BYLAWS

                                       OF

                    SMALL COMMERCIAL PROPERTIES CORPORATION I











                       Effective As Of: September 9, 1997



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                                     BYLAWS

                                       OF

                    SMALL COMMERCIAL PROPERTIES CORPORATION I

                                    ARTICLE I

                                  SHAREHOLDERS

         SECTION 1.1 ANNUAL MEETING. Except as otherwise provided in Section 1.9
of these Bylaws, an annual meeting of shareholders of the Corporation for the
election of directors and for the transaction of any proper business shall be
held each year on such date and at such time and place within or without the
State of Florida as may be fixed at any time and from time to time by the Board
of Directors.

         SECTION 1.2 SPECIAL MEETINGS. A special meeting of shareholders of the
Corporation entitled to vote on any business to be considered at any such
meeting may be called by the Chairman of the Board or the President and Chief
Executive Officer, and shall be called by the Chairman of the Board, the
President and Chief Executive Officer or the Secretary when directed to do so by
resolution of the Board of Directors or at the written request of shareholders
holding at least 10% of the Corporation's stock entitled to vote at such
meeting. Any such request shall state the purpose or purposes of the proposed
meeting.

         SECTION 1.3 NOTICE OF MEETINGS. Notice of the date, time and place of
each annual and special shareholders' meeting, and in the case of a special
meeting, the purpose(s) for which the special meeting is called, shall be
provided to each shareholder entitled to vote thereat by the President and Chief
Executive Officer, the Secretary or a person calling the meeting no fewer than
ten (10) or more than 60 days before the meeting date and may be communicated
orally or in writing and in person or by telegraph, teletype, telecopy or other
form of electronic communication or by mailing the same, first-class mail
postage prepaid to the shareholder's address as it appears on the stock transfer
books of the Corporation, no fewer that ten (10) days before the meeting date;
provided, that notice of a regular or special shareholder's meeting need not be
provided to a shareholder who signs a written waiver of notice either before or
after the meeting and delivers such signed written notice to the Corporation for
inclusion in the minutes or filing with the records of the Corporation; provided
further, that attendance of a shareholder at a meeting shall constitute his or
her waiver of any objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting, or a waiver of
objection to consideration of a particular matter at the meeting that is not
within the purpose(s) described in the meeting notice, unless the shareholder

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objects to considering the matter when it is presented. Neither the business to
be transacted at nor the purpose of any regular or special shareholders' meeting
must be specified in the notice of any regular shareholders' meeting or in the
waiver of notice of any regular or special shareholders' meeting.

         When a meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time and place
is announced at the meeting before the adjournment is taken, and any business
may be transacted at the adjourned meeting that might have been transacted at
the original meeting. If, however, the adjournment is for more than 120 days or
a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each shareholder who is entitled to notice of the
meeting as of the new record date.

         SECTION 1.4 QUORUM. Except as otherwise provided by the Articles of
Incorporation or by law, at any shareholders' meeting a majority of the shares
of stock entitled to vote thereat, either present or represented by proxy, shall
constitute a quorum for the transaction of any business, but the shareholders
present, although less than a quorum, may adjourn the meeting to another time or
place and, except as provided in the last paragraph of Section 1.3 of these
Bylaws, notice need not be given of the adjourned meeting.

         SECTION 1.5 VOTING. Whenever directors are to be elected at a meeting,
they shall be elected by a plurality of the votes by the shares entitled to vote
in the election. Whenever any corporate action, other than the election of
directors, is to be taken by vote of shareholders at a meeting, it shall, except
as otherwise required by the Articles of Incorporation or by law, be approved if
the votes cast by the holders of the shares represented at the meeting and
entitled to vote on the subject matter favoring the action exceed the votes cast
opposing the action.

         Except as otherwise provided by the Articles of Incorporation or by
law, each outstanding share of stock of the Corporation on the record date is
entitled to one (1) vote on each matter submitted to a vote at any meeting of
shareholders.

         Upon the demand of any shareholder entitled to vote, the vote for
directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be at the discretion of the presiding officer at the meeting.

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         SECTION 1.6 PRESIDING OFFICER AND SECRETARY. At every meeting of
shareholders, the Chairman of the Board, or in his or her absence (or if there
be none), the President and Chief Executive Officer, or in his or her absence, a
Managing Director, or, if none be present, the appointee of the meeting, shall
preside. The Secretary, or in his or her absence, an Assistant Secretary, or if
none be present, the appointee of the presiding officer of the meeting, shall
act as secretary of the meeting.

         SECTION 1.7 PROXIES. A shareholder entitled to vote at any
shareholders' meeting or any adjournment thereof may vote in person or by proxy
executed in writing and signed by the shareholder or the shareholder's
attorney-in-fact. The appointment of proxy will be effective when received by
the Secretary or other officer or agent authorized to tabulate votes. No proxy
shall be valid more than eleven (11) months after the date of its execution
unless a longer term is expressly provided therein.

         SECTION 1.8 LIST OF SHAREHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of shareholders, a complete list of the shareholders
entitled to notice of the meeting, arranged in alphabetical order, and showing
the address and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder during regular
business hours, and at his or her own expense, for a period of at least ten (10)
days prior to the meeting at the Corporation's principal office, at the office
of the Corporation's transfer agent or registrar or at a place identified in the
meeting notice which is within the city where the meeting is to be held. The
list shall also be made available at the meeting and may be inspected by any
shareholder at any time at the meeting or any adjournment thereof.

         The stock ledger shall be the only evidence as to who are the
shareholders entitled to examine the stock ledger, the list required by this
Section 1.8 or the books of the Corporation or to vote in person or by proxy at
any shareholders' meeting.

         SECTION 1.9 WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Except
as otherwise provided by the Articles of Incorporation or by law, any action
required or permitted by statute to be taken at any annual or special meeting of
shareholders of the Corporation 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 dated and signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Any such written consent may be given by one or any number of

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substantially concurrent written instruments of substantially similar tenor
dated and signed by such shareholders, in person or by attorney or proxy duly
appointed in writing, and filed with the Secretary or an Assistant Secretary of
the Corporation. Within ten (10) days after obtaining such authorization by
written consent, notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on such action.
The notice shall fairly summarize the material features of the authorized
action. If the action creates dissenters' rights, the notice shall contain a
clear statement of the right of dissenting shareholders to be paid the fair
value of their shares upon compliance with and as provided for by the Florida
Business Corporation Act.

                                   ARTICLE II

                                    DIRECTORS

         SECTION 2.1 NUMBER OF DIRECTORS. The Board of Directors shall consist
of not less than one (1) director and not more than seven (7) directors, with
the exact number to be fixed at any time and from time to time by a resolution
of the Board of Directors or by a majority of shares outstanding and entitled to
vote in the election of directors, except that no decrease in the number of
directors shall shorten the term of any incumbent director unless such incumbent
director is specifically removed pursuant to Section 2.5 of these Bylaws at the
time of such decrease.

         SECTION 2.2 ELECTION AND TERM OF DIRECTORS. Directors shall be elected
annually by a vote of the shares outstanding and entitled to vote thereon. If
the annual election of directors is not held on the date designated therefor,
the directors shall cause such election to be held as soon thereafter as
convenient. Each director shall hold office from the time of his election and
qualification until his successor is elected and qualified or until his earlier
resignation or removal.

         SECTION 2.3 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as
otherwise provided by the Articles of Incorporation or by law, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by the affirmative vote of a majority of the
remaining directors, although less than a quorum, by a sole remaining director
or by the shareholders.

         SECTION 2.4 RESIGNATION. Any director may resign at any time upon
written notice to the Board of Directors, the Chairman of the Board or the
Corporation. Any such resignation shall take effect at the date and time
specified therein or, if the date and time is not specified, upon receipt

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thereof, and the acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation effective.

         SECTION. 2.5 REMOVAL. Any or all of the directors may be removed at any
time, with or without cause, by a vote of the shares outstanding and entitled to
vote in the election of directors, taken at a meeting or by written consent, if
the number of votes cast to remove such director or directors exceeds the number
of votes cast not to remove such director or directors.

         SECTION 2.6 MEETINGS. Meetings of the Board of Directors, regular or
special, shall be held at the principal place of business of the Corporation or
at another place designated by the person or persons giving notice or otherwise
calling the meeting. Members of the Board of Directors, or of any committee
designated by the Board, may participate in a meeting of such Board or committee
by means of conference telephone or similar communications equipment by which
all directors participating in the meeting may simultaneously hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting. The Board of Directors may fix dates, times and places for
regular meetings of the Board of Directors, and no notice of the date, time and
place of such meetings need be given. A special meeting of the Board of
Directors shall be held whenever called by the Chairman of the Board, if any, or
by the President and Chief Executive Officer at such date, time and place as
shall be specified in the notice or waiver thereof, and notice of the date, time
and place of each special meeting shall be provided to each director by the
Secretary or by a person calling the meeting and may be communicated orally or
in writing and in person or by telegraph, teletype, telecopy or other form of
electronic communication not later than the day before the meeting or by mailing
the same, postage prepaid, not later than the second day before the meeting;
provided, that notice of a meeting of the Board of Directors need not be given
to a director who signs a waiver of notice either before or after the meeting;
provided further, that attendance of a director at a meeting shall constitute a
waiver of notice of that meeting and a waiver of all objections to the date,
time and place of the meeting and the manner in which it was called or convened,
except when a 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. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors must be specified in the notice or waiver of notice of such
meeting.

         SECTION 2.7 QUORUM AND VOTING. A majority of the number of directors
prescribed as constituting the Board of Directors pursuant to Section 2.1 of
these Bylaws shall constitute a quorum for the transaction of business but, if

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there be less than a quorum at any meeting of the Board of Directors, a majority
of the directors present may adjourn the meeting to another time and place, and
no further notice thereof need be given other than announcement to that effect
at the meeting which shall be so adjourned. Except as otherwise provided by the
Articles of Incorporation or by law, the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the Board of Directors.

         SECTION 2.8 WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING. Any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or of such committee, as the case may be, consent thereto in one
(1) or more writings which is (are) filed with the Secretary or an Assistant
Secretary of the Corporation.

         SECTION 2.9 COMPENSATION. Directors may receive compensation for
services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed at any time and from time to
time by the Board of Directors.

         SECTION 2.10 COMMITTEES. The Board of Directors may from time to time,
by resolution adopted by the Board, designate from among its members one (1) or
more committees, each consisting of two (2) or more directors of the Corporation
designated by the Board as members of such committee plus one (1) or more
directors designated by the Board as alternate members of such committee who may
act in place and stead and replace any absent or disqualified member at any
meeting of such committee. The resolution of the Board of Directors may, in
addition or alternatively, provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Except as
otherwise provided by the Articles of Incorporation or by law, any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation,
including authorizing the seal of the Corporation to be affixed to all papers
which may require it. Except as otherwise provided by the Articles of
Incorporation or by law, any such committee may adopt rules governing the method
of calling and the date, time and place of holding its meetings. Unless
otherwise provided by the Board of Directors, a majority of any such committee
shall constitute a quorum for the transaction of business, and the vote of a

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majority of the members of such committee present at a meeting at which a quorum
is present shall be the act of such committee. Each such committee shall keep a
record of its acts and proceedings and shall report thereon to the Board of
Directors whenever requested to do so. Any or all members of any such committee
may be removed, with or without cause, by resolution adopted by a majority of
the Board of Directors.

                                   ARTICLE III

                         OFFICERS, AGENTS AND EMPLOYEES

         SECTION 3.1 APPOINTMENT AND TERM OF OFFICE. The officers of the
Corporation shall include a Chairman of the Board, a President and Chief
Executive Officer, a Treasurer and a Secretary and may include one or more
Managing Directors, Senior Vice Presidents, Vice Presidents, Assistant
Treasurers and Assistant Secretaries. All such officers shall be appointed by
the Board of Directors or by a duly authorized committee thereof. Any number of
such offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity. Except as may be
prescribed otherwise by the Board of Directors or a committee thereof in a
particular case, all such officers shall hold their offices at the pleasure of
the Board of Directors for an unlimited term and need not be reappointed
annually or at any other periodic interval. The Board of Directors may appoint,
and may delegate power to appoint, such other officers (including Assistant
Secretaries and Assistant Treasurers) and agents as it may deem necessary or
proper, and such officers shall hold their offices or positions for such terms,
have such authority and perform such duties as may at any time and from time to
time be determined by or pursuant to authorization of the Board of Directors.

         SECTION 3.2 RESIGNATION AND REMOVAL. Any officer may resign at any time
by delivering written notice to the Secretary of the Corporation. Any officer,
agent or employee of the Corporation may be removed by the Board of Directors,
or by a duly authorized committee thereof, with or without cause, at any time.
The Board of Directors or a duly authorized committee thereof may delegate such
power of removal as to officers, agents and employees who were not appointed by
the Board of Directors or such a committee.

         SECTION 3.3 COMPENSATION AND BOND. The compensation of the officers of
the Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his control. The
Corporation may secure the fidelity of any or all of its officers, agents or
employees by bond or otherwise.

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         SECTION 3.4 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board of Directors and the shareholders. The
Chairman of the Board shall have such other powers and perform such other duties
as are prescribed by these Bylaws and as usually pertain to such office and as
may be assigned to him or her at any time or from time to time by the Board of
Directors.

         SECTION 3.5 PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President and
Chief Executive Officer shall be the chief executive officer of the Corporation
and shall have the responsibility for carrying out the policies of the Board of
Directors, subject to the direction of the Board, and shall have general
supervision over the business and affairs of the Corporation. In the absence of
the Chairman of the Board, the President and Chief Executive Officer shall
preside at meetings of the Board of Directors and the shareholders. The
President and Chief Executive Officer may employ and discharge employees and
agents of the Corporation, except as otherwise prescribed by the Board of
Directors, and may delegate those powers. The President and Chief Executive
Officer may vote the stock or other securities of any other domestic or foreign
corporation of any type or kind which may at any time be owned by the
Corporation, may execute any shareholders' or other consents in respect thereof
and may in his or her discretion delegate such powers by executing proxies, or
otherwise, on behalf of the Corporation. The Board of Directors by resolution
from time to time may confer like powers upon any other person or persons. The
President and Chief Executive Officer shall have such other powers and perform
such other duties as are prescribed by these Bylaws and as usually pertain to
such office and as may be assigned to him or her at any time or from time to
time by the Board of Directors.

         SECTION 3.6 MANAGING DIRECTORS. Each Managing Director shall have such
powers and perform such duties as the Board of Directors or the President and
Chief Executive Officer may from time to time prescribe. In the absence or
inability to act of the President and Chief Executive Officer, unless the Board
of Directors shall otherwise provide, the Managing Director who has served in
that capacity for the longest time and who shall be present and able to act,
shall perform all the duties and may exercise any of the powers of the President
and Chief Executive Officer. The performance of any duty by a Managing Director
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act.

         SECTION 3.7 SENIOR VICE PRESIDENTS. Each Senior Vice shall have such
powers and perform such duties as the Board of Directors or the President and
Chief Executive Officer may from time to time prescribe. The performance of any

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duty by a Senior Vice President shall, in respect of any other person dealing
with the Corporation, be conclusive evidence of his or her power to act.

         SECTION 3.8 VICE PRESIDENTS. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the President and Chief
Executive Officer may from time to time prescribe. The performance of any duty
by a Vice President shall, in respect of any other person dealing with the
Corporation, be conclusive evidence of his or her power to act.

         SECTION 3.9 TREASURER. The Treasurer shall have charge of all funds and
securities of the Corporation, shall endorse the same for deposit or collection
when necessary and deposit the same to the credit of the Corporation in such
banks or depositories as the Board of Directors may authorize. He may endorse
all commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He shall have all such further powers and duties as generally are
incident to the position of Treasurer or as the Board of Directors or the
President and Chief Executive Officer may from time to time prescribe.

         SECTION 3.10 ASSISTANT TREASURERS. In the absence or inability to act
of the Treasurer, any Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer. The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act. An Assistant Treasurer shall
also perform such other duties as the Treasurer, the Board of Directors or the
President and Chief Executive Officer may from time to time prescribe.

         SECTION 3.11 SECRETARY. The Secretary shall record all the proceedings
of the meetings of the shareholders and directors in a book to be kept for that
purpose and shall also record therein all action taken by written consent of the
shareholders or directors in lieu of a meeting. He or she shall attend to the
giving and serving of all notices of the Corporation and authenticating all
records of the Corporation. The Secretary shall have custody of the seal of the
Corporation and shall attest the same by his or her signature whenever required.
The Secretary shall have charge of the stock ledger and such other books and
papers as the Board of Directors may direct, but he or she may delegate
responsibility for maintaining the stock ledger to any transfer agent appointed
by the Board of Directors. He or she shall have all such further powers and
duties as generally are incident to the position of Secretary or as may be
assigned to him by the Board of Directors or the President and Chief Executive
Officer.

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         SECTION 3.12 ASSISTANT SECRETARIES. In the absence or inability to act
of the Secretary, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act. An Assistant Secretary shall
also perform such other duties as the Secretary, the Board of Directors or the
President and Chief Executive Officer may from time to time prescribe.

         SECTION 3.13 DELEGATION OF DUTIES. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or upon
any director.

         SECTION 3.14 LOANS TO OFFICERS, DIRECTORS AND EMPLOYEES; GUARANTY OF
OBLIGATIONS OF OFFICERS, DIRECTORS AND EMPLOYEES. The Corporation may lend money
to, guarantee any obligation of, or otherwise assist any officer, director or
employee of the Corporation or any subsidiary, whenever, in the judgment of the
Board of Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the Corporation. The loan, guaranty or other assistance may be with
or without interest and may be unsecured or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.

                                   ARTICLE IV

                                 INDEMNIFICATION

         SECTION 4.1 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. Any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any 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, shall be indemnified by the
Corporation, if, as and to the extent authorized by applicable law, against
expenses (including attorneys' fees), judgments, liabilities, fines, costs and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such proceeding, including the defense, settlement or approval
of such proceeding. The indemnification expressly provided by applicable law and
by these Bylaws in a specific case shall not be deemed exclusive of any other

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rights to which any person indemnified may be entitled under any lawful
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and 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 4.2 INSURANCE. The Corporation may purchase and maintain
insurance, at its expense, to protect itself or any of its directors, officers,
employees, agents or other persons described in Section 4.1 of these Bylaws
against expenses (including attorneys' fees), judgments, liabilities, fines,
costs and amounts paid in settlement, whether or not the Corporation would have
the legal power to indemnify them directly against such liability.

         SECTION 4.3 SAVINGS CLAUSE. If this Article or any portion of it is
invalidated on any ground by a court of competent jurisdiction, the Corporation
nevertheless shall indemnify each person described in Section 4.1 of these
Bylaws to the fullest extent permitted by all portions of this Article IV that
shall not have been invalidated and to the fullest extent permitted by law.

                                    ARTICLE V

                                      STOCK

         SECTION 5.1 CERTIFICATES. The Board of Directors may authorize the
issuance of some or all of the Corporation's shares of stock of any or all
classes or series with or without certificates. Certificates for stock of the
Corporation shall be in such form as shall be approved by the Board of Directors
and shall be signed in the name of the Corporation by the Chairman of the Board,
the President and Chief Executive Officer or a Managing Director and by the
Treasurer, Assistant Treasurer, Secretary or an Assistant Secretary. Such
certificates may be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures on a certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

         SECTION 5.2 REGISTERED SHAREHOLDERS. No certificate shall be issued for
any share until the share is fully paid. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as

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otherwise provided by law, shall not be bound to recognize any equitable or
other claim to or interest in the shares.

         SECTION 5.3 TRANSFERS OF STOCK. Transfers of shares shall be made only
upon the books of the Corporation by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for such stock
properly endorsed. The Board of Directors shall have the power to make all such
rules and regulations, not inconsistent with applicable law, the Articles of
Incorporation or these Bylaws, as the Board of Directors may deem appropriate
concerning the issue, transfer and registration of certificates for stock of the
Corporation. The Board may appoint one or more transfer agents or registrars of
transfers, or both, and may require all stock certificates to bear the signature
of either or both.

         SECTION 5.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new stock certificate in the place of any certificate therefore issued
by it which is subsequently alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate. In addition, the Board
of Directors may require such owner to satisfy such other reasonable
requirements as it deems appropriate.

         SECTION 5.5 SHAREHOLDER RECORD DATE. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, to demand a special meeting, to consent
to corporate action in writing without a meeting, to receive payment of any
dividend or other distribution or allotment of any rights, to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date which shall not precede the date upon which the Board of Directors
adopts the resolution fixing such record date nor be more than 70 days before
the date of such meeting or other action requiring such shareholder
determination. Only such shareholders as shall be shareholders of record on the
date so fixed shall be entitled to notice of and to vote at such meeting or any
adjournment thereof, to demand a special meeting, to give such consent, to
receive payment of such dividend or other distribution or allotment of any such
rights, to exercise such rights in respect of any such change, conversion or
exchange of stock or to participate in such action, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date so fixed.

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         If no record date is fixed by the Board of Directors, the record date
for determining shareholders (i) entitled to notice of or to vote at a meeting
of shareholders or any adjournment thereof shall be at the close of business on
the day preceding the date on which notice is first given to shareholders or, if
notice is waived by all shareholders entitled to vote at the meeting, at the
close of business on the day preceding the date on which the meeting is held,
(ii) entitled to demand a special meeting is the date the first shareholder
delivers his/her demand to the Corporation, (iii) to express consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be at the close of business on the day on which
the first signed written consent is delivered to the Corporation as provided in
Section 1.9 of these Bylaws, and (iv) the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting and shall do so if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

                                   ARTICLE VI

                                      SEAL

         The seal of the Corporation shall be circular in form and shall bear,
in addition to any other emblem or device approved by the Board of Directors,
the words "Corporate Seal". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or in any other manner reproduced.

                                   ARTICLE VII

                           CHECKS, NOTES, DRAFTS, ETC.

         Checks, notes, drafts, acceptances, bills of exchange and other orders
or obligations for the payment of money shall be signed by such officer or
officers or person or persons as the Board of Directors or a duly authorized
committee thereof may from time to time designate.

                                   ARTICLE IX

                                    AMENDMENT

         Except as otherwise provided by the Articles of Incorporation or by
law, these Bylaws or any of them may be altered, amended or repealed, and new
Bylaws may be adopted, by either the Board of Directors or the shareholders.


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