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                                                                    Exhibit 3.02

                                     BY-LAWS
                                       OF
                               NIMBUS GROUP, INC.

                                    ARTICLE I
                                     OFFICES

SECTION 1. REGISTERED OFFICE. The initial registered office of Nimbus Group,
Inc., a Florida corporation (the "Corporation"), shall be located at 5555
Anglers Avenue, Suite 16, Fort Lauderdale, FL 33312.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other
places, either within or without the State of Florida, as the Board of Directors
of the Corporation (the "Board of Directors") may from time to time determine or
as the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETINGS. All annual meetings of the shareholders of the
corporation for the election of directors and for such other business as may
properly come before the meeting shall be held (i) on the fourth Friday of May
of each calendar year at 10:00 a.m., Eastern time, or on such other date or at
such other time as may be fixed, from time to time, by the Board of Directors,
and (ii) at such place, within or without the State of Florida, as may be
designated by or on behalf of the Board of Directors and stated in the notice of
meeting or in a duly executed waiver of notice thereof.

SECTION 2. SPECIAL MEETINGS. Except as otherwise required by law and subject to
the rights of the holders of the Preferred Stock, special meetings of
shareholders of the Corporation may be called only by (i) the Board pursuant to
a resolution approved by a majority of the entire Board, (ii) the Corporation's
Chief Executive Officer or (iii) the holders of at least one-third of the
outstanding shares of capital stock of the Corporation. Special meetings of
shareholders may be held at such time and date, and at such place, within or
without the State of Florida, as shall be designated by the Board of Directors
and set forth in the notice of meeting required pursuant to Section 3 of this
Article. Notwithstanding anything contained in these Bylaws to the contrary,
this Article II, Section 2 shall not be altered, amended or repealed except by
an affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote at a shareholders' meeting duly called
for such purpose. Only such business as is set forth in the notice of a special
meeting may be transacted at such Special Meeting

SECTION 3. NOTICE. A written notice of each meeting of shareholders shall be
given to each shareholder entitled to vote at the meeting, at the address as it
appears on the stock transfer records of the Corporation, not less than ten (10)
nor more than sixty (60) days before the date of


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the meeting, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting. The notice so given shall state the
date, time and place of the meeting and, in the case of a special shareholders'
meeting, the purpose or purposes for which the meeting is called.

SECTION 4. WAIVER OF NOTICE. Shareholders may waive notice of any meeting before
or after the date and time specified in the written notice of meeting. Any such
waiver of notice must be in writing, be signed by the shareholder entitled to
the notice and be delivered to the Corporation for inclusion in the appropriate
corporate records. Neither the business to be transacted at, nor the purpose of,
any shareholders' meeting need be specified in any written waiver of notice.
Attendance of a person at a shareholders' meeting shall constitute a waiver of
notice of such meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.

SECTION 5. RECORD DATE. For the purpose of determining shareholders entitled to
notice of or to vote at a shareholders' meeting, to demand a special meeting, to
act by written consent or to take any other action, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70) days nor,
in the case of a shareholders' meeting, less than ten (10) 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 shareholders' meeting, then the record
date for such shall be the close of business on the day before the first notice
is delivered to shareholders.

SECTION 6. QUORUM. A majority of the shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for action on that
matter at a meeting of shareholders. If a quorum is not present or represented
at a meeting of shareholders, the holders of a majority of the shares
represented, and who would be entitled to vote at a meeting if a quorum were
present, may adjourn the meeting from time to time. The shareholders present at
a duly organized meeting may continue to transact business notwithstanding the
withdrawal of some shareholders prior to adjournment, but in no event shall a
quorum consist of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting.

SECTION 7. VOTING. If a quorum is present, action on a matter, other than the
election of directors, shall be approved if the votes cast by the shareholders
represented at the meeting and entitled to vote on the subject matter favoring
the action exceeds the votes cast opposing the action, unless a greater number
of affirmative votes or voting by classes is required by Florida law or by the
Articles of Incorporation. Directors shall be elected by plurality vote in
accordance with Article III, Section 3 of these Bylaws. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided under the Articles of Incorporation (or
any resolution authorizing any class or series of Preferred Stock) or under
Florida law.

SECTION 8. PROXIES. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his




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attorney-in-fact. An appointment of proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes.

SECTION 9. NO SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the shareholders of the Corporation shall be taken at a
duly called annual or special meeting of such holders and may not be taken by
any consent in writing by such holders. Notwithstanding anything contained in
these Bylaws to the contrary, this Article II, Section 9 shall not be altered,
amended or repealed except by an affirmative vote of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote at a
shareholders' meeting duly called for such purpose.

SECTION 10. ADVANCE NOTICE OF SHAREHOLDER PROPOSED BUSINESS AT ANNUAL MEETING.
At an annual meeting of the shareholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy (70)
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the tenth (10th) day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the shareholder, and (iv) any material interest
of the shareholder in such business.

         Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article II, Section 10; provided, however, that
nothing in this Article II, Section 10 shall be deemed to preclude discussion by
any shareholder of any business properly brought before the annual meeting in
accordance with said procedure.

         The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Article II, Section
10, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.




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         Notwithstanding anything contained in the Bylaws to the contrary, this
Article II, Section 10 shall not be altered, amended or repealed except by an
affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote thereon.

                                   ARTICLE III
                                    DIRECTORS

SECTION 1. POWERS. 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, the Board of Directors. Directors must be individuals
who are at least 18 years of age but need not be residents of Florida or
shareholders of the Corporation.

SECTION 2. COMPENSATION. Directors of the Corporation who also serve as officers
or members of management ("employee directors") shall serve as directors without
compensation. Non-employee directors of the Corporation shall be entitled to
receive such compensation and benefits as is from time to time determined by the
Board. The employee directors may be paid their expenses, if any, and the
non-employee directors may be paid a fee and expenses, if any, of attendance at
each meeting of the Board of Directors or of any committee. No such payments
shall preclude any director from serving in any other capacity and receiving
compensation therefor.

SECTION 3. NUMBER, ELECTION & TERM. The Corporation's Board shall consist of not
less than three nor more than twelve members, with the exact number to be fixed
from time to time in accordance with a resolution adopted by a majority of the
entire Board. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. The Board shall be divided into
three classes. The number of directors elected to each class shall be as nearly
equal in number as possible. Each director in the first class shall be elected
to an initial term expiring at the next ensuing annual meeting of shareholders,
each director in the second class shall be elected to an initial term expiring
at the annual meeting of shareholders held one year thereafter and each director
in the third class shall be elected to an initial term expiring at the annual
meeting of shareholders held one year thereafter, in each case until his or her
successor is duly elected and qualified or until his or her earlier resignation,
death, incapacity or removal from office. The Corporation will use its best
efforts to have an uneven number of directors on the Corporation's Board after
the third class of directors is elected. Upon the expiration of the initial
terms of office for each class of directors, the successor directors of each
class shall be elected for a full term of three years, to serve until their
successors are duly elected and qualified or until their earlier resignation,
death, incapacity or removal from office. The Board shall apportion any increase
or decrease in the number of directors among the classes as nearly equal in
number as possible.

SECTION 4. VACANCIES. Whenever any vacancy on the Board shall occur due to
death, resignation, retirement, disqualification, removal, increase in the
number of directors, or otherwise, a majority of the remaining directors in
office, although less than a quorum of the Board, may fill the vacancy for the
balance of the unexpired term, at which time a successor or successors shall be
duly elected by the shareholders and qualified. Notwithstanding the



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provisions of any other Article hereof, only the remaining directors of the
Corporation shall have the authority, in accordance with the procedure stated
herein, to fill any vacancy that arises on the Board.

SECTION 5. REMOVAL OF DIRECTORS. A director may be removed from office prior to
the expiration of his or her term: (i) only for cause; and (ii) only upon the
affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote for the election of directors.

SECTION 6. QUORUM AND VOTING. A majority of the number of directors fixed by or
in accordance with these Bylaws shall constitute a quorum for the transaction of
business at any meeting of directors. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the directors present shall be the
act of the Board of Directors.

SECTION 7. DEEMED ASSENT. A director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless (i) the director
objects at the beginning of the meeting (or promptly upon his arrival) to the
holding of the meeting or transacting specified business at the meeting, or (ii)
the director votes against or abstains from the action taken.

SECTION 8. 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, a compensation committee, an audit committee and one or
more other committees each of which must have at least two members and, to the
extent provided in the designating resolution, shall have and may exercise all
the authority of the Board of Directors, except such authority as may be
reserved to the Board of Directors under Florida law.

                  (a) EXECUTIVE COMMITTEE. The Board of Directors by resolution
may designate one or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation, except where action of the Board of
Directors is required by statute.

                  (b) OTHER COMMITTEES. The Board of Directors may by resolution
create other committees for such terms and with such powers and duties as the
board shall deem appropriate.

                  (c) ORGANIZATION OF COMMITTEES. The chairman of all committees
of the Board of Directors shall be chosen by the members thereof. Each committee
shall elect a secretary, who shall be either a member of the committee or the
secretary of the Company. The chairman of each committee shall preside at all
meetings of such committee.

                  (d) MEETINGS. Regular meetings of each committee may be held
without the giving of notice if a day of the week, a time, and a place shall
have been established by the committee for such meetings. Special meetings (and,
if the requirements of the preceding



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sentence have not been met, regular meetings) shall be called as provided in
Section 9 with respect to notices of special meetings of the Board of Directors.

                  (e) QUORUM AND MANNER OF ACTING. A majority of the members of
each committee shall be present either in person or by telephone, radio,
television, or similar means of communication, at each meeting of such committee
in order to constitute a quorum for the transaction of business. The act of a
majority of the members so present at a meeting at which a quorum is present
shall be the act of such committee. The members of each committee shall act only
as a committee, and shall have no power or authority, as such, by virtue of
their membership on the committee.

                  (f) ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken by any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the committee.

                  (g) RECORD OF COMMITTEE ACTION; REPORTS. Each committee shall
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record shall include the date, time
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee shall be reported to the
Board of Directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Corporation's business and affairs since the last meeting of the board.

                  (h) REMOVAL. Any member of any committee may be removed from
such committee, either with or without cause, at any time by resolution adopted
by a majority of the whole Board of Directors at any meeting of the board.

                  (i) VACANCIES. Any vacancy in any committee shall be filled by
the Board of Directors in the manner prescribed by these Bylaws.

SECTION 9. MEETINGS. Regular and special meetings of the Board of Directors
shall be held at the principal place of business of the Corporation or at any
other place, within or without the State of Florida, designated by the person or
persons entitled to give notice of or otherwise call the meeting. Meetings of
the Board of Directors may be called by the President or by any two directors.

         Members of the Board of Directors (and any committee of the Board) may
participate in a meeting of the Board (or any committee of the Board) by means
of a conference telephone or similar communications equipment through which all
persons participating may simultaneously hear each other during the meeting;
participation by these means constitutes presence in person at the meeting.

SECTION 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors may
be held without notice of the date, time, place or purpose of the meeting, so
long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the



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Board of Directors must be preceded by at least two (2) days' written notice of
the date, time and place of the meeting. The notice need not describe either the
business to be transacted at or the purpose of the special meeting.

SECTION 11. WAIVER OF NOTICE. 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. Attendance of a director at a meeting shall constitute a waiver of
notice of that meeting and a waiver of any and all objections to the place of
the meeting, the time of the meeting and the manner in which it has been 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. The waiver of
notice need not describe either the business to be transacted at or the purpose
of the special meeting.

SECTION 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Board of Directors (or a committee of the Board)
may be taken without a meeting if the action is taken by the written consent of
all members of the Board of Directors (or of the committee of the Board). The
action must be evidenced by one or more written consents describing the action
to be taken and signed by each director (or committee member), which consent(s)
shall be filed in the minutes of the proceedings of the Board. The action taken
shall be deemed effective when the last director signs the consent, unless the
consent specifies otherwise.

SECTION 13. SHAREHOLDER NOMINATIONS FOR DIRECTOR CANDIDATES. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders by or at
the direction of the Board of Directors by any nominating committee or person
appointed by the Board of Directors or by any shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Article III, Section 13. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy (70) days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth (10th) day following the date on
which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such shareholder's notice to the
Secretary shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director, (i) the name, age, business
address and residence address of the person, (ii) the principal occupation or
employment of the persons, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the person, (iv) the consent
of each nominee to serve as a director of the Corporation if so elected, and (v)
any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice, (i) the name and record address of shareholder, and (ii) the
class




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and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as director of
the Corporation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.

         The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

SECTION 14. AMENDMENTS. Notwithstanding anything contained in the Bylaws to the
contrary, this Article III shall not be altered, amended or repealed except by
an affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote thereon.

                                   ARTICLE IV
                                    OFFICERS

SECTION 1. ENUMERATION OF OFFICERS. The officers of the Corporation shall
consist of a, President, Secretaries, Chief Financial Officer, Chief Technology
Officer and a Treasurer, and if elected by the Board of Directors by resolution,
a Chairman. Such other officers and assistant officers and agents as may be
deemed necessary or desirable may be appointed by the Board of Directors. Any
two or more offices may be held by the same person.

SECTION 2. DUTIES. The officers of the Corporation shall have the following
duties:

                  THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall
preside at all meetings of the board of directors and shareholders. The Chairman
shall supervise the carrying out of the policies adopted or approved by the
Board of Directors, and shall assist the Board of Directors in formulating,
evaluating, developing and overseeing the implementation of the short- and
long-term goals of the Corporation, subject to the direction and control of the
Board of Directors. The Chairman shall have all powers and perform all duties
commonly incident to the office of chairman of the board of directors. The
Chairman shall also have and may exercise such further powers and duties as from
time to time may be conferred upon, or assigned to, him by the Board of
Directors not inconsistent with these Bylaws. Absent a Board of Director
resolution to the contrary, the Chairman shall be the chief executive officer of
the Corporation.

                  THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President and
Chief Executive Officer of the Corporation, if designated or appointed, shall be
the principal executive officer of the Corporation, with general executive
powers and duties regarding the Corporation, subject to these Bylaws, subject to
the direction of the Chairman and subject to the direction and control of the
Board of Directors. The President and Chief Executive Officer shall have general
and active management of the day-to-day business, operations and affairs of the
Corporation, subject to the direction of the Chairman. The President and Chief
Executive Officer shall report to the



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Chairman and, at meetings of the Board of Directors, to the Board of Directors,
and shall see to it that all properly authorized directions of the Chairman and
all orders and resolutions of the Board of Directors are implemented and carried
into effect. Subject to the foregoing the President and Chief Executive Officer
shall have all powers and perform all duties commonly incident to the office of
chief executive officer of the Corporation. The President and Chief Executive
Officer shall also have and may exercise such further powers and duties as from
time to time may be conferred upon, or assigned to, him by the Board of
Directors not inconsistent with these Bylaws. Absent a Board of Director
resolution to the contrary, the Chairman shall be the chief executive officer of
the Corporation. The President and Chief Executive Officer shall have the
authority, in the name and on behalf of the Corporation, to enter into leases,
contracts and commitments in the ordinary course of the Corporation's business.
In the absence or disability of the Chairman, the Chief Executive Officer shall
preside at meetings of shareholders and, if a director, shall preside at
meetings of the Board of Directors.

         Each VICE PRESIDENT, if any, shall have such powers and perform such
duties as the Board of Directors shall from time to time designate. In the
absence or disability of the President, a Vice President specifically designated
by the vote of the Board of Directors shall have the powers and shall exercise
the duties of the President.

         The SECRETARY shall have custody of and shall maintain all of the
corporate records (except the financial records), shall record the minutes of
all meetings of the shareholders and the Board of Directors, shall authenticate
records of the Corporation, shall send all notices of meetings and shall perform
such other duties as are prescribed by the Board of Directors or the President,
under whose supervision he shall be.

         The CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board, the Chairman of the Board, the
Chief Executive Officer or the President.

         The CHIEF TECHNOLOGY OFFICER. The Chief Technology Officer shall be
responsible for software and web site product development, establishment of
technology standards for the Corporation's products and services, and
development of strategic plans in connection with the establishment, maintenance
and improvement of the Corporation's network infrastructure, as well as
performing such other duties as may be prescribed by the Board, the Chairman of
the Board, the Chief Executive Officer or the President.

         The CHIEF OPERATING OFFICER. The Chief Operating Officer shall be the
chief operating officer of the Corporations, and shall have the primary
responsibility for the management of the operations of the business of the
Corporation.

         The TREASURER shall have custody of all corporate funds, securities and
financial records, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He shall




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disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render an
account of all his transactions as treasurer and of the financial condition of
the Corporation at regular meetings of the Board or when the Board of Directors
so requests. The Treasurer shall also perform such other duties as are
prescribed by the Board of Directors.

         Each ASSISTANT SECRETARY and ASSISTANT TREASURER, if any, shall be
appointed by the Board of Directors and shall have such powers and shall perform
such duties as shall be assigned to them by the Board of Directors.

SECTION 3. RESIGNATION OF OFFICER. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date acceptable to the
Board. If the resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors may fill the pending
vacancy before the effective date provided the Board of Directors provides that
the successor officer does not take office until the future effective date.

SECTION 4. REMOVAL OF OFFICER. The Board of Directors may remove any officer at
any time with or without cause.

SECTION 5. COMPENSATION. The compensation of officers shall be fixed from time
to time at the discretion of the Board of Directors. The Board of Directors may
enter into employment agreements with any officer of the Corporation.


                                    ARTICLE V
                               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 the consideration therefor
has been fully paid.

SECTION 2. FORM. Certificates representing shares in this Corporation shall be
signed by the President and the Secretary of the Corporation, or any other
officer so designated by the Board of Directors.

SECTION 3. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each shareholder who so requests the powers, designations, preferences and
relative, participating, optional, or other



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special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         A written restriction on the transfer or registration of transfer of a
security of the Corporation, if permitted by law and noted conspicuously on the
certificate representing the security may be enforced against the holder of the
restricted security or any successor or transferee of the holder including an
executor, administrator, trustee, guardian or other fiduciary entrusted with
like responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing the security, a restriction, even
though permitted by law, is ineffective except against a person with actual
knowledge of the restriction. If the Corporation issues any shares that are not
registered under the Securities Act of 1933, as amended, and registered or
qualified under the applicable state securities laws, the transfer of any such
shares shall be restricted substantially in accordance with the following
legend:

                  "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED
         FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER
         THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT
         HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF
         COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT
         REQUIRED."

SECTION 4. FACSIMILE SIGNATURES. Any and all signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon such 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
were such officer, transfer agent or registrar at the date of the issue.

SECTION 5. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat
the holder of record of shares as the holder in fact and, except as otherwise
provided by the laws of Florida, shall not be bound to recognize any equitable
or other claim to or interest in the shares.

SECTION 6. TRANSFER OF SHARES. Shares of the Corporation shall be transferred on
its books only after the surrender to the Corporation or the transfer agent of
the share certificates duly endorsed by the holder of record or
attorney-in-fact. If the surrendered certificates are canceled, new certificates
shall be issued to the person entitled to them, and the transaction recorded on
the books of the Corporation.

SECTION 7. LOST, STOLEN OR DESTROYED CERTIFICATES. If a shareholder claims to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon delivery to the Corporation of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board of Directors, upon the deposit of
a bond or other indemnity as the Board reasonably requires.



                                       11
<PAGE>

                                   ARTICLE VI
                                  DISTRIBUTIONS

         The Board of Directors may, in its sole judgment and discretion, from
time to time authorize and declare, and the Corporation may pay, distributions
on its outstanding shares in cash, property or its own shares, unless the
distribution, after giving it effect, would result in (i) the Corporation being
unable to pay its debts as they become due in the usual course of business, or
(ii) a violation of applicable law.

                                   ARTICLE VII
                                CORPORATE RECORDS

         The Corporation shall keep as permanent records minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation. The Corporation shall also maintain
accurate accounting records and a record of its shareholders in a form that
permits preparation of a list of the names and addresses of all shareholders in
alphabetical order by class of shares showing the number and series of shares
held by each.

                                  ARTICLE VIII
                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. INDEMNIFICATION. The Corporation shall, and does hereby, indemnify
and hold harmless to the fullest extent permitted or authorized by current or
future legislation or current or future judicial or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader indemnification rights
than permitted prior to such legislation or decisions), each person (including
here and hereinafter, the heirs, executors, administrators, personal
representatives or estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that such indemnified person (1) is or was a director or officer of the
Corporation or (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation, partnership, joint
venture, trust



                                       12
<PAGE>

or other enterprise, in each case, as to whom the Corporation has agreed in
writing to grant such indemnity. Each director, officer, employee or agent of
the Corporation as to whom indemnification rights have been granted under this
Section 1 of this Article shall be referred to as an "Indemnified Person".

         Notwithstanding the foregoing, except as specified in Section 3 of this
Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation within
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions as the Board of Directors may deem appropriate.

SECTION 2. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and expenses
(including attorneys' fees and expenses) incurred by an officer or director who
is an Indemnified Person in defending a Proceeding shall be paid by the
Corporation, to the fullest extent permitted or authorized by current or future
legislation or current or future judicial or administrative decisions (but, in
the case of any such future legislation or decisions, only to the extent that it
permits the Corporation to provide broader rights to advance costs, charges and
expenses than permitted prior to such legislation or decisions), in advance of
the final disposition of such Proceeding, upon receipt of an undertaking by or
on behalf of the Indemnified Person to repay all amounts so advanced in the
event that it shall ultimately be determined that such person is not entitled to
be indemnified by the Corporation as authorized in this Article. The Corporation
may, upon approval of the Indemnified Person, authorize the Corporation's
counsel to represent such person in any Proceeding, whether or not the
Corporation is a party to such Proceeding. Such authorization may be made by the
Chairman of the Board, unless he is a party to such Proceeding, or by the Board
of Directors by majority vote, including directors who are parties to such
Proceeding.

SECTION 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or advance under
this Article shall be made promptly and in any event within forty-five (45) days
upon the written request of the Indemnified Person. The right to indemnification
or advances as granted by this Article shall be enforceable by the Indemnified
Person in any court of competent jurisdiction, if the Corporation denies such
request under this Article, in whole or in part, or if no disposition thereof is
made within forty-five (45) days. Such Indemnified Person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification or advances, in whole or in part, in any such action shall also
be indemnified by the Corporation. It shall be a defense to any such action that
the claimant has not met the standard of conduct, if any, required by current or
future legislation or by current or future judicial or administrative decisions
for indemnification (but, in the case of any such future legislation or
decisions, only to the extent that it does not impose a more stringent standard
of conduct than permitted prior to such legislation or decision), but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, and its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct, if any, nor the fact that there has been an



                                       13
<PAGE>

actual determination by the Corporation (including its Board of Directors or any
committee thereof, its independent legal counsel, or its shareholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

SECTION 4. RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any agreement, vote of
shareholders or disinterested directors or otherwise, both as to actions in such
person's official capacity and as to actions in another capacity while holding
such office, and shall continue as to an Indemnified Person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, administrators, personal representatives and estate of such
person. All rights to indemnification and advances under this Article shall be
deemed to be a contract between the Corporation and each Indemnified Person who
serves or served in such capacity at any time while this Article is in effect
and, as such, are enforceable against the Corporation. Any repeal or
modification of this Article or any repeal or modification of relevant
provisions of Florida's corporation law or any other applicable laws shall not
in any way diminish these rights to indemnification of or advances to such
Indemnified Person, or the obligations of the Corporation arising hereunder, for
claims relating to matters occurring prior to such repeals or modification.

SECTION 5. INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to 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 the provisions of this Article or the
applicable provisions of Florida law.

SECTION 6. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless, and make advances
to, each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), liabilities, judgments, fines and amounts paid in settlement
with respect to any Proceeding, including any action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated and as otherwise permitted by
applicable law.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 1. CORPORATE SEAL. The corporate seal of the Corporation shall be
circular in form and shall include the name and jurisdiction of incorporation of
the Corporation.

SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall end on December
31 of each calendar year, unless otherwise fixed by resolution of the Board of
Directors.



                                       14
<PAGE>

SECTION 3. CHECKS. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by the President, the Treasurer or such other officer(s) or
agent(s) of the Corporation as shall be determined from time to time by
resolution of the Board of Directors.

                                    ARTICLE X
                                    AMENDMENT

         The Board shall have the power to adopt, amend or repeal the Bylaws or
any part hereof. Certain provisions of the Bylaws, as stated herein, may not be
altered, amended or repealed except by the affirmative vote of at least
two-thirds of the outstanding shares of capital stock of the Corporation
entitled to vote at a shareholders' meeting duly called for such purpose. Except
for such provisions requiring a two-thirds vote to alter, amend or repeal, the
Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by
the shareholders upon the affirmative vote of at least a majority of the
outstanding shares of capital stock of the Corporation entitled to vote at a
shareholders' meeting duly called for such purpose. Notwithstanding anything
contained in these Bylaws to the contrary, this Article X shall not be altered,
amended or repealed except by an affirmative vote of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote at a
shareholders' meeting duly called for such purpose.




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