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                                                                     EXHIBIT 3.2


                       SECOND AMENDED AND RESTATED BY-LAWS
                                       OF
                         HIGH SPEED NET SOLUTIONS, INC.


                             ARTICLE I. SHAREHOLDERS

      Section 1. Annual Meeting. The annual meeting of the Shareholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting shall be held within four (4)
months after the close of the corporation's fiscal year. The annual meeting of
Shareholders for any year shall be held no later than thirteen (13) months after
the last preceding annual meeting of Shareholders. Business transacted at the
annual meeting shall include the election of Directors of the corporation.

      Section 2. Special Meetings. Special meetings of the Shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than ten percent (10%) of all the shares
entitled to vote at the meeting. A meeting requested by Shareholders shall be
called for a date not less than ten (10) nor more than sixty (60) days after the
request is made, unless the Shareholders requesting the meeting designate a
later date. The call for the meeting shall be issued by the Secretary, unless
the President or the Board of Directors designates another person to do so.

      Section 3.  Place.  Meetings of Shareholders may be held within or
without the State of Florida.

      Section 4. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be delivered not less than ten
(10) nor more than sixty (60) days before the meeting, either personally or by
first class mail, by or at the direction of the President, the Secretary, or the
Officer or persons calling the meeting to each Shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the Shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.

      Section 5. Notice of Adjourned Meetings. When a meeting 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 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 as provided in this Section to each Shareholder
of record on the new record date entitled to vote at such meeting.

      Section 6. Fixing Record Date. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of Shareholders for any other purpose, the Board of
Directors shall fix in advance a date as the record date for any determination
of Shareholders, such date in any case to be not more than seventy days prior to
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the date on which the particular action requiring such determination of
Shareholders is to be taken. 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 for the adjourned meeting, which it must do if
the meeting is more than 120 days after the date fixed for the original meeting.

      Section 7. Voting Record. The Officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of Shareholders or such shorter time as exists between the
record date and the meeting, a complete alphabetical list of the Shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting or such shorter time as
exists between the record date and the meeting, shall be kept on file at the
principal place of business of the corporation or at the office of the transfer
agent or registrar of the corporation and any Shareholder, on written demand,
shall be entitled to inspect the list at any time during the usual business
hours. The 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 at any
time during the meeting.

      If the requirements of this Section have not been substantially complied
with, the meeting on demand of any Shareholder in person or by proxy, shall be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.

      Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of Shareholders. When a specified item of business is required to
be voted on by a class or series of stock, a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.

      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.

      If a quorum is present, action on a matter (other than the election of
Directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater or lesser number of affirmative votes is required by the articles of
incorporation or by law.

      Unless otherwise provided in the articles of incorporation, Directors will
be elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present.

      Section 9. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one (1) vote on each matter submitted to a vote at a
meeting of Shareholders.

      Shares of stock of this corporation owned by another corporation the
majority of the voting stock of which is owned or controlled by this
corporation, shall not be voted, directly or


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indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.

      A Shareholder may vote either in person or by proxy executed in writing by
the Shareholder or his duly authorized attorney-in-fact.

      At each election for Directors every Shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected at
that time and for whose election he has a right to vote.

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

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

      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 his nominee shall be entitled to vote the shares so
transferred.

      On and after the date on which a written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.

      Section 10. Proxies. Every Shareholder entitled to vote at a meeting of
Shareholders or to express consent or dissent without a meeting or any
Shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.

      Every proxy must be signed by the Shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the Shareholder executing it, except as otherwise provided by law.


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      The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the Shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of Shareholders.

      If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.

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

      Section 11. Voting Trusts. Any number of Shareholders of this corporation
may create a voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their shares, as provided by
law. Where the counterpart of a voting trust agreement and the copy of the
record of the holders of voting trust certificates has been deposited with the
corporation as provided by law, such documents shall be subject to the same
right of examination by a Shareholder of the corporation, in person or by agent
or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder of record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.

      Section 12. Shareholders' Agreements. Two (2) or more Shareholders of this
corporation may enter into an agreement or agreements providing for the exercise
of voting rights in the manner provided in the agreement(s) or relating to any
phase of the affairs of the corporation as provided by law.

      Section 13. Action Without a Meeting. 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 Shareholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be 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. 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 each class entitled to vote as a
class thereon and of the total shares entitled to vote thereon.

      Within ten (10) days after first obtaining such authorization by written
consent, notice must be given to those Shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation, or sale or
exchange of assets for which dissenters' rights are provided, the notice shall
contain a clear statement of the right of Shareholders dissenting therefrom to
be paid the fair value of their shares upon compliance with the Florida Statutes
provision concerning dissenters rights of Shareholders.


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                              ARTICLE II. DIRECTORS

      Section 1.  Function.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of a corporation shall
be managed under the direction of, the Board of Directors.

      Section 2.  Qualification.  Directors must be natural persons who are
eighteen (18)  years of age but need not be residents of this state or
Shareholders of this corporation.

      Section 3.  Compensation.  The Board of Directors shall have authority
to fix the compensation of Directors.

      Section 4. Duties of Directors. A Director shall perform his duties as a
Director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he 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 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:

            (a)   one (1) or more Officers or employees of the corporation
whom the Director reasonably believes to be reliable and competent in the
matters presented,

            (b) 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

            (c) a committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Articles of Incorporation or
the 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 he has
actual knowledge concerning the matter in question that would cause such
reliance described above to be unwarranted.

      A person who performs his duties in compliance with this Section shall
have no liability by reason of being or having been a Director of the
corporation.

      Section 5. Presumption of Assent. A Director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
objects at the beginning of the meeting to holding it or transacting specified
business or he votes against such action or abstains from voting in respect
thereto.

      Section 6. Number. This corporation shall have no less than three (3) and
no more than twelve (12) directors, and the number within that range shall be
set by the Board of Directors.


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The number of Directors may be increased or decreased from time to time by
resolution of the Board of Directors. No decrease in the number of directors
shall have the effect of shortening the terms of any incumbent director.

       Section 7. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of Shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

      At the first annual meeting of Shareholders and at each annual meeting
thereafter the Shareholders shall elect Directors to hold office until the next
succeeding annual meeting. Each Director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.

      Section 8. 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 though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall hold office only until the next election of
Directors by the Shareholders.

      Section 9. Removal of Directors. At a meeting of Shareholders called
expressly for that purpose, any Director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of Directors.

      Section 10. Resignation of Directors. Any Director may resign at any time
by giving written notice to the corporation, the Board of Directors, or its
chairman. The resignation of such Director shall take effect when the notice is
delivered unless the notice specifies a later effective date, in which event the
Board of Directors may fill the pending vacancy before the effective date if it
provides that the successor does note take office until the effective date.

      Section 11. Quorum and Voting. A majority of the number of Directors fixed
by these Bylaws shall constitute a quorum for the transaction of business. The
act of the majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors; provided, however, a
two-thirds majority of the Directors present at a meeting at which a quorum is
present (a "Supermajority") shall be the act of the Board of Directors for the
following decisions: (a) appointment of a Chief Executive Officer, and (b) the
approval and/or recommendation to the Shareholders of any merger, sale of
substantially all the assets of the corporation, or other transaction involving
a change in 50% or more of the Board of Directors and/or 50% or more of the
equity ownership of the corporation. A Supermajority of the Board of Directors
shall also be necessary to amend this Section 11.

      Section 12. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its Directors or any
other corporation, firm, association or entity in which one (1) or more of the
Directors are Directors or Officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
Director or Directors are present at the meeting of the Board of Directors or a
committee


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thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose, if:

            (a) the fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which 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 Directors; or

            (b) the fact of such relationship or interest is disclosed or known
to the Shareholders entitled to vote 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, a committee or the
Shareholders.

      Common or interested Directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.

      Section 13. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:

            (a)   approve or recommend to Shareholders actions or proposals
required by law to be approved by Shareholders;

            (b)   fill vacancies on the Board of Directors or any committee
thereof;

            (c)   amend the Bylaws;

            (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, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general authorization
for the issuance or sale of shares, or any contract therefor, and, in the case
of a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board of Directors, by resolution or by adoption of a
stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the rate or
manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of a class of shares, with full power in such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing with the
Department of State.


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      The Board of Directors, by resolution adopted in accordance with this
Section, may designate one (1) or more Directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.

      Section 14.  Place of Meetings.  Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.

      Section 15. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice immediately following the annual
meeting of Shareholders. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each Director by either
personal delivery, telegram, telex or cable at least two (2) days before the
meeting or by notice mailed to the Director at least five days before the
meeting.

      Notice of a meeting of the Board of Directors need not be given to any
Director who signs a waiver of notice either before or after the meeting.
Attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

      Neither the business to be transacted at nor the purpose of any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

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

      Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the corporation, or by any two (2) Directors.

      Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

      Section 16. Action Without a Meeting. Any action required to be taken at a
meeting of the Directors of a corporation, or any action which may be taken at a
meeting of the Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
of the Directors, or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the Board or of the committee. Such
consent may: (a) be signed in counterparts, (b) may have faxed signatures,
copies of which shall be effective when received by the Corporation and (c)
shall have the same effect as a unanimous vote.


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                              ARTICLE III. OFFICERS

      Section 1. Officers. The Officers of this corporation shall consist of a
Chairman of the Board of Directors, one or two Chief Executive Officer(s), a
Chief Financial Officer, a Chief Operating Officer, a Chief Scientist, a
President, and a Secretary, each of whom shall be elected by the Board of
Directors. Such other Officers and Assistant Officers and agents as may be
deemed necessary may be elected or appointed by the Board of Directors from time
to time. Any two (2) or more offices may be held by the same person.

      Section 2.  Duties.  The Officers of this corporation shall have the
following duties:

      (a) The Chairman of the Board of Directors shall have the power to call
regular and special meetings of the Board of Directors and Shareholders, and
shall preside over such meetings. The Board of Directors may also elect a Vice
Chairman to act in the Chairman's absence, if it so chooses.

      (b) The Chief Executive Officer(s) of the corporation shall, subject to
the control of the Board of Directors, supervise and control the management of
the corporation in accordance with these Bylaws. He (They) shall, in the absence
of the Chairman of the Board of Directors and any Vice Chairman, preside at all
meetings of the Board of Directors and Shareholders. In general, he (they) shall
perform all duties incident to the office of Chief Executive Officer and such
other duties as may be prescribed by the Board of Directors from time to time.
In the event that two Chief Executive Officers are appointed simultaneously and
are unable to agree on an issue, they shall jointly submit such issue to the
Board of Directors and adhere to the decision of the Board of Directors.

      (c) The Chief Financial Officer of the corporation shall, subject to the
control of the Board of Directors, supervision and direction of the Chief
Executive Officer, supervise and control all financial and accounting activities
of the corporation, including, without limitation, the creation and updating of
financial statements, reporting to government agencies, and all tax-related
matters. He shall have custody of and maintain all financial records of the
corporation.

      (d) The Chief Operating Officer of the corporation shall, subject to the
control of the Board of Directors, supervision and direction of the Chief
Executive Officer, supervise and control the day-to-day operation of the
corporation in accordance with these Bylaws. He shall sign, with any other
proper officer, certificates for shares of the Corporation and any deeds,
mortgages, bonds, contracts, or other instruments which may be lawfully executed
on behalf of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be delegated by the Board of Directors to some other officer or agent.
Notwithstanding anything to the contrary provided herein, he shall supervise or
control neither the activities of the Rich Media Direct Group, nor the marketing
and sales activities of the corporation, which responsibilities are hereby
reserved to the President.

      (e) The Chief Scientist shall, subject to the control of the Board of
Directors, supervision and direction of the Chief Executive Officer, supervise
and control the creative scientific and technical activities of the corporation.


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      (f) The President of the corporation shall, subject to the control of the
Board of Directors, supervision and direction of the Chief Executive Officer,
supervise and control the day-to-day operation of the Rich Media Direct Group,
and all marketing and sales activities of the corporation. He shall sign, with
any other proper officer, any contracts, or other instruments which may be
lawfully executed on behalf of the corporation regarding the Rich Media Direct
Group or the sales and marketing activities of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be delegated by the Board of
Directors to some other officer or agent.

      (g) The Secretary of the corporation shall have custody of, and maintain,
all of the corporate records except the financial records; shall record the
minutes of all meetings of the Shareholders and Board of Directors, send all
notices of meetings out, and perform such other duties as may be prescribed by
the Board of Directors or the President.

      Section 3. Removal of Officers. Any Officer or agent elected or appointed
by the Board of Directors may be removed by the Board, with or without cause,
whenever in its judgment the best interests of the corporation will be served
thereby. In addition, any Officer or assistant Officer appointed by another
Officer may also be removed by such Officer.

      Any vacancy, however occurring, in any office may be filled by the Board
of Directors, unless the Bylaws shall have expressly reserved such power to the
Shareholders.

      Removal of any Officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an Officer
or agent shall not of itself create contract rights.

      Section 4. Compensation. The compensation of the President and Secretary,
and such other Officers elected or appointed by the Board of Directors, shall be
fixed by the Board of Directors and may be changed from time to time by a
majority vote of the Board. The fact that an Officer is also a Director shall
not preclude such person from receiving compensation as either a Director or
Officer, nor shall it affect the validity of any resolution by the Board of
Directors fixing such compensation. The President shall have authority to fix
the salaries of all employees of the corporation other than Officers elected or
appointed by the Board of Directors.

                         ARTICLE IV. STOCK CERTIFICATES

      Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate, representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.

      Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice President and/or the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice President and/or the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any Officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such Officer before such certificate is


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issued, it may be issued by the corporation with the same effect as if he were
such Officer at the date of its issuance.

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

      Each certificate representing shares shall state upon the face thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents.

      Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.

      Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall
issue a new stock certificate in the place of any certificate previously issued
if the holder of record of the certificate (a) makes proof in affidavit form
that it has been lost, destroyed or wrongfully taken; (b) requests the issue of
a new certificate before the corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any
adverse claim; and (c) satisfies any other reasonable requirements imposed by
the corporation, including bond in such form as the corporation may direct, to
indemnify the corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction or theft of a
certificate.

                          ARTICLE V. BOOKS AND RECORDS

      Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its Shareholders, Board of Directors and committees of Directors.

      This corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, an alphabetical
listing of its Shareholders, giving the names and addresses of all Shareholders,
and the number, class and series, if any, of the shares held by each.

      The Shareholders shall have the right to inspect the books and records of
the corporation provided under the Florida Business Corporation Act.

      The corporation's annual financial statements shall be mailed to each
shareholder of the corporation within 120 days of the close of the corporation's
fiscal year.

      Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.


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                           ARTICLE VI. CORPORATE SEAL

      The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation.

                          ARTICLE VII. INDEMNIFICATION

      Section 1.  Certain Definitions.  For the purposes of this Section,
certain terms and phrases used herein shall have the meanings set forth
below:

      (a)   The term "enterprise" shall include, but not be limited to, any
employee benefit plan.

      (b) An "executive" shall mean any person, including a volunteer, who is or
was a Director or Officer of the Corporation or who is or was serving at the
request of the corporation as a Director or Officer of another corporation,
limited liability company, partnership, joint venture, trust or other
enterprise.

      (c) The term "expenses" shall include, but not be limited to, all costs
and expenses (including attorneys' fees and paralegal expenses) paid or incurred
by an executive, in, for or related to a proceeding or in connection with
investigating, preparing to defend, defending, being a witness in or
participating in a proceeding, including such costs and expenses incurred on
appeal. Such attorneys' fees shall include, but not be limited to (a) attorneys'
fees incurred by an executive in any and all judicial or administrative
proceedings, including appellate proceedings, arising out of or related to a
proceeding; (b) attorneys' fees incurred in order to interpret, analyze or
evaluate that person's rights and remedies in a proceeding or under any
contracts or obligations which are the subject of such proceeding; and (c)
attorneys' fees to negotiate with counsel with any claimants, regardless of
whether formal legal action is taken against him.

      (d) The term "liability" shall include, but not be limited to, the
obligation to pay a judgment, settlement, penalty or fine (including an excise
tax assessed with respect to any employee benefit plan), and expenses actually
and reasonably incurred with respect to a proceeding.

      (e) The term "proceeding" shall include, but not be limited to, any
threatened, pending or completed action, suit or other type of proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal, including, but not limited to, an action by or in the right of any
corporation of any type or kind, domestic or foreign, or of any partnership,
joint venture, trust, employee benefit plan or other enterprise, whether
predicated on foreign, federal, state or local law, to which an executive is a
party by reason of the fact that he is or was or has agreed to become a Director
or Officer of the corporation or is now or was serving at the request of the
corporation as a Director or Officer of another corporation, partnership, joint
venture, trust or other enterprise.

      (f) The phrase "serving at the request of the corporation" shall include,
but not be limited to, any service as a Director or Officer of the corporation
that imposes duties on such person, including duties related to an employee
benefit plan and its participants or beneficiaries.


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<PAGE>   13
      (g) The phrase "not opposed to the best interests of the corporation"
describes the actions of a person who acts in good faith and in a manner which
he reasonably believes to be in the best interests of the corporation or the
participants and beneficiaries of an employee benefit plan.

      Section 2. Primary Indemnification. The corporation shall indemnify to the
fullest extent permitted by law, and shall advance expenses therefor, to any
executive who was or is a party to a proceeding against any liability incurred
in such proceeding, including any appeal thereof, unless a court of competent
jurisdiction establishes by non-appealable judgment or adjudication that his
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (a) a violation of the criminal law, unless the
executive had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (b) a transaction from
which the executive derived an improper personal benefit; (c) in a case of
Director, a circumstance under which the liability provisions of Section
607.0834; Florida Statutes, or any successor provision, are applicable; or (d)
willful misconduct or conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder,
Notwithstanding the failure to satisfy conditions (a) through (d) of this
Section, the corporation shall nevertheless indemnify an executive pursuant to
Sections 4 or 5 hereof unless a determination is reasonably and promptly made
pursuant to Section 3 hereof that the executive did not meet the applicable
standard of conduct set forth in Sections 4 or 5.

      Section 3. Determination of Right of Indemnification in Certain Cases. Any
indemnification under Sections 4 or 5 hereof (unless ordered by a court) shall
be made by the corporation unless a determination is reasonably and promptly
made that the executive did not meet the applicable standard of conduct set
forth in Sections 4 or 5. Such determination shall be made by: (a) the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to such proceeding; (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 (in which Directors who are parties may participate) consisting solely
of two (2) or more Directors not at the time parties to the proceeding; (c) by
independent counsel (i) selected by the Board of Directors prescribed in
subparagraph (a) or the committee prescribed in subparagraph (b), or (ii) if a
quorum of the Directors cannot be obtained under subparagraph (a), and the
committee cannot be designated under subparagraph (b), selected by majority vote
of the full Board of Directors (in which Directors who are parties may
participate); or (d) by the shareholders by a majority vote of a quorum
consisting of shareholders who are not parties to such proceeding, or if no such
quorum is attainable, by a majority vote of the shareholders who were not
parties to such proceeding. If the determination of the permissibility of
indemnification is made by independent legal counsel as set forth in
subparagraph (c) above, the other persons specified in this Section 3 shall
evaluate the reasonableness of expenses.

      Section 4. Proceeding Other Than By Or In The Right of The Corporation.
The corporation shall indemnify any executive who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation)
against liability in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with respect
to any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any


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<PAGE>   14
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

      Section 5. Proceeding By Or In The Right Of The Corporation. The
corporation shall indemnify any executive who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor against expenses and amounts paid in settlement not exceeding, in the
judgment of the Board of Directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
such person acted in good faith and in manner which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made under this Section 5 in respect to 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 6. Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Section, to the extent that an
executive is successful on the merits or otherwise, including the dismissal of
an action without prejudice or the settlement of an action without admission of
liability, in defense of any proceeding or in defense of any claim, issue or
matter therein, the corporation shall indemnify such executive against all
expenses incurred in connection with such defense.

      Section 7. Advancement of Expenses. Notwithstanding anything in the
corporation's articles of incorporation, these bylaws or any agreement to the
contrary, if so requested by an executive, the corporation shall advance (within
two (2) business days of such request) any and all expenses relating to a
proceeding (an "expense advance"), upon the receipt of a written undertaking by
or on behalf of such person to repay such expense advance if a judgment or other
final adjudication adverse to such person (as to which all rights of appeal have
been exhausted or lapsed) establishes that he, with respect to such proceeding,
is not eligible for indemnification under the provisions of this Section.
Expenses incurred by other employees or agents of the corporation may be paid in
advance upon such terms and conditions as the Board of Directors deems
appropriate.

      Section 8. Right of Executive to Indemnification Upon Application;
Procedures Upon Application. Any indemnification or advancement of expenses
under this Section shall be made promptly upon the written request of the
executive, unless, with respect to a request under Section 4 or 5, a
determination is reasonably and promptly made under Section 3 that such
executive did not meet the applicable standard of conduct set forth in Section 4
or 5. The right to indemnification or advances as granted by this Section shall
be enforceable by the executive in any court of competent jurisdiction, if the
claim is improperly denied, in whole or in part, or if no disposition of such
claim is made promptly. The executive's expenses incurred in connection


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<PAGE>   15
with successfully establishing his right to indemnification or advancement of
expenses, in whole or in part, under this Section shall also be indemnified by
the corporation.

      Section 9. Court Ordered Indemnification. Notwithstanding the failure of
the corporation to provide indemnification due to a failure to satisfy the
conditions of Section 2, and despite any contrary determination by the
corporation in the specific case under Sections 4 or 5, an executive of the
corporation who is or was a party to a proceeding may apply for indemnification
or advancement of expenses, or both, to the court conducting the proceeding, to
the circuit court, or to another court of competent jurisdiction, and such court
may order indemnification and advancement of expenses, including expenses
incurred in seeking court ordered indemnification or advancement of expenses, if
the court determines that:

      (a)   The executive is entitled to indemnification or advancement of
expenses, or both, under this Section; or

      (b) The executive is fairly and reasonably entitled to indemnification or
advancement of expenses, or both, in view of all the relevant circumstances,
regardless of whether such person met any applicable standards of conduct set
forth in this Section.

      Section 10. Partial Indemnity, etc. If an executive is entitled under any
provisions of this Bylaw to indemnification by the corporation for some or a
portion of the expenses, judgments, fines, penalties, excise taxes and amounts
paid or to be paid in settlement of a proceeding, but not, however, for all of
the total amount therefor, the corporation shall nevertheless indemnify such
person for the portion thereof to which he is entitled. In connection with any
determination by the Board of Directors or arbitration that an executive is not
entitled to be indemnified hereunder, the burden shall be on the corporation to
establish that he is not so entitled.

      Section 11. Other Rights and Remedies. Indemnification and advancement of
expenses provided by this Section: (a) shall not be deemed exclusive of any
other rights to which an executive seeking indemnification may be entitled under
any statute, Bylaw, agreement, vote of shareholders or disinterested Directors
or otherwise, both as to action in his official capacity and as to action in any
other capacity while holding such office; (b) shall continue as to a person who
has ceased to be an executive; and (c) shall inure to the benefit of the heirs,
executors and administrators of such a person. It is the intent of this Bylaw to
provide the maximum indemnification possible under applicable law. To the extent
applicable law or the articles of incorporation of the corporation, as in effect
on the date hereof or at any time in the future, permit greater indemnification
than is provided for in this Bylaw, the executive shall enjoy by this Bylaw the
greater benefits so afforded by such law or provision of the articles of
incorporation, and this bylaw and the exceptions to indemnification set forth
herein, to the extent applicable, shall be deemed amended without any further
action by the corporation to grant such greater benefits. All rights to
indemnification under this Section shall be deemed to be provided by a contract
between the corporation and the executive who serves in such capacity at any
time while these Bylaws and other relevant provisions of the Florida Business
Corporation Act and other applicable law, if any, are in effect. Any repeal or
modification thereof shall not affect any rights or obligations then existing.


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      Section 12. Insurance. By resolution passed by the Board of Directors, the
corporation may purchase and maintain insurance on behalf of any person who is
or was an executive against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability
under this Section.

      Section 13. Certain Reductions in Indemnity. The corporation's
indemnification of any executive shall be reduced by any amounts which such
person may collect as indemnification:(a) under any policy of insurance
purchased and maintained on his behalf by the corporation, or (b) from any other
corporation, partnership, joint venture, trust or other enterprise for whom the
executive has served at the request of the corporation.

      Section 14. Notification to Shareholders. If any expenses or other amounts
are paid by way of indemnification other than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall, not later than the time of delivery to the
shareholders of written notice of the next annual meeting of shareholders,
unless such meeting is held within 3 months from the date of such payment, and,
in any event, within 15 months from the date of such payment, deliver either
personally or by mail to each shareholder of record at the time entitled to vote
for the election of Directors a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.

      Section 15. Constituent Corporations. For the purposes of this Section,
references to the "corporation" shall include, in addition to any resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any executive of
such a constituent corporation shall stand in the same position under the
provisions of this Section with respect to the resulting or surviving
corporation as he would if its separate existence had contained.

      Section 16. Savings Clause. If this Section or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each executive as to liability with
respect to any proceeding, whether internal or external, including a grand jury
proceeding or an action or suit brought by or in the right of the corporation,
to the full extent permitted by any applicable portion of this Section that
shall not have been invalidated, or by any applicable provision of Florida law.

      Section 17. Effective Date. The provisions of this Section shall be
applicable to all proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after its adoption.

                             ARTICLE VIII. AMENDMENT

      These Bylaws may be repealed or amended, and new Bylaws may be adopted, by
either the Board of Directors or the Shareholders, but the Board of Directors
may not amend or repeal any Bylaw adopted by Shareholders if the Shareholders
specifically provide such Bylaw not subject to amendment or repeal by the
Directors.



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