AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                     REPUBLIC SECURITY FINANCIAL CORPORATION

                             (a Florida corporation)









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<PAGE>
                                      INDEX

                                                                           Page
ARTICLE I
         Offices...........................................................- 1 -
         Section 1.01.     Principal Office................................- 1 -
         Section 1.02.     Registered Office...............................- 1 -
         Section 1.03      Other Offices...................................- 1 -

ARTICLE II
         Meetings of Shareholders..........................................- 1 -
         Section 2.01.     Annual Meeting..................................- 1 -
         Section 2.02.     Special Meetings................................- 1 -
         Section 2.03.     Place of Meetings...............................- 1 -
         Section 2.04.     Voting Lists....................................- 1 -
         Section 2.05.     Fixing of a Record Date.........................- 2 -
         Section 2.06.     Notice of Meetings..............................- 2 -
         Section 2.07.     Precondition to Delivery of
                           Notice of Special Meeting of
                           Shareholders Called by Shareholders.............- 2 -
         Section 2.08.     Quorum..........................................- 2 -
         Section 2.09.     Adjournment.....................................- 2 -
         Section 2.10.     Organization....................................- 3 -
         Section 2.11.     Voting..........................................- 3 -
         Section 2.12.     Proxies.........................................- 4 -
         Section 2.13.     Action by Shareholders Without a Meeting........- 4 -

ARTICLE III
         Board of Directors................................................- 4 -
         Section 3.01.     Powers and Duties...............................- 4 -
         Section 3.02.     Qualification and Election......................- 5 -
         Section 3.03.     Number and Term of Office.......................- 5 -
         Section 3.04.     Organization....................................- 5 -
         Section 3.05.     Place of Meetings...............................- 5 -
         Section 3.06.     Annual Meetings.................................- 5 -
         Section 3.07.     Regular Meetings................................- 5 -
         Section 3.08.     Special Meetings................................- 5 -
         Section 3.09.     Action by Written Consent Without a Meeting.....- 5 -
         Section 3.10.     Conference Telephone Meetings...................- 5 -
         Section 3.11.     Quorum..........................................- 6 -
         Section 3.12.     Voting..........................................- 6 -
         Section 3.13.     Adjournment.....................................- 6 -

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         Section 3.14.     Compensation....................................- 6 -
                           ------------
         Section 3.15.     Resignations....................................- 6 -
                           ------------
         Section 3.16.     Vacancies.......................................- 6 -
                           ---------
         Section 3.17.     Removal.........................................- 6 -
                           -------
         Section 3.18.     Executive and Other Committees..................- 6 -
                           ------------------------------

ARTICLE IV
         Notice and Waiver of Notice.......................................- 8 -
         Section 4.01.     Notice..........................................- 8 -
         Section 4.02.     Waiver of Notice................................- 8 -

ARTICLE V
         Officers..........................................................- 8 -
         Section 5.01.     Number and Qualification........................- 8 -
         Section 5.02.     Election and Term of Office. ...................- 8 -
         Section 5.03.     Subordinate Officers, Committees and Agents.....- 8 -
         Section 5.04.     The Chairman of the Board.  ....................- 8 -
         Section 5.05.     The President.  ................................- 9 -
         Section 5.06.     The Vice Presidents.............................- 9 -
         Section 5.07.     The Secretary.  ................................- 9 -
         Section 5.08.     The Treasurer.  ................................- 9 -
         Section 5.09.     Salaries and Compensation.  ....................- 9 -
         Section 5.10.     Resignations.  .................................- 9 -
         Section 5.11.     Removal.  .....................................- 10 -
         Section 5.12.     Vacancies.  ...................................- 10 -

ARTICLE VI
         Certificates of Stock, Transfer..................................- 10 -
         Section 6.01.     Share Certificates, Issuance.  ................- 10 -
         Section 6.02.     Transfer.  ....................................- 10 -
         Section 6.03.     Registered Shareholders.  .....................- 10 -
         Section 6.04.     Lost, Destroyed or Mutilated Certificates.  ...- 10 -

ARTICLE VII
         Indemnification of Directors, Officers,
                     Employees and Agents            .....................- 10 -
         Section 7.01.     Directors, Officers, Employees and Agents.  ...- 10 -
         Section 7.02.     Expenses.  ....................................- 11 -
         Section 7.03.     Determination of Standard of Conduct.  ........- 11 -
         Section 7.04.     Advance Expenses.  ............................- 11 -
         Section 7.05.     Benefit.  .....................................- 11 -
         Section 7.06.     Insurance.  ...................................- 12 -
         Section 7.07.     No Rights of Subrogation.  ....................- 12 -
         Section 7.08.     Indemnification for Past Directors.  ..........- 12 -

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         Section 7.09.     Affiliates.  ..................................- 12 -
                           ----------
         Section 7.10.     Reliance and Non-Exclusivity.  ................- 12 -
                           ----------------------------
         Section 7.11.     Other Indemnifications.  ......................- 12 -
                           ----------------------
         Section 7.12.     Amendments.  ..................................- 12 -
                           ----------

ARTICLE VIII
         Miscellaneous...................................................- 12 -
         Section 8.01.     Checks.  .....................................- 12 -
         Section 8.02.     Dividends.  ..................................- 12 -
         Section 8.03.     Deposits.  ...................................- 13 -
         Section 8.04.     Fiscal Year.  ................................- 13 -
         Section 8.05.     Severability.  ...............................- 13 -


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                                    ARTICLE I
                                     Offices
                    Section 1.01.  Principal Office. The principal office of the
corporation in the State of Florida,  which may be the registered office,  shall
be established  at such place as the board of directors  shall from time to time
determine.

                    Section 1.02.  Registered  Office.  The registered office of
the corporation in the State of Florida shall be at the office of its registered
agent as stated in the  articles of  incorporation  or as the board of directors
shall from time to time determine.

                    Section  1.03  Other  Offices.   The  corporation  may  have
additional  offices at such other places,  either within or without the State of
Florida,  as the  board of  directors  may from  time to time  determine  or the
business of the corporation may require.

                                   ARTICLE II
                            Meetings of Shareholders
                    Section  2.01.   Annual  Meeting.   The  annual  meeting  of
shareholders  shall be held after the close of each fiscal year on such date and
at such time as determined by the board of directors.  The shareholders entitled
to vote at such meeting shall elect the directors and shall  transact such other
business as may properly be brought before the meeting.

                    Section  2.02.  Special  Meetings.  Special  meetings of the
shareholders  of the  corporation  may be called,  for any  purpose or  purposes
permitted by law, by the board of directors on its own  initiative  and shall be
called by the board of  directors  upon  written  request by the chairman of the
board,  president of the corporation,  or, upon delivery to the secretary of one
or more written  demands for the meeting  describing the purpose or purposes for
which it is to be held, by the holders of not less than  twenty-five  percent of
all the shares entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Notice of such meeting shall be given by the secretary
as provided  herein.  Only business within the purpose or purposes  described in
the special meeting notice may be conducted at a special shareholders' meeting.

                    Section  2.03.  Place  of  Meetings.  All  meetings  of  the
shareholders  of the  corporation  shall be held at such place within or without
the State of  Florida as shall be  designated  from time to time by the board of
directors and stated in the notice of such meeting or in a duly executed  waiver
of notice thereof.

                    Section  2.04.  Voting  Lists.  The  officer or agent of the
corporation  having  charge  of the  stock  transfer  books  for  shares  of the
corporation shall make, at least ten days before each meeting of shareholders, a
complete  list of the  shareholders  entitled  to vote  at the  meeting  and any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each  shareholder,  which list shall be kept on file at
the place identified in the meeting notice in the city where the meeting will be
held or the  corporation's  principal  place of business or at the office of its
registrar  or  transfer  agent for a period  of at least  ten days  prior to the
meeting,  and shall be  subject to  inspection  by any  shareholder  at any time
during usual business  hours.  Such list shall also be produced and kept open at
the time and place of the meeting, and shall be subject to the inspection of any
shareholder  during the whole time of the meeting.  The original share ledger or
transfer book, or a duplicate  thereof,  shall be prima facie evidence as to who
are the  shareholders  entitled to examine such list or share ledger or transfer
book, or to vote, in person or by proxy, at any meeting of the shareholders.


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                    Section  2.05.  Fixing  of  a  Record  Date.  The  board  of
directors may fix in advance a date as the record date for any  determination of
shareholders  entitled to notice of, or to vote at, any meeting of shareholders,
or entitled to payment of a dividend or allotment  of any rights or  privileges,
such date in any case to be not more  than  seventy  days and,  in the case of a
meeting of  shareholders,  not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.

                    If  no  record  date  is  fixed  for  the  determination  of
shareholders entitled to notice of, or to vote at, a meeting of shareholders, or
shareholders  entitled to receive  payment of a dividend,  the date on which the
secretary mails the notice of the meeting or the date on which the resolution of
the board of directors  declaring such dividend is adopted,  as the case may be,
shall be the record date for such determination of shareholders.

                    When a determination of shareholders entitled to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  section,  such
determination  shall  apply to any  adjournment  thereof,  unless  the  board of
directors fixes a new record date under this section for the adjourned  meeting.
The board of  directors  shall fix a new record date if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.

                    Section 2.06. Notice of Meetings. Written notice stating the
place, day and hour of every meeting of the  shareholders  shall be given by the
secretary  to  each  shareholder  entitled  to  vote  at  such  meeting,  either
personally  or by first class mail,  at least ten days,  but not more than sixty
days,  prior to the day named for the meeting.  If mailed,  such notice shall be
deemed to be delivered  when  deposited in the United  States  first-class  mail
postage prepaid, addressed to the shareholder at the shareholder's address as it
appears on the stock transfer books of the corporation.

                    Section 2.07.  Precondition to Delivery of Notice of Special
Meeting of  Shareholders  Called by  Shareholders.  The  secretary  shall inform
shareholders  who have  delivered a written  request  for a special  meeting and
otherwise  complied  with  Section  2.02 of the  reasonably  estimated  costs of
preparing and mailing a notice of the meeting, and, on payment of these costs to
the  corporation,  the secretary  shall  deliver  notice of such meeting to each
shareholder entitled thereto.

                    Section 2.08. Quorum.  The presence,  in person or by proxy,
of shareholders  entitled to cast a majority of the votes which all shareholders
are  entitled  to cast  shall  constitute  a quorum for such  meeting.  Treasury
shares,   shares  of  this  corporation's  stock  which  are  owned  by  another
corporation  the  majority  of the  voting  stock  of  which  is  owned  by this
corporation,  and shares of this corporation's stock held by another corporation
in a fiduciary capacity for the benefit of this corporation shall not be counted
in determining the total number of outstanding shares for voting purposes at any
given time. After a quorum has been established at a shareholders'  meeting, the
subsequent   withdrawal  of  shareholders,   so  as  to  reduce  the  number  of
shareholders  entitled to vote at the meeting  below the number  required  for a
quorum,  shall not affect the validity of any action taken at the meeting or any
adjournment  thereof.  When a specified item of business is required to be voted
on by any class or series of stock,  a  majority  of the shares of such class or
series  shall  constitute a quorum for  transaction  of such item of business by
that class or series.

                    Section 2.09. Adjournment.  When a meeting which is properly
called is adjourned to another time or place,  it shall not be necessary to give
any notice of the  adjourned  meeting if the time and place to which the meeting
is adjourned are announced at the meeting at which the adjournment is taken, and
at the  adjourned  meeting any business may be  transacted  that might have been
transacted on the original date or place of the meeting. If, however,  after the
adjournment  the board of  directors  fixes a new record date for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record on the new record date entitled to vote at such meeting.


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                    The holders of a majority of the shares represented, and who
would be entitled to vote at a meeting if a quorum were present,  where a quorum
is not present, may adjourn such meeting from time to time.

                    Section  2.10.   Organization.   At  every  meeting  of  the
shareholders,  the  chairman of the board,  if there be one, or in the case of a
vacancy  in the  office or absence  of the  chairman  of the  board,  one of the
following  officers present in the order stated: the vice chairman of the board,
if there be one, the president,  the vice  presidents in their order of rank and
then  seniority,  or a chairman  chosen by the  shareholders  entitled to cast a
majority of the votes which all  shareholders  present in person or by proxy are
entitled  to  cast,  shall  act as  chairman,  and  the  secretary,  or,  in the
secretary's  absence,  an  assistant  secretary,  or, in the absence of both the
secretary and any  assistant  secretaries,  a person  appointed by the chairman,
shall act as secretary.

                    Section 2.11. Voting. If a quorum is present at any meeting,
action on a matter  (other than the  election of  directors)  is approved if the
votes cast in favor exceed the votes cast in opposition,  unless the question is
one  for  which,  by  express  provision  of  the  law  or of  the  articles  of
incorporation or these bylaws, a different vote is required,  in which case such
express provision shall govern and control the decision of such question.

                    Except  as may be  otherwise  provided  in the  articles  of
incorporation,  every  shareholder  of record  shall  have the  right,  at every
shareholders'  meeting,  to one vote for every share of stock of the corporation
standing  in  the  shareholder's  name  on  the  books  of  the  corporation.  A
shareholder may vote either in person or by proxy.

                    Treasury shares,  shares of this  corporation's  stock which
are owned,  directly or indirectly,  by another  corporation the majority of the
voting  stock  of  which  is  owned  by this  corporation,  and  shares  of this
corporation's  stock  held by  another  person  or  corporation  in a  fiduciary
capacity  for the benefit of this  corporation  shall not be entitled to vote at
any meeting of shareholders.

                    At each election for directors,  every shareholder  entitled
to vote for directors shall have the right to vote the number of shares owned by
the shareholder for as many persons as there are directors to be elected at that
time.

                    Shares standing in the name of another corporation, domestic
or foreign, may be voted by the officer, agent or proxy designated by the bylaws
of the corporate  shareholder;  or, in the absence of any applicable  bylaw,  by
such  person  as the  board  of  directors  of  the  corporate  shareholder  may
designate.  Proof of such designation may be made by presentation of a certified
copy of the bylaws or other  instrument  of the  corporate  shareholder.  In the
absence of any such designation,  or in case of conflicting designation,  by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary  and  treasurer  of the  corporate  shareholder  shall be  presumed to
possess, in that order, authority to vote such shares.

                    Shares  held  by an  administrator,  executor,  guardian  or
conservator may be voted by such person, either in person or by proxy, without a
transfer of such shares into the name of such person.

                    Shares  standing  in the name of a  trustee  may be voted by
such trustee,  either in person or by proxy, but no trustee shall be entitled to
vote shares held by such trustee without a transfer of such shares into the name
of such trustee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such  person  or the name of such  person's  nominee,  without  the  transfer
thereof into such person's name.

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

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                    Section 2.12. Proxies. Every shareholder entitled to vote at
a meeting of shareholders  or to express consent to corporate  action in writing
without a meeting may authorize  another person or persons to so act by proxy in
accordance with applicable laws.

                    Section  2.13.  Action by  Shareholders  Without a  Meeting.
Unless otherwise provided in the articles of incorporation,  any action required
to be taken at any annual or special meeting of shareholders of the corporation,
or any  action  which  may be taken at any  annual  or  special  meeting  of the
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,
shall be dated and signed by the holders of  outstanding  stock  having not less
than the minimum  number of votes that would be  necessary  to authorize or take
such  action at a meeting  at which all shares  entitled  to vote  thereon  were
present and voted, and delivered to the corporation by delivery to its principal
office in Florida, its principal place of business, the corporate secretary,  or
another officer or agent of the  corporation  having custody of the minute book.
If any class of shares is  entitled  to vote  thereon as a class,  such  written
consent  shall be  required  of the  holders of a majority of the shares of such
class and of the total  shares  entitled to vote.  No written  consent  shall be
effective to take the corporate action referred to therein unless,  within sixty
days of the date of the earliest dated consent delivered in the manner set forth
above,  written  consents signed by the holders of the number of shares required
to take action are delivered to the corporation by delivery as set forth above.

                                   ARTICLE III
                               Board of Directors
                    Section 3.01. Powers and Duties.  All corporate powers shall
be exercised by or under the  authority  of, and the business and affairs of the
corporation  shall be  managed  under the  direction  of, a board of  directors,
except as may be otherwise  provided in the Florida Business  Corporation Act or
the articles of incorporation.

                    A director  shall  perform  his or her duties as a director,
including  duties as a member of any  committee of the board of  directors  upon
which the director may serve, in good faith, in a manner the director reasonably
believes to be in the best interests of the  corporation,  and with such care as
an  ordinarily  prudent  person  in a like  position  would  use  under  similar
circumstances.  In performing his or her duties, a director shall be entitled to
rely on  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
reasonably believes to be reliable and competent in the matters presented,

     (2) counsel,  public  accountants  or other persons as to matters which the
director reasonably  believes to be within such person's  professional or expert
competence, or

     (3) a committee of the board of directors  upon which the director does not
serve,  duly  designated  in  accordance  with  provisions  of the  articles  of
incorporation  or these bylaws,  as to matters within its designated  authority,
which committee the director reasonably believes to merit confidence.

     A  director  shall not be  considered  to be  acting  in good  faith if the
director has knowledge  concerning  the matter in question that would cause such
reliance described in the preceding subsection to be unwarranted.

     A person who  performs  his or her duties in  compliance  with this section
shall not be liable for any action  taken as a director  or any  failure to take
any action.

     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 the

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director  votes against such action or abstains  from voting in respect  thereto
because of an asserted conflict of interest.

                    Section 3.02.  Qualification and Election.  Unless otherwise
provided in the articles of  incorporation,  directors  need not be residents of
the State of Florida or shareholders in the  corporation.  Except in the case of
vacancies,  directors shall be elected by the  shareholders.  Upon the demand of
any  shareholder or a proxy at any meeting of  shareholders  for the election of
directors,  the  chairman  of the  meeting  shall  call for and  shall  afford a
reasonable opportunity for the making of nominations for the office of director.
If the board of  directors  is  classified  with  respect  to the power to elect
directors or with respect to the terms of directors  and if, due to a vacancy or
vacancies,  or  otherwise,  directors  of more than one class are to be elected,
each class of  directors  to be elected at the meeting  shall be  nominated  and
elected  separate ly. The candidates  receiving the greatest number of votes, up
to the number of directors to be elected, shall be elected directors.

                    Section  3.03.  Number  and  Term of  Office.  The  board of
directors  shall  consist  of nine  directors.  The number of  directors  may be
increased or decreased  from time to time by amendment to these  bylaws,  but no
decrease shall have the effect of shortening the term of any incumbent director.
Each director shall serve until the next annual meeting of the  shareholders and
until his or her successor shall have been elected and qualified or until his or
her earlier resignation, removal from office or death.

                    Section 3.04. Organization. At every meeting of the board of
directors,  the chairman of the board, if there be one, or in the absence of the
chairman of the board,  the president of the corporation or a chairman chosen by
a majority of the directors  present,  shall  preside,  and the secretary or any
person  appointed by the  chairman of the meeting  shall act as secretary of the
meeting.

     Section 3.05. Place of Meetings.  Meetings of the board of directors of the
corporation,  regular or special, may be held either within or without the State
of Florida.

                    Section 3.06. Annual Meetings.  The board of directors shall
hold an annual meeting each year immediately following the annual meeting of the
shareholders  at the place where such meeting of the  shareholders  was held for
the purpose of election of officers and consideration of any other business that
may be properly brought before the meeting.  Notice of such annual meetings need
not be given to either old or new members of the board of directors.

                    Section 3.07.  Regular  Meetings.  If the board of directors
determines to hold regular  meetings,  such meetings shall be held on such dates
as designated by the board of  directors.  Notice of such regular  meetings need
not be given to any member of the board of directors.

     Section 3.08. Special Meetings.  Special meetings of the board of directors
may be called by a majority of the  directors,  the chairman of the board or the
president on two days' prior written notice.

                    Section 3.09.  Action by Written  Consent Without a Meeting.
Any  action of the board of  directors  or of any  committee  thereof,  which is
required or permitted to be taken at a regular or special meeting,  may be taken
without a meeting if a consent  in  writing,  setting  forth the action so to be
taken,  signed  by all of  the  members  of the  board  of  directors  or of the
committee, as the case may be, is filed in the minutes of the proceedings of the
board of directors or committee.

                    Section 3.10.  Conference  Telephone  Meetings.  One or more
members of the board of directors  may  participate  in meetings of the board of
directors  or a committee  of the board of  directors  by means of a  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each  other.  Participation  in a meeting
pursuant to this section shall constitute presence in person at such meeting.


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                    Section 3.11.  Quorum. A majority of the directors in office
shall  be  present  at each  meeting  in order to  constitute  a quorum  for the
transaction  of business.  An interested  director may be counted in determining
the  presence  of a  quorum  at a  meeting  of  the  board  of  directors  which
authorizes,  approves  or  ratifies  a  contract  or  transaction  in which such
director has an interest.

                    Section 3.12. Voting.  Except as otherwise  specified in the
articles of incorporation or these bylaws or provided by statute,  the acts of a
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the acts of the board of directors.

                    Section  3.13.  Adjournment.  A  majority  of the  directors
present,  regardless of whether or not a quorum exists,  may adjourn any meeting
of the  board of  directors,  to  another  time and  place  and no notice of any
adjourned meeting need be given, other than by announcement at the meeting.

                    Section  3.14.  Compensation.  The board of directors  shall
have the  authority  to fix the  compensation  of  directors.  Directors  may be
reimbursed  their  expenses  incurred  in the  performance  of their  duties  as
directors.  Directors may be provided with such retirement pensions and benefits
as the board of directors may determine from time to time.

                    Section 3.15. Resignations.  Any director of the corporation
may  resign  at any  time by  giving  written  notice  to the  president  or the
secretary of the corporation.  Such resignation shall take effect at the date of
the receipt of such notice or at any later time  specified  therein and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

                    Section 3.16. Vacancies.  Any vacancy occurring in the board
of  directors,  including  any  vacancy  created by reason of an increase in the
number of directors,  may be filled by the affirmative vote of a majority of the
remaining  directors,  or by the  shareholders  in the  manner  provided  in the
Florida  Business  Corporation  Act. A director  elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.

                    Section 3.17.  Removal.  The  shareholders may remove one or
more directors from office,  with or without cause, by a vote or written consent
of the  holders of a majority of the shares  then  entitled to vote  (unless the
articles of incorporation provide that directors may be removed only for cause).
In case the board of directors or any such class of the board of  directors,  or
any one or more  directors be so removed,  new  directors  may be elected at the
same meeting or by the same written consent.

                    Section 3.18.  Executive and Other Committees.  The board of
directors, by resolution adopted by a majority of the entire board of directors,
may  designate  from among its members an  executive  committee  and one or more
other committees,  each committee to consist of two or more directors. The board
of directors may designate as alternate  members of any such  committee,  one or
more directors who may replace any absent or disqualified  member at any meeting
of the committee.

                    The executive  committee or such other such committee  shall
have and exercise  all of the  authority of the board of directors to the extent
provided  in the  resolution  designating  the  committee,  except  that no such
committee of the board of directors shall have the authority of the board to:

     (1) approve or recommend to shareholders  actions or proposals  required by
law to be approved by shareholders;

     (2) fill vacancies on the board of directors or any committee thereof;

     (3) amend or repeal these bylaws;


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     (4) authorize or approve the  reacquisition  of shares unless pursuant to a
general formula or method specified by the board of directors; or

     (5)  authorize  or approve the issuance or sale of or contract for the sale
of shares or determine the  designation  and relative  rights,  preferences  and
limitations  of a voting group unless within limits  specifically  prescribed by
the board of directors.

                    A  majority  of the  directors  in  office  designated  to a
committee,  or directors designated to replace them as provided in this section,
shall be present at each meeting to constitute a quorum for the  transaction  of
business and the acts of a majority of the  directors in office  designated to a
committee or their replacements shall be the acts of the committee.

                    Each committee shall keep regular minutes of its proceedings
and report such proceedings periodically to the board of directors.

     Sections 3.05,  3.08, 3.09, 3.10 and 3.11 shall be applicable to committees
of the board of directors.


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                                   ARTICLE IV
                           Notice and Waiver of Notice
                    Section 4.01. Notice. Whenever written notice is required to
be given to any director under the provisions of the articles of  incorporation,
these  bylaws or the  Florida  Business  Corporation  Act,  it shall be given by
personal  delivery,  facsimile  transmission,  delivery to an overnight  courier
service or representative,  deposit in the United States first-class mail, or by
certified or registered mail,  addressed to the address of such person appearing
on the books of the  corporation,  or supplied by such person to the corporation
for the purpose of notice.  A notice of a meeting shall  specify the place,  day
and hour of the meeting.  Notices to shareholders  shall be given as provided in
Section 2.06 hereof.

                    Section  4.02.  Waiver of  Notice.  Whenever  any  notice is
required  to be given  under the  Florida  Business  Corporation  Act,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the  giving  of  such  notice.  Except  in the  case  of a  special  meeting  of
shareholders,  neither the business to be transacted at, nor the purpose of, the
meeting need be specified in the waiver of notice of such meeting.

                    Attendance of a person, either in person or by proxy, at any
meeting,  shall  constitute  a waiver of notice of such  meeting,  in the manner
provided in the Florida  Business  Corporation Act unless:  (a) in the case of a
shareholders  meeting,  (i) the  shareholder  objects  at the  beginning  of the
meeting to holding  the meeting or  transacting  business at the meeting or (ii)
with respect to a matter that is not within the purpose or purposes described in
the meeting notice,  the shareholder  objects when the matter is presented;  and
(b) in the case of a directors' or committee  meeting,  the director states,  at
the  beginning  of the  meeting or promptly  upon  arrival at the  meeting,  any
objection  to the  transaction  of business  because the meeting is not lawfully
called or convened.

                                    ARTICLE V
                                    Officers
                    Section 5.01. Number and Qualification.  The officers of the
corporation shall consist of such officers and agents as may be appointed by the
board of directors.  One person may hold more than one office.  Officers may but
need not be directors or shareholders of the corporation. The board of directors
may elect from among the  members of the board of  directors  a chairman  of the
board who, if elected, shall be an officer of the corporation.  A duly appointed
officer  may appoint one or more  officers or  assistant  officers to the extent
authorized by the board of directors.

                    Section  5.02.  Election  and Term of  Office.  Except  such
officers  as may be  elected  pursuant  to Section  5.03,  the  officers  of the
corporation   shall  be   appointed   to  hold  office  until  the  next  annual
organizational  meeting of directors and until a successor  shall have been duly
elected and qualified, or until death, resignation or removal.

                    Section 5.03.  Subordinate Officers,  Committees and Agents.
The board of  directors  may from time to time elect such  officers  and appoint
such  committees,  employees or other agents as the board of directors deems the
business of the  corporation may require,  to hold office for such period,  have
such authority,  and perform such duties as are provided in these bylaws,  or as
the board of directors may delegate.

                    Section 5.04. The Chairman of the Board. The chairman of the
board, if elected,  shall be the chief executive  officer of the corporation and
have general powers of supervision,  direction and control over the business and
operations  of the  corporation,  subject  to the  authority  of  the  board  of
directors.  The  chairman  of the board  shall  preside at all  meetings  of the
shareholders and of the board of directors,  and shall perform such other duties
as may from time to time be requested by the board of directors.


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                    Section 5.05.  The  President.  The  president  shall be the
chief operating  officer of the corporation and shall have general  supervision,
direction  and control  over the  business and  operations  of the  corporation,
subject however,  to the authority of the chairman of the board and the board of
directors.  If the board of  directors  fails to elect a chairman  of the board,
then the president shall also be the chief executive officer of the corporation.
The  president  shall  sign,  execute  and  acknowledge,  in  the  name  of  the
corporation,  deeds, mortgages,  bonds, contracts or other instruments except in
cases where the signing and execution  thereof  shall be expressly  delegated by
the board of directors,  or by these  bylaws,  to some other officer or agent of
the  corporation;  and, in  general,  shall  perform all duties  incident to the
office of  president  and such other duties as from time to time may be assigned
by the chairman of the board and board of directors.

                    Section 5.06. The Vice Presidents.  The vice presidents,  if
any,  shall  perform  duties as may from time to time be assigned to them by the
board of directors, the chairman of the board or the president.

                    Section 5.07. The Secretary.  The secretary shall attend all
meetings of the board of directors and  committees  thereof and shall record the
time and place of holding of such meeting,  whether  regular or special,  and if
special,  how  authorized,  the  notice  given,  the names of those  present  at
directors'   meetings  or  the  number  of  shares  present  or  represented  at
shareholders'  meetings  in books to be kept for that  purpose;  shall  see that
notices  are  given  and  records  and  reports  properly  kept and filed by the
corporation  as  required  by law;  shall  be the  custodian  of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the  corporation  under its seal;  and, in general,  shall perform all duties
incident to the office of  secretary,  and such other duties as may from time to
time be assigned  by the board of  directors,  the  chairman of the board or the
president.

                    Section 5.08.  The Treasurer.  The treasurer,  if any, shall
have  or  provide  for  the  custody  of the  funds  or  other  property  of the
corporation  and shall keep a separate book account of the same to his credit as
treasurer; shall keep and maintain, or cause to be kept and maintained, adequate
and  correct  accounts  of  the  properties  and  business  transactions  of the
corporation, including, but not limited to, accounts of its assets, liabilities,
receipts,  disbursements,  gains,  losses,  capital-surplus  and  shares;  shall
collect and receive or provide for the  collection  and receipt of moneys earned
by or in any manner due to or received  by the  corporation;  shall  deposit all
funds in custody as  treasurer  in such banks or other  places of deposit as the
board of directors may from time to time designate;  shall, whenever so required
by the  board  of  directors,  render  an  accounting  showing  transactions  as
treasurer and the financial condition of the corporation; and, in general, shall
discharge such other duties as may from time to time be assigned by the board of
directors,  the  chairman  of the board or the  president.  The books of account
shall be open at all reasonable times to inspection by any director.

                    Section 5.09.  Salaries and Compensation.  The salaries,  if
any, of the officers  elected by the board of directors shall be fixed from time
to time by the board of  directors or by such  officer as may be  designated  by
resolution of the board of directors.  The salaries or other compensation of any
officers,  employees and agents elected,  appointed or retained by an officer or
committee to which the board of directors  has  delegated  such a power shall be
fixed  from time to time by such  officer  or  committee.  No  officer  shall be
prevented from receiving such salary or other compensation by reason of the fact
that he or she is also a director of the corporation.

                    Section 5.10. Resignations.  Any officer or agent may resign
at any time by giving written notice of resignation to the board of directors or
to the president or the secretary of the corporation. Any such resignation shall
take  effect at the date of the  receipt  of such  notice  or at any later  time
specified  therein and, unless otherwise  specified  therein,  the acceptance of
such resignation shall not be necessary to make it effective.


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                    Section  5.11.  Removal.  Any  officer,   committee  member,
employee  or agent of the  corporation  may be  removed,  either  for or without
cause,  by the board of directors or other  authority which elected or appointed
such officer, committee member or other agent.

                    Section 5.12. Vacancies.  A vacancy in any office because of
death,  resignation,  removal,  disqualification  or any other  cause,  shall be
filled by the board of  directors  or by the officer or  committee  to which the
power to fill such office has been delegated, as the case may be.

                                   ARTICLE VI
                         Certificates of Stock, Transfer
                    Section   6.01.   Share   Certificates,    Issuance.   Every
shareholder  shall be entitled to have a certificate  representing all shares to
which the shareholder is entitled;  and such certificate shall be signed (either
manually  or in  facsimile)  by the  chairman  of the board,  if any,  or by the
president or a vice president and by the secretary or any assistant secretary of
the  corporation  and may be  sealed  with  the  corporate  seal or a  facsimile
thereof.  In the event any officer who has signed, or whose facsimile  signature
has been placed upon any share  certificate shall have ceased to be such officer
because of death, resignation or otherwise, before the certificate is issued, it
may be issued  with the same  effect as if the officer had not ceased to be such
at the date of its issue.  Certificates  representing  shares of the corporation
shall otherwise be in such form as provided by statute and approved by the board
of directors.  Every certificate  exchanged or returned to the corporation shall
be marked "CANCELED", with the date of cancellation.

     Section 6.02.  Transfer.  Transfers of shares shall be made on the books of
the corporation  upon surrender of the  certificates  therefor,  endorsed by the
person  named in the  certificate  or by an  attorney  lawfully  constituted  in
writing.

                    Section 6.03. Registered  Shareholders.  Except as otherwise
expressly  set forth in these  bylaws,  the  corporation  shall be  entitled  to
recognize  a person  registered  on its  books in whose  name any  shares of the
corporation  are  registered  as the absolute  owner  thereof with the exclusive
rights  to  receive  dividends,  and to vote such  shares  as  owner.  Except as
otherwise  provided by law, the corporation  shall not be bound to recognize any
equitable  or other  claim  regardless  of whether  the  corporation  shall have
express or other notice thereof.

                    Section 6.04. Lost, Destroyed or Mutilated Certificates. The
holder of any shares of the  corporation  shall  notify the  corporation  of any
loss,  destruction or mutilation of the certificates  therefor, and the board of
directors may, in its  discretion,  cause new  certificates  to be issued to the
holder, upon satisfactory proof of such loss,  destruction or mutilation and, if
the board of directors  shall so  determine,  the deposit of a bond in such form
and in such sum, and with such surety or sureties, as it may direct.

                                   ARTICLE VII
                     Indemnification of Directors, Officers,
                              Employees and Agents

                    Section 7.01. Directors, Officers, Employees and Agents. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party  (which  shall  include  the  giving  of  testimony  or  similar
involvement) to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by, or in the right of the  corporation) by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of any  other  corporation,  partnership,  joint  venture,  trust or other
enterprise against expenses (including attorneys' fees),  judgments,  fines, and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action,  suit or proceeding,  including any appeal thereof,
if he or she acted in

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good faith in a manner he or she reasonably believed to be in, or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceedings,  had no reasonable  cause to believe that his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not create,  of itself,  a presumption that the person did not act in good faith
or in a manner which he or she reasonably  believed to be in, or not opposed to,
the best interest of the  corporation or, with respect to any criminal action or
proceeding,  had  reasonable  cause  to  believe  that  his or her  conduct  was
unlawful.

                    The  corporation  shall indemnify any person who was or is a
party,  or is  threatened  to be made a party (which shall include the giving of
testimony  or similar  involvement),  to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
its favor by reason  of the fact that he or she is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement (to
the extent permitted by law), including any appeal thereof. Such indemnification
shall be authorized if such person acted in good faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable unless,  and only to the extent that, the court in which such  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
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper.

                    Section  7.02.  Expenses.  To the  extent  that a  director,
officer,  employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action,  suit or proceeding referred to above, or
in any defense of any claim,  issue or matter  therein,  the  corporation  shall
indemnify such person against expenses (including  attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

                    Section  7.03.  Determination  of Standard  of Conduct.  Any
indemnification hereunder,  unless pursuant to a determination by a court, shall
be  made  by  the   corporation  as  authorized   upon  a   determination   that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth  above.  Such  determination  shall  be made  either  (1) by the  board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties to such proceeding,  (2) by majority vote of a committee duly designated
by the board of directors  consisting  of two or more  directors not at the time
parties to the proceeding,  (3) by the shareholders who were not parties to such
action,  suit or proceedings,  or (4) by independent  legal counsel  selected in
accordance  with the  provisions of the Florida  Business  Corporation  Act in a
written opinion.

                    Section   7.04.   Advance   Expenses.   Expenses   including
attorney's fees incurred in defending any action, suit or proceeding may be paid
by the corporation in advance of the final  disposition of such action,  suit or
proceeding  as authorized  in the manner  provided  above or upon receipt of any
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount,  unless it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation as authorized herein.

                    Section 7.05. Benefit. The indemnification  provided by this
Article VII shall be in addition to the indemnification rights provided pursuant
to the Florida Business Corporation Act and shall not be deemed exclusive of any
other rights to which person seeking  indemnification  may be entitled under any
by law, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a director, officer, employee or agent of the corporation and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

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                    Section 7.06. Insurance.  The corporation shall be empowered
to  purchase  and  maintain  insurance  on behalf of any  person who is or was a
director,  officer, employee or agent of the corporation or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another corpo ration,  partnership,  joint  venture,  trust or other  enterprise
against liability asserted against such person and incurred by him or her in any
such  capacity or arising  out of his or her status as such,  whether or not the
corporation would have the power to indemnify such person against such liability
under the provisions contained herein.

                    Section  7.07.  No  Rights of  Subrogation.  Indemnification
herein shall be a personal  right and, the  corporation  shall have no liability
under this Article VII to any insurer or any person,  corporation,  partnership,
association,  trust  or  other  entity  (other  than  the  heirs,  executors  or
administrators  of such  per  son)  by  reason  of  subrogation,  assignment  or
succession  by any  other  means to the claim of any  person to  indemnification
hereunder.

                    Section   7.08.    Indemnification   for   Past   Directors.
Indemnification  as provided in this section  shall  continue as to a person who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

                    Section 7.09.  Affiliates.  For the purposes of this Article
VII,  references  to "the  corporation"  include  all  constituent  corporations
absorbed in a  consolidation  or merger,  as well as the  resulting or surviving
corporation,  so that any  person who is or was  serving at the  request of such
constituent  corporation  as a director,  officer,  employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise shall stand
in the same  position  under the  provisions of this Article VII with respect to
the  resulting  or surviving  corporation  as such person would if he or she had
served the resulting or surviving corporation in the same capacity.

                    Section 7.10. Reliance and Non-Exclusivity.  Each person who
shall act as an authorized  representative of the corporation shall be deemed to
be doing so in reliance upon such rights of  indemnification  as are provided in
this Article VII.

                    Section 7.11. Other Indemnifications.  The corporation shall
have  the  power  to make  any  other  or  further  indemnification,  except  an
indemnification against gross negligence or willful misconduct, under any bylaw,
agreement,  vote of shareholders or disinterested directors, or otherwise,  both
as to action in an official  capacity and as to action in another capacity while
holding such office.

                    Section 7.12. Amendments. The provisions of this Article VII
relating to indemnification  and to the advancement of expenses shall constitute
a contract  between the corporation and each of its directors and officers which
may be modified as to any director or officer only with that person's consent or
as specifically provided in this section. Notwithstanding any other provision of
these bylaws relating to their amendment  generally,  any repeal or amendment of
this Article VII which is adverse to any director or officer shall apply to such
director or officer only on a prospective  basis, and shall not limit the rights
of a director or officer to  indemnification  or to the  advancement of expenses
with respect to any action or failure to act occurring prior to the time of such
repeal or amendment.

                                  ARTICLE VIII
                                  Miscellaneous
                    Section  8.01.  Checks.  All checks or demands for money and
notes of the  corporation  shall be signed by such  officer or  officers or such
other person or persons as the board of  directors  may  designate  from time to
time.

     Section 8.02. Dividends.  The board of directors, at any regular or special
meeting  thereof,  subject to any  restrictions  contained  in the  articles  of
incorporation, may declare and pay dividends

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upon  the  shares  of  the  corporation's   stock  in  cash,   property  or  the
corporation's shares in accordance with the Florida Business Corporation Act.

                    Section 8.03.  Deposits.  All funds of the corporation shall
be  deposited  from  time to  time  to the  credit  of the  corporation  in such
financial  institutions  or other  depositaries  as the board of  directors  may
approve or designate.

     Section 8.04.  Fiscal Year. The fiscal year of the corporation shall end on
the 31st day of December in each year.

                    Section 8.05.  Severability.  The provisions of these bylaws
shall be separable each from any and all other  provisions of these bylaws,  and
if any such  provision  shall be adjudged to be invalid or  unenforceable,  such
invalidity or  unenforceability  shall not affect any other provision hereof, or
the powers  granted to this  corporation  by the  articles of  incorporation  or
bylaws.


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