AMENDED AND RESTATED

                                      BY-LAWS

                                        OF

                            TECHNOLOGY RESEARCH CORPORATION

                          (Effective as of August 21, 2003)



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                                  TABLE OF CONTENTS


ARTICLE I - OFFICES ...................................................  1

  Section 1. Principal Office .........................................  1
  Section 2.  Other Offices ...........................................  1


ARTICLE II - STOCKHOLDERS .............................................  1

  Section 1.  Annual Meeting ..........................................  1
  Section 2.  Special Meetings ........................................  1
  Section 3.  Place of Meeting ........................................  1
  Section 4.  Notice of Meeting .......................................  1
  Section 5.  Notice of Adjourned Meeting .............................  2
  Section 6.  Waiver of Notice of Meeting .............................  2
  Section 7.  Quorum ..................................................  2
  Section 8.  Adjournment; Quorum for Adjourned Meeting ...............  2
  Section 9.  Voting on Matters Other than Election of Directors ......  2
  Section 10.  Voting for Directors ...................................  3
  Section 11.  Voting Lists ...........................................  3
  Section 12.  Voting of Shares .......................................  3
  Section 13.  Proxies ................................................  3
  Section 14.  Informal Action by Stockholders ........................  3
  Section 15.  Inspectors .............................................  4


ARTICLE III  - BOARD OF DIRECTORS .....................................  4

  Section 1.  General Powers ..........................................  4
  Section 2.  Number, Election, Tenure and Qualifications .............  4
  Section 3.  Annual Meeting/Office of the Chairman ...................  4
  Section 4.  Regular Meetings ........................................  5
  Section 5.  Special Meetings ........................................  5
  Section 6.  Notice/Waiver ...........................................  5
  Section 7.  Quorum ..................................................  5
  Section 8.  Adjournment; Quorum for Adjourned Meeting ...............  5
  Section 9.  Manner of Acting ........................................  5
  Section 10.  Resignation and Removal ................................  6
  Section 11.  Vacancies ..............................................  6
  Section 12.  Compensation ...........................................  6
  Section 13.  Presumption of Assent ..................................  6
  Section 14.  Informal Action by Board ...............................  6
  Section 15.  Meeting by Telephonic Means ............................  6


ARTICLE IV - OFFICERS .................................................  7

  Section 1.  General .................................................  7
  Section 2.  Appointment and Term of Office ..........................  7








                                   - i -



  Section 3.  Resignation .............................................  7
  Section 4.  Removal .................................................  7
  Section 5.  Vacancies ...............................................  7
  Section 6.  Duties of Officers ......................................  7
  Section 7.  Compensation ............................................  8
  Section 8.  Delegation of Duties ....................................  8


ARTICLE V - EXECUTIVE AND OTHER COMMITTEES ............................  8

  Section 1.  Creation of Committees ..................................  8
  Section 2.  Executive Committee .....................................  8
  Section 3.  Other Committees ........................................  9
  Section 4.  Removal or Dissolution ..................................  9
  Section 5.  Vacancies on Committees .................................  9
  Section 6.  Meetings of Committees ..................................  9
  Section 7.  Absence of Committee Members ............................  9
  Section 8.  Quorum of Committees ....................................  9
  Section 9.  Manner of Acting of Committees ..........................  9
  Section 10.  Minutes of Committees ..................................  9
  Section 11.  Compensation ........................................... 10
  Section 12.  Informal Action ........................................ 10


ARTICLE VI - INDEMNIFICATION OF DIRECTORS AND OFFICERS ................ 10

  Section 1.  General ................................................. 10
  Section 2.  Actions by or in the Right of the Corporation ........... 11
  Section 3.  Determination That Indemnification Is Proper ............ 11
  Section 4.  Evaluation and Authorization ............................ 12
  Section 5.  Prepayment of Expenses .................................. 12
  Section 6.  Obligation to Indemnify ................................. 12
  Section 7.  Nonexclusivity and Limitations .......................... 12
  Section 8.  Continuation of Indemnification Right ................... 13
  Section 9.  Insurance ............................................... 13


  ARTICLE VII - INTERESTED PARTIES .................................... 13

  Section 1.  General ................................................. 13
  Section 2.  Determination of Quorum ................................. 14
  Section 3.  Approval by Stockholders ................................ 14


  ARTICLE VIII - CERTIFICATES OF STOCK ................................ 14

  Section 1.  Certificates for Shares ................................. 14
  Section 2.  Signatures of Past Officers ............................. 15
  Section 3.  Transfer Agents and Registrars .......................... 15
  Section 4.  Transfer of Shares ...................................... 15
  Section 5.  Lost Certificates ....................................... 15





                                   - ii -



ARTICLE IX - RECORD DATE .............................................. 15

  Section 1.  Record Date for Stockholder Actions ..................... 15
  Section 2.  Record Date for Dividend and Other Distributions ........ 16

ARTICLE X - DIVIDENDS ................................................. 16

ARTICLE XI - FISCAL YEAR .............................................. 16

ARTICLE XII - SEAL .................................................... 16

ARTICLE XIII - STOCK IN OTHER CORPORATIONS ............................ 16

ARTICLE XIV - AMENDMENTS .............................................. 16

ARTICLE XV - PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION .......... 17








































                                   - iii -

          AMENDED AND RESTATED BY-LAWS OF TECHNOLOGY RESEARCH CORPORATION
                       (Effective as of August 21, 2003)


                              ARTICLE I - OFFICES

        Section 1.  Principal Office. The principal office of TECHNOLOGY
RESEARCH CORPORATION. (the "Corporation") shall be in Pinellas County, Florida,
or such place within or without the State of Florida as the Board of Directors
of the Corporation (the "Board of Directors" or the "Board") shall from time to
time determine.

        Section 2.  Other Offices. The Corporation may also have offices at
such other places both within and without the State of Florida as the Board of
Directors or the officers of the Corporation acting within their authority may
from time to time determine or the business of the Corporation may require.


                            ARTICLE II - STOCKHOLDERS

        Section 1.  Annual Meeting. The annual meeting of the stockholders
shall be held in each calendar year on any date selected by the Board of
Directors for the purpose of electing directors and for the transaction of such
other proper business as may come before the meeting.

        Section 2.  Special Meetings. Special meetings of the stockholders may
be called, for any purpose, by the Board of Directors, the Chief Executive
Officer or the President.  Special meetings of the stockholders shall be called
by the Chief Executive Officer, President or the Secretary if the holders of
not less than fifty percent (50%) of all the votes entitled to be cast on any
issue proposed to be considered at such special meeting sign, date and deliver
to the Secretary one or more written demands for a special meeting, describing
each purpose for which it is to be held. Special meetings of the stockholders
of the Corporation may not otherwise be called.  The notice and call of any
such special meeting shall state each purpose of the proposed meeting, and
business transacted at any special meeting of the stockholders shall be limited
to the purposes stated in the notice thereof.

        Section 3.  Place of Meeting. The Board of Directors may designate any
location, either within or without the State of Florida, as the place at which
any annual or special meeting of the stockholders shall be held.  If no
designation is made, the place of meeting shall be the principal office of the
Corporation in the State of Florida.

        Section 4.  Notice of Meeting. Written notice stating the place, date
and time of commencement of an annual or special meeting and, in the case of a
special meeting, each purpose for which it is called shall be given no fewer
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at such meeting, except that no notice of a
meeting need be given to any stockholder for which notice is not required to be
given under applicable law. Notice may be delivered personally, via United
States mail, facsimile or other electronic transmission, or by private mail
carriers handling nationwide mail services, by or at the direction of the Chief
Executive Officer, President, the Secretary, the Board of Directors, or the
person(s) calling the meeting. If mailed via United States mail, such notice



                                   - 1 -



shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at the stockholder's address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid. If the
notice is mailed at least thirty (30) days before the date of the meeting, the
mailing may be by a class of United States mail other than first class.


        Section 5.  Notice of Adjourned Meeting. If a stockholders' meeting is
adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the
meeting before an adjournment is taken; and any business may be transacted at
the adjourned meeting that might have been transacted on the original date of
the meeting. If, however, a new record date for the adjourned meeting is or
must be fixed under law, notice of the adjourned meeting must be given to
persons who are stockholders as of the new record date and who are otherwise
entitled to notice of such meeting.

        Section 6.  Waiver of Notice of Meeting. Notice of any stockholders'
meeting may be waived by any stockholder before or after the date and time
stated in the notice. Such waiver must be in writing signed by the stockholder
and delivered to the Corporation. Neither the business to be transacted at nor
the purpose of any meeting need be specified in such waiver. A stockholder's
attendance at a meeting (a) waives such stockholder's ability to object to lack
of notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (b) waives such stockholder's ability to object to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder
objects to considering the matter when it is presented.

        Section 7.  Quorum. Except as otherwise provided in these By-laws or in
the Articles of Incorporation of the Corporation, a majority of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of the stockholders. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting;
and the withdrawal of stockholders after a quorum has been established at a
meeting shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

        Section 8.  Adjournment; Quorum for Adjourned Meeting. If less than a
majority of the outstanding voting shares are represented at a meeting, a
majority of such shares so represented may adjourn the meeting from time to
time without further notice.  At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally noticed.

        Section 9.  Voting on Matters Other than Election of Directors. At any
meeting at which a quorum is present, action on any matter other than the
election of directors shall be approved if the votes cast by the holders of
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by law, the
Articles of Incorporation of the Corporation or these By-laws.



                                   - 2 -

        Section 10.  Voting for Directors. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote at a meeting at
which a quorum is present.

        Section 11.  Voting Lists. At least ten (10) days prior to each meeting
of stockholders, the officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, with the address
and the number, class and series (if any) of shares held by each. The list
shall be subject to inspection by any stockholder during normal business hours
for at least ten (10) days prior to the meeting. The list also shall be
available at the meeting and shall be subject to inspection by any stockholder
at any time during the meeting or its adjournment. The list shall be prima
facie evidence as to who are the stockholders entitled to examine such list or
the transfer books and to vote at any meeting of the stockholders. If the
requirements of this Section have not been substantially complied with, the
meeting shall be adjourned on the demand of any stockholder(in person or by
proxy) until there has been substantial compliance with the requirements. If no
demand for adjournment is made, failure to comply with the requirements of this
Section does not affect the validity of any action taken at the meeting.

        Section 12.  Voting of Shares. Except as otherwise provided in the
Articles of Incorporation of the Corporation, each stockholder entitled to vote
shall be entitled at every meeting of the stockholders to one vote in person or
by proxy on each matter for each share of voting stock held by such
stockholder. Such right to vote shall be subject to the right of the Board of
Directors to fix a record date for voting stockholders as hereinafter provided.
Treasury shares, and shares of stock of the Corporation owned directly or
indirectly by another corporation the majority of the voting stock of which is
owned or controlled by the Corporation, shall not be voted at any meeting and
shall not be counted in determining the total number of outstanding shares.

        Section 13.  Proxies. At all meetings of stockholders, a stockholder
may vote by proxy, executed in writing and delivered to the Corporation in the
original or as a true and correct copy of the original or by the stockholder's
duly authorized attorney-in-fact. No proxy shall be valid after eleven (11)
months from its date unless the proxy provides for a longer period.  Each proxy
shall be filed with the Secretary before or at the time of the meeting. A proxy
may be revoked at the pleasure of the record owner of the shares to which it
relates, unless the proxy provides otherwise. In the event that a proxy shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one is present, that one, shall have all of
the powers conferred by the proxy upon all the persons so designated, unless
the instrument shall provide otherwise.

        Section 14.  Informal Action by Stockholders. Unless otherwise provided
in the Articles of Incorporation of the Corporation, any action required or
permitted to be taken at a meeting of the stockholders may be taken by means of
one or more written consents that satisfy the requirements set forth below. In
such event, no meeting, prior notice or formal vote shall be required. To be
effective, a written consent (which may be in one or more counterparts) shall
set forth the action taken and shall be signed by stockholders holding shares
representing not less than the minimum number of votes of each voting group
entitled to vote thereon that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted. No written consent shall be effective unless,
within sixty (60) days of the date of the earliest dated consent delivered to

                                   - 3 -

the Secretary, written consent signed by the number of stockholders required to
take action is delivered to the Secretary. If authorization of an action is
obtained by one or more written consents but less than all stockholders so
consent, then within ten (10) days after obtaining the authorization of such
action by written consents, notice must be given to each stockholder who did
not consent in writing and to each stockholder who is not entitled to vote on
the action. The notice shall fairly summarize the material features of the
authorized action and, if the action be such for which dissenters' rights are
provided under the Florida Business Corporation Act, the notice shall contain a
clear statement of the right of stockholders dissenting therefrom to be paid
the fair value of their shares upon compliance with the provisions of the
Florida Business Corporation Act regarding the rights of dissenting
stockholders.

        Section 15.  Inspectors. For each meeting of the stockholders, the
Board of Directors, the Chief Executive Officer or the President may appoint
two inspectors to supervise the voting. If inspectors are so appointed, all
questions respecting the qualification of any vote, the validity of any proxy
and the acceptance or rejection of any vote shall be decided by such
inspectors. Before acting at any meeting, the inspectors shall take an oath to
execute their duties with strict impartiality and according to the best of
their ability. If any inspector shall fail to be present or shall decline to
act, the Chief Executive Officer or the President shall appoint another
inspector to act in his or her place. In case of a tie vote by the inspectors
on any question, the presiding officer shall decide the issue.


                   ARTICLE III  - BOARD OF DIRECTORS

        Section 1.  General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law,
the articles of Incorporation of the Corporation or these By-laws directed or
required to be exercised or done only by the stockholders.

        Section 2.  Number, Election, Tenure and Qualifications. The number of
directors of the Corporation shall be not fewer than three (3) nor more than
nine (9). The exact number of directors shall be fixed by resolution adopted by
a vote of a majority of the then authorized number of directors; provided that
no decrease in the number of directors shall have the effect of shortening the
term of any then incumbent director. At each annual meeting of stockholders,
the stockholders shall elect directors to hold office until the next succeeding
annual meeting. Each director shall hold office until his or her term of office
expires and until such director's successor is elected and qualifies, unless
such director sooner dies, resigns or is removed by the stockholders at any
annual or special meeting. It shall not be necessary for directors to be
stockholders or residents of the State of Florida. Each director shall be an
individual of at least 18 years of age.

        Section 3.  Annual Meeting/Office of the Chairman.  Promptly after each
annual meeting of stockholders, the Board of Directors shall hold its annual
meeting for the purpose of electing a Chairman of the Board of Directors,
electing officers of the Corporation and transacting such other business as may
come before the meeting. If such meeting is held at the same place as and
immediately following such annual meeting of stockholders and if a majority of



                                   - 4 -

the directors are present at such place and time, no prior notice of such
meeting shall be required to be given to the directors.  The Chairman of the
Board of Directors shall, when present, preside at all meetings of the
stockholders and the Board, either annual or special; shall assist the Board in
the formulation of policies to be pursued by the executive management of the
Corporation; shall study and make reports and recommendations with respect to
major problems, policies, and activities of the Corporation; and shall use his
best efforts to cause the policies established by the Board to be carried into
effect by the Corporation's officers.

        Section 4.  Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall be
determined from time to time by the Board of Directors.

        Section 5.  Special Meetings. Special meetings of the Board of
Directors may be called by the Chief Executive Officer, President or any two
directors.  Any person authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting of the Board of
Directors called by such person.  If no such designation is made, the place of
meeting shall be the principal office of the Corporation in the State of
Florida.

        Section 6.  Notice/Waiver. Whenever notice of a meeting is required,
written notice stating the place, day and hour of the meeting shall be
delivered at least two (2) days prior thereto to each director, either
personally, or by first-class United States mail, facsimile or other form of
electronic communication, or by private mail carriers handling nationwide mail
services, to the director's business address. If notice is given by first-class
United States mail, such notice shall be deemed to be delivered five (5) days
after deposited in the United States mail so addressed with postage thereon
prepaid or when received, if such date is earlier. If notice is given by
facsimile transmission or other form of electronic communication or by private
mail carriers handling nationwide mail services, such notice shall be deemed to
be delivered when received by the director. Any director may waive notice of
any meeting, either before, at or after such meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened and so states at the beginning of the meeting or promptly upon
arrival at the meeting.

        Section 7.  Quorum. A majority of the total number of directors as
determined from time to time to comprise the Board of Directors shall
constitute a quorum.

        Section 8.  Adjournment; Quorum for Adjourned Meeting. If less than a
majority of the total number of directors are present at a meeting, a majority
of the directors so present may adjourn the meeting from time to time without
further notice. At any adjourned meeting at which a quorum shall be present,
any business may be transacted that might have been transacted at the meeting
as originally noticed.

        Section 9.  Manner of Acting. If a quorum is present when a vote is
taken, the act of a majority of the directors present at the meeting shall be
the act of the Board of Directors unless otherwise provided in the Articles of
Incorporation of the Corporation.


                                   - 5 -

        Section 10.  Resignation and Removal. A director may resign at any time
by delivering notice to the Board of Directors. A resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date. Any director may be removed by the stockholders, with or
without cause, at any meeting of the stockholders called expressly for that
purpose.

        Section 11.  Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of death, resignation,
removal or an amendment to these Bylaws which effects an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, or by
the stockholders, unless otherwise provided in the Articles of Incorporation of
the Corporation. The term of a director elected to fill a vacancy shall expire
at the next following annual meeting of stockholders, and the person elected
shall hold office until such time and until such director's successor is
elected and qualifies, unless such director sooner dies, resigns or is removed
by the stockholders at any annual or special meeting.

        Section 12.  Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, a stated salary as directors and/or such
other reasonable compensation as may be determined by the Board from time to
time. No payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.

        Section 13.  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 such director objects at the beginning of the meeting (or promptly
upon his or her arrival) to the holding of the meeting or the transacting of
specified business at the meeting or such director votes against such action or
abstains from voting in respect of such matter.

        Section 14.  Informal Action by Board. Any action required or permitted
to be taken by any provisions of law, the Articles of Incorporation of the
Corporation or these By-laws at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if each and every member of
the Board or of such committee, as the case may be, signs a written consent
thereto and such written consent is filed in the minutes of the proceedings of
the Board or such committee, as the case may be. Action taken under this
section is effective when the last director signs the consent, unless the
consent specifies a different effective date, in which case it is effective on
the date so specified.

        Section 15.  Meeting by Telephonic Means.  Directors or the members of
any committee thereof shall be deemed present at a meeting of the Board of
Directors or of any such committee, as the case may be, if the meeting is
conducted using a conference telephone or similar communications equipment by
means of which all persons participating in the meeting are able to hear each
other at the same time.






                                   - 6 -

                              ARTICLE IV - OFFICERS

        Section 1.  General.  The Board shall elect such officers as it shall
deem necessary or appropriate to the management and operation of the
Corporation, which individuals shall exercise such powers and perform such
duties as are specified in these Bylaws or in a resolution of the Board.  The
officers of the Corporation shall include, at a minimum, a Chief Executive
Officer, a President, a Secretary and a Chief Financial Officer or Treasurer.
The Board of Directors may also elect or appoint one or more executive, senior
or other vice-presidents, each of whom shall be an officer, as well as officers
who shall be assistants to the principal officers of the Corporation, and who
shall have such duties as shall be delegated to such assistant officers by the
Board or such principal officers, including the authority to perform such
functions of those principal officers in the place of and with full authority
of such principal officers as shall be designated by the Board or (if so
authorized) by such principal officers.  The same individual may simultaneously
hold more than one office in the Corporation.

        Section 2.  Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at its annual
meeting.  If the election of any officer shall not be made at such meeting,
such election shall be made as soon thereafter as is convenient. Each officer
shall hold office until such officer's successor is elected and qualifies,
unless such officer sooner dies, resigns or is removed by the Board. The
election of an officer does not itself create contract rights. The failure to
elect an officer designated in Section 1. above shall not affect the existence
of the Corporation.

        Section 3.  Resignation. An officer may resign at any time by
delivering notice to the Corporation. A resignation shall be effective when the
notice is delivered unless the notice specifies a later effective date. An
officer's resignation shall not affect the Corporation's contract rights, if
any, with the officer.

        Section 4.  Removal. The Board of Directors may remove any officer at
any time with or without cause. An officer's removal shall not affect the
officer's contract rights, if any, with the Corporation.

        Section 5.  Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

        Section 6.  Duties of Officers.

        (a) the Chief Executive Officer shall be the principal executive
officer of the Corporation and shall, subject to the direction of the Board,
have general charge of the business and affairs of the Corporation and in the
absence of the Chairman of the Board shall preside at all meetings of the Board
of Directors and of the stockholders;

        (b) the President, if such office is held by an individual who is not
also the Chief Executive Officer, shall have such powers and duties as may be
assigned by the Board of Directors;





                                   - 7 -

        (c) the Secretary shall attend and keep the minutes of the
shareholders' meetings and of the Board's meetings in one or more books
provided for that purpose; see that all notices are duly given in accordance
with the provisions of these Bylaws or as otherwise required by law or the
provisions of the Articles of Incorporation; be custodian of the corporate
records and of the seal of the Corporation; maintain, or cause an agent
designated by the Board to maintain, a record of the Corporation's shareholders
in a form that permits the preparation of a list of the names and addresses of
all shareholders in alphabetical order by class of shares, showing the number
and class of shares held by each; have general charge of the stock transfer
books of the Corporation or responsibility for supervision, on behalf of the
Corporation, of any agent to which stock transfer responsibility has been
delegated by the Board; and have responsibility for the custody, maintenance
and preservation of those corporate records which the Corporation is required
by the Act or otherwise to create, maintain or preserve;

        (d) the Chief Financial Officer or Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
receive and give receipts for monies due and payable to the Corporation from
any source, and deposit monies in the name of the Corporation in the banks,
trust companies or other depositories as shall be selected by the Corporation;
and

        (e) subject to the foregoing, each officer of the Corporation shall
have such powers and duties as ordinarily pertain to his or her office and such
additional powers and duties specifically conferred by law, the Articles of
Incorporation of the Corporation and these Bylaws, or as may be assigned to him
or her from time to time by the Board of Directors or an officer authorized by
the Board of Directors to prescribe the duties of other officers.

        Section 7.  Compensation.  The compensation of each officer shall be
fixed from time to time by the Board of Directors, except that the Board may
delegate to any officer or officers the power to fix the compensation of any
other officer, and no officer shall be prevented from receiving compensation by
reason of the fact that the officer is also a director of the Corporation.

        Section 8.  Delegation of Duties. During the absence or disability of
any officer of the Corporation, or for any other reason deemed sufficient by
the Board of Directors, the Board may delegate the powers or duties of such
officer to any other officer or to any other director.


                    ARTICLE V - EXECUTIVE AND OTHER COMMITTEES

        Section 1.  Creation of Committees. The Board of Directors shall
designate an Audit Committee whose membership and functions shall be in full
compliance with applicable law.  The Board may also designate an Executive
Committee and one or more other committees whose membership shall consist of
two (2) or more of the directors of the Corporation.

        Section 2.  Executive Committee. The Executive Committee, if there
shall be one, shall consult with and advise the officers of the Corporation in
the management of its business. It shall have, and may exercise, except to the
extent otherwise provided in the resolution of the Board of Directors creating
such Executive Committee, such powers of the Board of Directors as may be
lawfully delegated by the Board.  Included solely for information purposes, the
following is a list of the actions that, under Florida law in effect at the

                                   - 8 -

time of the adoption of these By-laws, may not be delegated to a committee, but
the list shall be deemed automatically revised without further action by the
Board of Directors or the stockholders of this Corporation upon and to the
extent of any amendment to such law: (a) approve or recommend to stockholders
actions or proposals required by law to be approved by stockholders; (b) fill
vacancies on the Board of Directors or any committee of the Board; (c) adopt,
amend or repeal these By-laws; (d) authorize or approve the reacquisition of
shares unless pursuant to a general formula or method specified by the Board of
Directors; or (e) authorize or approve the issuance or sale of shares, or any
contract to sell shares, or designate the terms of a series or class of shares.

        Section 3.  Other Committees. Such other committees, to the extent
provided in the resolution or resolutions creating them, shall have such
functions and may exercise such powers of the Board of Directors as may be
lawfully delegated by the Board. Notwithstanding the foregoing, no committee
shall have the authority to take any action listed in subsections (a) through
(e), inclusive, of Section 2 of this

                                   Article V.

        Section 4.  Removal or Dissolution. Any Committee of the Board of
directors may be dissolved by the Board at any meeting; and any member of such
committee may be removed by the Board of Directors with or without cause. Such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.

        Section 5.  Vacancies on Committees. Vacancies on any committee of the
Board of Directors shall be filled by the Board of Directors at any meeting.

        Section 6.  Meetings of Committees. Regular meetings of any committee
of the Board of Directors may be held without notice at such time and at such
place as shall from time to time be determined by such committee. Special
meetings of any such committee may be called by any member thereof upon two (2)
days notice of the date, time and place of the meeting given to each of the
other members of such committee, or on such shorter notice as may be agreed to
in writing by each of the other members of such committee. Notice shall be
given either personally or in the manner provided in Section 6 of Article III
of these Bylaws (pertaining to notice for directors' meetings).

        Section 7.  Absence of Committee Members. The Board of Directors may
designate one or more directors as alternate members of any committee of the
Board of Directors, who may replace at any meeting of such committee any member
not able to attend.

        Section 8.  Quorum of Committees. At all meetings of committees of the
Board of Directors, a majority of the total number of members of the committee
as determined from time to time shall constitute a quorum for the transaction
of business.

        Section 9.  Manner of Acting of Committees. If a quorum is present when
a vote is taken, the act of a majority of the members of any committee of the
Board of Directors present at the meeting shall be the act of such committee.

        Section 10.  Minutes of Committees. Each committee of the Board of
directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when requested.


                                   - 9 -

        Section 11.  Compensation. Members of any committee of the Board of
Directors may be paid compensation in accordance with the provisions of Section
12 of Article III of these Bylaws (pertaining to compensation of directors).

        Section 12.  Informal Action. Any committee of the Board of Directors
may take such informal action and hold such informal meetings as allowed by the
provisions of Sections 14 and 15 of Article III of these Bylaws.


             ARTICLE VI - INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 1.  General.

        (a) To the fullest extent permitted by law and consistent with the
principles set forth in Section 1(c) below, the Corporation shall indemnify any
person who is or was a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or other type of proceeding
(other than an action by or in the right of the Corporation), whether civil,
criminal, administrative, investigative or otherwise, and whether formal or
informal, by reason of the fact that such person is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, trustee or fiduciary of another
corporation, partnership, joint venture, trust (including without limitation an
employee benefit trust),or other enterprise.

        (b) To the fullest extent permitted by law and consistent with the
principles set forth in Section 1(c) below, the Corporation shall be entitled
but shall not be obligated to indemnify any person who is or was a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or other type of proceeding (other than an action by or in the right of
the Corporation), whether civil, criminal, administrative, investigative or
otherwise, and whether formal or informal, by reason of the fact that such
person is or was an employee or agent of the Corporation or is or was serving
at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

        (c) Any person for whom indemnification is required or authorized under
Section 1(a) or Section 1(b) above shall be indemnified against all
liabilities, judgments, amounts paid in settlement, penalties, fines (including
an excise tax assessed with respect to any employee benefit plan) and expenses
(including attorneys' fees, paralegals' fees and court costs) actually and
reasonably incurred in connection with any such action, suit or other
proceeding, including any appeal thereof. Indemnification shall be available
only if the person to be indemnified acted in good faith and in a manner such
person 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 such person's conduct was unlawful. The termination
of any such action, suit or other 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 that such person 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 such person's conduct was
unlawful.




                                   - 10 -

        Section 2.  Actions by or in the Right of the Corporation.

        (a) To the fullest extent permitted by law and consistent with the
principles set forth in Section 2(c) below, the Corporation shall indemnify any
person who is or was a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or other type of proceeding (as
further described in Section 1 of this Article VI) by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, trustee or fiduciary
of another corporation, partnership, joint venture, trust or other enterprise.

        (b) To the fullest extent permitted by law and consistent with the
principles set forth in Section 2(c) below, the Corporation shall be entitled
but shall not be obligated to indemnify any person who is or was a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or other type of proceeding (as further described in Section 1 of this
Article VI) by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was an employee or agent of
the Corporation or is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

        (c) Any person for whom indemnification is required or authorized under
Section 2(a) or Section 2(b) above shall be indemnified against expenses
(including attorneys' fees, paralegals' fees and court costs) and amounts paid
in settlement not exceeding, in the judgment of the Board of directors, the
estimated expenses of litigating the action, suit or other proceeding to
conclusion, that are actually and reasonably incurred in connection with the
defense or settlement of such action, suit or other proceeding, including any
appeal thereof. Indemnification shall be available only if the person to be
indemnified acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Corporation.
Notwithstanding the foregoing, no indemnification shall be made under this
Section 2 in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such action, suit or other proceeding was brought, or any other
court of competent jurisdiction, 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 indemnification for such
expenses that such court shall deem proper.

        Section 3.  Determination That Indemnification Is Proper.
Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless
made under the provisions of Section 6 of this Article VI or unless otherwise
made pursuant to a determination by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VI. Such determination shall be made under one of the following
procedures: (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action, suit or other
proceeding to which the indemnification relates; (b) if such a quorum is not
obtainable or, even if obtainable, by majority vote of a committee duly
designated by the Board of Directors (the designation being one in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to such action, suit or other proceeding;

                                   - 11 -

(c) by independent legal counsel (i) selected by the Board of directors in
accordance with the requirements of subsection (a) or by a committee designated
under subsection (b) or (ii) if a quorum of the directors cannot be obtained
and a committee cannot be designated, selected by majority vote of the full
Board of Directors (the vote being one in which directors who are parties may
participate); or (d) by the stockholders by a majority vote of a quorum
consisting of stockholders who were not parties to such action, suit or other
proceeding or, if no such quorum is obtainable, by a majority vote of
stockholders who were not parties to such action, suit or other proceeding.

        Section 4.  Evaluation and Authorization. Evaluation of the
reasonableness of expenses and authorization of indemnification shall be made
in the same manner as is prescribed in Section 3 of this Article VI for the
determination that indemnification is permissible; provided, however, that if
the determination as to whether indemnification is permissible is made by
independent legal counsel, the persons who selected such independent legal
counsel shall be responsible for evaluating the reasonableness of expenses and
may authorize indemnification.

        Section 5.  Prepayment of Expenses. Expenses (including attorneys'
fees, paralegals' fees and court costs) incurred by a director or officer in
defending a civil or criminal action, suit or other proceeding referred to in
Section 1 or Section 2 of this Article VI shall be paid by the Corporation in
advance of the final disposition thereof, but only upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
such person is ultimately found not to be entitled to indemnification by the
Corporation pursuant to this Article VI.

        Section 6.  Obligation to Indemnify. To the extent that a director or
officer has been successful on the merits or otherwise in defense of any
action, suit or other proceeding referred to in Section 1 or Section 2 of this
Article VI, or in the defense of any claim, issue or matter therein, such
person shall, upon application, be indemnified against expenses (including
attorneys' fees, paralegals' fees and court costs) actually and reasonable
incurred by such person in connection therewith.

        Section 7.  Nonexclusivity and Limitations. The indemnification and
advancement of expenses provided pursuant to this Article VI shall not be
deemed exclusive of any other rights to which a person may be entitled under
any law, By-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to
action in any other capacity while holding office with the Corporation. Such
indemnification and advancement of expenses shall continue as to any person who
has ceased to be a director or officer and shall inure to the benefit of such
person's heirs and personal representatives. The Board of Directors may, at any
time, approve indemnification of or advancement of expenses to any other person
that the Corporation has the power by law to indemnify. In all cases not
specifically provided for in this Article VI, indemnification or advancement of
expenses shall not be made to the extent that such indemnification or
advancement of expenses is expressly prohibited by law.








                                   - 12 -

        Section 8.  Continuation of Indemnification Right.

        (a) The right of indemnification and advancement of expenses under this
Article VI for directors and officers shall be a contract right inuring to the
benefit of the directors and officers entitled to be indemnified hereunder. No
amendment or repeal of this Article VI shall adversely affect any right of such
director or officer existing at the time of such amendment or repeal.
Indemnification and advancement of expenses as provided for in this article VI
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.

        (b) Unless expressly otherwise provided when authorized or ratified by
this Corporation, indemnification and advancement of expenses that have been
specifically authorized and approved by the Corporation for a particular
employee or agent shall continue as to a person who has ceased to bean employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

        (c) For purposes of this Article VI, the term "corporation" includes,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director or officer of a constituent
corporation, or is or was serving at the request of a constituent corporation
as a director, officer, employee, agent, trustee or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, is in the
same position under this Article VI with respect to the resulting or surviving
corporation as such person would have been with respect to such constituent
corporation if its separate existence had continued.

        Section 9.  Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, trustee, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Such insurance may cover any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person's
status as such, whether or not the Corporation is obligated to or would have
the power to indemnify such person against the liability under Section 1 or
Section 2 of this Article VI.


                      ARTICLE VII - INTERESTED PARTIES

        Section 1.  General. No contract or other transaction between the
Corporation and any one or more of its directors or any other corporation,
firm, association or entity in which one or more of its directors are directors
or officers or are financially interested shall be either void or voidable
because of such relationship or interest, because such director or directors
were present at the meeting of the Board of Directors or of a committee thereof
that authorizes, approves or ratifies such contract or transaction, or because
such director's or directors' votes are counted for such purpose, as long as
one or more of the following requirements is satisfied: (a) the fact of such
relationship or interest is disclosed or known to the Board of Directors or
committee that authorizes, approves or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the votes or
consents of such interested director(s); (b) the fact of such relationship or

                                   - 13 -

interest is disclosed or known to the stockholders entitled to vote on the
matter, and they authorize, approve or ratify such contract or transaction by
vote or written consent; or (c) the contract or transaction is fair and
reasonable as to the Corporation at the time it is authorized by the Board of
Directors, a committee thereof or the stockholders.

        Section 2.  Determination of Quorum. Common or interested directors
maybe counted in determining the presence of a quorum at a meeting of the Board
of directors or a committee thereof that authorizes, approves or ratifies a
contract or transaction referred to in Section 1 of this Article VII.

        Section 3.  Approval by Stockholders. For purposes of Section 1(b) of
this Article VII, a conflict of interest transaction shall be authorized,
approved or ratified if it receives the vote of a majority of the shares
entitled to be counted under this Section 3. Shares owned by or voted under the
control of a director who has a relationship or interest in the transaction
described in Section 1 of this Article VII may not be counted in a vote of
stockholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under Section 1(b) of this Article VII. The vote of the
shares owned by or voted under the control of a director who has a relationship
or interest in the transaction described in Section 1 of this Article VII shall
be counted, however, in determining whether the transaction is approved under
other sections of these By-laws and applicable law. A majority of those shares
that would be entitled, if present, to be counted in a vote on the transaction
under this Section 3 shall constitute a quorum for the purpose of taking action
under this Section 3.


                      ARTICLE VIII - CERTIFICATES OF STOCK

        Section 1.  Certificates for Shares. Shares may but need not be
represented by certificates. The rights and obligations of stockholders shall
be identical whether or not their shares are represented by certificates. If
shares are represented by certificates, each certificate shall be in such form
as the Board of Directors may from time to time prescribe and shall be signed
(either manually or in facsimile) by the Chief Executive Officer or the
President (and may be signed, either manually or in facsimile, by the Secretary
or an Assistant Secretary and/or sealed with the seal of the Corporation or its
facsimile). Each certificate shall set forth the holder's name and the number
of shares represented by the certificate, and shall state such other matters as
may be required by law. Each certificate shall be numbered and entered on the
books of the Corporation as issued. If shares are not represented by
certificates, then, within a reasonable time after issue or transfer of shares
without certificates, the Corporation shall send the stockholder a written
statement in such form as the Board of Directors may from time to time
prescribe, certifying as to the number of shares owned by the stockholder and
as to such other information as would have been required to be on certificates
for such shares. If and to the extent the Corporation is authorized to issue
shares of more than one class or more than one series of any class, every
certificate representing shares shall set forth or fairly summarize upon the
face or back of the certificate, or shall state that the Corporation will
furnish to any stockholder upon request and without charge a full statement of:
(a) the designations, relative rights, preferences and limitations of the
shares of each class or series authorized to be issued; (b) the variations in
rights, preferences and limitations between the shares of each such series, if
the Corporation is authorized to issue any preferred or special class in series
insofar as the same have been fixed and determined; and (c) the authority of

                                   - 14 -

the Board of Directors to fix and determine the variations, relative rights and
preferences of future series.

        Section 2.  Signatures of Past Officers. If the person who signed
(either manually or in facsimile) a share certificate no longer holds office
when the certificate is issued, the certificate shall nevertheless be valid.

        Section 3.  Transfer Agents and Registrars. The Board of Directors may,
in its discretion, appoint one or more entities to act as transfer agents and
registrars of the stock of the Corporation. When such appointments shall have
been made, no stock certificate shall be valid until countersigned by one of
such transfer agents and registered by one of such registrars.

        Section 4.  Transfer of Shares. Transfers of shares of the Corporation
shall be made upon its books by the holder of the shares in person or by the
holder's lawfully constituted representative, upon surrender of the certificate
of stock for cancellation if such shares are represented by a certificate of
stock or by delivery to the Corporation of such evidence of transfer as may be
required by the Corporation if such shares are not represented by certificates.
The person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Florida.

        Section 5.  Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to pay a reasonable charge for issuing the new
certificate, to advertise the matter in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

                         ARTICLE IX - RECORD DATE

        Section 1.  Record Date for Stockholder Actions. The Board of Director
is authorized from time to time to fix in advance a date as the record date for
the determination of the stockholders entitled to notice of and to vote at any
meeting of the stockholders and any adjournment thereof (unless a new record
date must be established by law for such adjourned meeting), or of the
stockholders entitled to give such consent or take such action, as the case may
be. In no event may a record date so fixed by the Board of Directors precede
the date on which the resolution establishing such record date is adopted by
the Board of Directors; and such record date may not be more than sixty (60)
nor less than ten (10) days before the date of any meeting of the stockholders,
before a date in connection with the obtaining of the consent of stockholders
for any purpose, or before the date of any other action requiring a
determination of the stockholders. Only those stockholders listed as
stockholders of record as of the close of business on the date so fixed as the


                                   - 15 -

record date shall be entitled to notice of and to vote at such meeting and any
adjournment thereof, or to exercise such rights or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. If the Board of
Directors fails to establish a record date as provided herein, the record date
shall be deemed to be the date ten (10) days prior to the date of the
stockholders' meeting.

        Section 2.  Record Date for Dividend and Other Distributions. The Board
of Directors is authorized from time to time to fix in advance a date as the
record date for the determination of the stockholders entitled to receive a
dividend or other distribution. Only those stockholders listed as stockholders
of record as of the close of business on the date so fixed as the record date
shall be entitled to receive the dividend or other distribution, as the case
maybe, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. If the Board of
Directors fails to establish a record date as provided herein, the record date
shall be deemed to be the date of authorization of the dividend or other
distribution.


                            ARTICLE X - DIVIDENDS

        Subject to the provisions of the Articles of Incorporation of the
Corporation and to applicable law, the Board of Directors may from time to time
declare, and the Corporation may pay, dividends with respect to its outstanding
shares of capital stock, in cash or property, including shares of stock or
other securities of the Corporation.


                          ARTICLE XI - FISCAL YEAR

        The fiscal year of the Corporation shall be the period selected by the
Board of Directors as the fiscal year. Unless and until changed by the Board of
 directors, the fiscal year of the Corporation shall end on March 31 of each
year.


                               ARTICLE XII - SEAL

        The corporate seal shall be in such form as the Board may from time to
time determine.


                  ARTICLE XIII - STOCK IN OTHER CORPORATIONS

        Shares of stock in other corporations held by the Corporation shall be
voted by such officer or officers or other agent of the Corporation as the
Board of Directors shall from time to time designate for the purpose or by a
proxy thereunto duly authorized by said Board.


                            ARTICLE XIV - AMENDMENTS

        These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted either by the Board of Directors or by the holders of a majority of the
issued and outstanding shares of stock of the Corporation entitled to vote;

                                   - 16 -

provided, however, that the Board of Directors may not alter, amend or repeal
any Bylaw adopted by the stockholders if the stockholders specifically provide
that the Bylaw is not subject to amendment or repeal by the Board.


          ARTICLE XV - PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION

        Any provision of the Articles of Incorporation of this Corporation
shall, subject to law, control and take precedence over any provision of these
Bylaws inconsistent therewith.
















































                                   - 17 -