such committee, as the case may
be.



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                                   ARTICLE III

                             COMMITTEES OF THE BOARD

        The Board may, by resolution passed by a majority of the full Board,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation. The Board may designate one or more Directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not absent or disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member.
Except as otherwise provided by applicable law, any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.


                                   ARTICLE IV

                                    OFFICERS

        4.1 ELECTION. The officers of the Corporation shall be a President, one
or more Vice-Presidents, a Treasurer, a Secretary, and, if desired, a Chairman
of the Board, a Vice Chairman, a Chief Executive Officer and/or a Chief
Financial Officer and one or more Assistant Secretaries and Assistant
Treasurers, all of whom shall be elected by the Board. None of the officers,
except the Chairman and Vice Chairman of the Board and, if required by the
Certificate of Incorporation, the President, need be a Director. The officers
shall be elected at the first meeting of the Board after each annual meeting of
Shareholders.

               a. HOLD TWO OFFICES. Any two or more of the offices of the
Corporation, except those of Chairman and Vice Chairman, President and
Vice-President, and Secretary and President, may be held by the same person, but
no officer shall execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law or by these Bylaws to be
executed, acknowledged or verified by any two or more officers.

        4.2 TERM OF OFFICE. The officers of the Corporation shall hold office
for one year or until their successors are chosen and qualified. Any vacancy
occurring among the officers shall be filled by the Board, but the person so
elected to fill the vacancy shall hold office only until the first meeting of
the Board after the next annual meeting of Shareholders and until his successor
is chosen and qualified.

        4.3 RESIGNATIONS. Any officer may resign at any time by so
notifying the Board or the President in writing. Such resignation shall take
effect at the date of receipt of such notice

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or at such later time as is therein specified, and, unless otherwise specified,
the acceptance of such resignation shall not be necessary to make it effective.
The resignation of an officer shall be without prejudice to the contract rights
of the Corporation, if any.

        4.4 REMOVAL. Any officer chosen by the Board may be removed at any time,
with or without cause, by the affirmative vote of a majority of the directors
then in office, whether acting at a meeting or by the written consent of such
majority. The removal of an officer without cause shall be without prejudice to
his contract rights, if any. The election or appointment of an officer shall not
of itself create contract rights.

        4.5 DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or
disability of any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board, by majority vote, may delegate the powers
or duties or any officer to any other officer or to any Director or to any other
person. The Board may appoint such agents as it may deem necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.

        4.6 SALARIES. The salaries of all officers and agents of the Corporation
shall be fixed by the Board. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that he is also a Director.

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

        4.8    CHAIRMAN OF THE BOARD; VICE CHAIRMAN.

               a. The Chairman of the Board shall preside at all meetings of the
Shareholders and of the Board. The Chairman shall make reports to the Board and
the Shareholders, and shall perform all such other duties as are properly
required of him by the Board.


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               b. The Vice Chairman shall have such powers and perform such
duties as from time to time may be assigned to him by the Board. In the absence
of the Chairman, the Vice Chairman, if any, shall preside at all meetings of the
Shareholders and of the Board.

        4.9 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
responsible for the general management of the affairs of the Corporation and
shall perform all duties incidental to the Chief Executive Officer's office
which may be required by law and all such other duties as are properly required
of him by the Board. The Chief Executive Officer shall see that all orders and
resolutions of the Board and of any committee thereof are carried into effect.

        4.10 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have
general supervision, direction and control of the financial affairs of the
Corporation and shall have such other powers and duties as may be prescribed by
the Board, the Chief Executive Officer, or these Bylaws. In the absence of a
named Treasurer, the Chief Financial Officer shall also have the powers and
duties of the Treasurer as hereinafter set forth and shall be authorized and
empowered to sign as Treasurer in any case where such officer's signature is
required.

        4.11 PRESIDENT. The President shall act in a general executive capacity
and shall assist the Chairman of the Board or the Chief Executive Officer in the
administration and operation of the Corporation's business, and the general
supervision of its policies and affairs, subject, however, to the control of the
Chief Executive Officer, the Board and of any duly authorized committee of
Directors. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments authorized by the Board,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by the Bylaws to some other officer or agent of the
Corporation, or shall otherwise be required by law to be signed or executed. The
President shall perform all duties incident to the office of President and such
other duties as from time to time may be assigned to him by the Board or the
Chief Executive Officer.

        4.12 VICE PRESIDENT. The Vice Presidents, in the order of their
seniority, shall have and exercise all the powers and duties of the President in
case of his absence or inability to act when requested to do so by the Board,
and shall possess such other powers as shall be assigned to them by the Board or
by the President with the approval of the Board. The Board shall also determine
the order in which the Vice Presidents shall assume the authority of the
President in his absence. Any Vice President may sign and execute in the name of
the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the Bylaws to some other officer
or agent of the Corporation, or shall be required by law to be signed or
executed otherwise. Each Vice President shall perform such other duties as from
time to time may be assigned to him by the Board, the Chief Executive Officer or
by the President.


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        4.13   TREASURER.

               a. GENERAL. The Treasurer shall perform all duties and exercise
all powers as shall be assigned to him by the Board, the Chief Executive
Officer, the Chief Financial Officer or the President.

               b. CUSTODY OF FUNDS. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board.

               c. DISBURSEMENTS. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements. He shall render to the President and Directors at the regular
meetings an account of all his transactions as Treasurer and of the financial
condition of the Corporation.

               d. BOND. He shall give the Corporation a bond, if required by the
Board, in a sum and with one or more securities satisfactory to the Board, for
the faithful performance of the duties of his office and for the restoration to
the Corporation in case of his death, resignation, retirement or removal from
office of all books, papers, vouchers, moneys and other property of whatever
kind in his possession or under his control belonging to the Corporation.

               e. ASSISTANT TREASURER. The Assistant Treasurer shall perform all
the duties and responsibilities of the Treasurer on such occasions on which the
Treasurer shall be unable to perform all the duties of the office and shall
perform all other duties and exercise all other powers as shall be assigned to
him by the Board or by the Chief Executive Officer, the Chief Financial Officer,
the President or the Treasurer.

        4.14   SECRETARY.

               a. RESPONSIBILITIES. The Secretary shall attend all meetings of
the Board and all meetings of the Shareholders and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give or
cause to be given notice of all meetings of the Shareholders and of the Board,
and he shall keep the seal of the Corporation in safe custody. The Secretary
shall have charge of the stock ledger and also of the other books, records and
papers of the Corporation relating to its organization and management as a
Corporation, and shall see that the reports, statements and other documents
required by law are properly kept and filed; and shall, in general, perform all
the duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Board, the Chief Executive Officer,
the Chief Financial Officer, or by the President.


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               b. ASSISTANT SECRETARY. The Assistant Secretary shall perform all
the duties and responsibilities of the Secretary on such occasions on which the
Secretary shall be unavailable to perform the duties of the office and shall
perform all other duties and exercise all other powers as shall be assigned him
by the Board, the Chief Executive Officer, the Chief Financial Officer, the
President or the Secretary.


                                    ARTICLE V

                        CERTIFICATE AND TRANSFER OF STOCK

        5.1 SHARES. The interest of each Shareholder of the Corporation shall be
evidenced by certificates of shares of stock, certifying the number of shares
represented thereby and in such form as is consistent with the Certificate of
Incorporation and as the Board may from time to time prescribe.

        5.2 CERTIFICATES. The certificates of stock shall be signed by the
Chairman of the Board, Chief Executive Officer, President or a Vice President
and by the Secretary or an Assistant Secretary or Treasurer or Assistant
Treasurer, and sealed with the corporate seal of the Corporation. Such seal may
be a facsimile, engraved or printed. Where any certificate is manually signed by
a transfer agent or a transfer clerk and registrar, the signature of the
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and the Secretary or an Assistant Secretary or Treasurer or Assistant
Treasurer, upon such certificate may be facsimiles, engraved or printed. In case
any officer who has signed or whose facsimile signature has been placed upon any
certificate, shall have ceased to be such officer before the certificate is
issued, it may be issued by the Corporation with the same effect as if such
officer had not ceased to be such at the time of its issue.

        5.3 RECORDING OF SHARES. The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued. They shall exhibit the holder's name and certify the number of
shares owned by him.

        5.4 REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and shall not be bound to recognize any equitable or other claims to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as expressly provided by
the laws of the State of Florida.

        5.5 TRANSFER OF STOCK. Transfers of shares of stock of the Corporation
shall be made only on the books of the Corporation by the registered owner
thereof, or by his duly authorized attorney, or with a transfer agent appointed
as provided in these Bylaws, and on surrender of the certificate, or
certificates for such shares, properly endorsed and accompanied by the payment
for all taxes.


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        5.6 TRANSFER AGENTS. The Board may appoint one or more transfer agents
and one or more registrars, and may require all certificates for shares to bear
the signature or signatures of any of them.

        5.7 RESTRICTION ON TRANSFER OF STOCK. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation and
noted conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor or
transferee of the holder including an executor, administrator, trustee, guardian
or other fiduciary entrusted with like responsibility for the person or estate
of the holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction shall be ineffective except against a person with
actual knowledge of the restriction. A restriction on the transfer or
registration of transfer of capital stock of the Corporation may be imposed
either by the Certificate of Incorporation or by an agreement among any number
of Shareholders or among such Shareholders and the Corporation. No restriction
so imposed shall be binding with respect to capital stock issued prior to the
adoption of the restriction unless the holders of such capital stock are parties
to an agreement or voted in favor of the restriction.

        5.8 CLOSING OF TRANSFER BOOKS. The Board shall have power to close the
stock transfer books of the Corporation for a period not exceeding 60 days
preceding the date of any meeting of Shareholders, or the date for payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board are authorized to fix in advance a date, not exceeding the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the Shareholders entitled
to notice, and to vote at any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any change, conversion or exchange of capital stock, and in such
case only such Shareholders as shall be Shareholders of record on the date so
fixed shall be entitled to notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be notwithstanding any transfer of any
stock on the books of the Corporation after such record date has been fixed.

        5.9 LOST CERTIFICATE. No certificate for shares of stock in the
Corporation shall be issued in place of any certificate alleged to have been
lost, destroyed or stolen, except on production of evidence satisfactory to the
Board of such loss, destruction or theft and, if the Board so requires, upon the
furnishing of bond satisfactory to the Corporation and to the transfer agent, if
any, in such sum as the Board may direct as indemnity against any claim that may
be made against the Corporation or the transfer agent, if any, with respect to
the certificate alleged to have been lost, destroyed or stolen before a new
certificate may be issued with the same tenor for the same number of shares as
the one alleged to have been lost, destroyed or stolen.



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                                   ARTICLE VI

                                    DIVIDENDS

        6.1 Subject to the provisions of the Certificate of Incorporation and
the FBCA, the Board:

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

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

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


                                   ARTICLE VII

                           OFFICES, BOOKS AND RECORDS

        7.1 OFFICES. The principal office of the Corporation shall be located in
the City of Orlando, County of Orange in the State of Florida, or at such other
place in the State of Florida as the Board shall determine. The Corporation may
have other offices, either within or outside the State of Florida, at such place
or places as the Board may from time to time determine.

        7.2 BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
Shareholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all Shareholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record.

        7.3 FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into

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clearly legible written form within a reasonable time. The Corporation shall so
convert any records so kept upon the request of any person entitled to inspect
the same.

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


                                  ARTICLE VIII

                                     NOTICES

        Whenever notice is required to be given by the Certificate of
Incorporation or by these Bylaws it shall not be construed to mean personal
notice, but such notice, except as otherwise provided by law or by these Bylaws,
may be given by depositing the same in a post office, letter box or mail chute,
in a postpaid sealed wrapper addressed to the Shareholder, officer or director,
as the case may be, at such address as appears on the books of the Corporation.


                                   ARTICLE IX

                                   AMENDMENTS

        Except as in these Bylaws hereinbefore otherwise provided with respect
to any amendment changing the number of the members of the Board, these Bylaws
may be repealed, altered, amended, added to, or modified by the Board by a vote
of a majority of the same, or at any special meeting of the Board, when notice
of the proposed amendment has been given.


                                    ARTICLE X

                               NONAPPLICABILITY OF
                            CERTAIN FLORIDA STATUTES

        The Corporation and its shareholders hereby expressly elect not to be
governed by the provisions of Section 607.0902 of the Florida Statutes if and to
the extent that such provisions are applicable to them. If and to the extent
that a court of competent jurisdiction may hold that Section 607.0902 of the
Florida Statutes applies to the Corporation and its Shareholders, then the
Corporation and its Shareholders hereby expressly provide that such provision
shall not apply to any "control-share acquisition" (as defined therein) of
shares of capital stock of the Corporation.



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                                   ARTICLE XI

                                 INDEMNIFICATION

        Any person, his heirs or personal representative made, or threatened to
be made, a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, because he is or was a
director, officer, employee or agent of the Corporation or serves or served any
other corporation or other enterprise in any capacity at the request of the
Corporation, shall, in the case of a director or officer, or may, in the case of
an employee or agent, be indemnified by the Corporation, and the Corporation may
advance his related expenses, to the full extent permitted by Florida law,
provided that the advancement of such expenses shall be made only after receipt
of an undertaking by the indemnitee to repay all amounts advanced if it should
be ultimately determined that the indemnitee is not entitled to be indemnified
under this Article or otherwise. In discharging his duty, any director, officer,
employee or agent, when acting in good faith, may rely upon information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by (1) one or more officers
or employees of the Corporation whom the director, officer, employee or agent
reasonably believes to be reliable and competent in the matters presented, (2)
counsel, public accountants or other persons as to matters that the director,
officer, employee or agent believes to be within that person's professional or
expert competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which the person, his
heirs or personal representatives may be entitled. The Corporation shall obtain
and maintain directors' and officers' liability insurance at its expense.
Notwithstanding the preceding sentence, the Corporation shall have no obligation
to obtain and maintain such insurance if the Corporation determines in good
faith that such insurance is not reasonably available, premium cost and coverage
provided to be considered.


                                   ARTICLE XII

                                  MISCELLANEOUS


        12.1 INDEBTEDNESS OF SHAREHOLDERS. The Corporation shall have a first
lien on all the shares of its capital stock and upon all dividends declared upon
the same for any sum due to the Corporation, either on account of the
subscription to its stock or for any other indebtedness due from the
Shareholder.

        12.2 CHECKS, ETC. All checks, drafts, acceptances, notes and other
orders, demands, or instruments in respect to the payment of money, shall be
signed or endorsed on behalf of the

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Corporation by the Chief Executive Officer, Chief Financial Officer, President
and/or Secretary or by any other officers whom the Board may from time to time
designate.

        12.3 FISCAL YEAR. The fiscal year of the Corporation shall begin January
1, and end on December 31 of such calendar year.

        12.4 SEAL. The corporate seal shall be circular in form and shall have
inscribed thereon the name of the Corporation, the year of its incorporation and
the words "Corporate Seal, Florida". The Secretary of the Corporation shall have
the custody of the corporate seal. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.



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