**BY-LAWS**





**OF**





**GENESIS
      TECHNOLOGY GROUP, INC.**





a
      Florida
      corporation







**INDEX****PAGE****ARTICLE
                  I****Offices**Section
                  1.01
              
              
              Principal
                  Office
              
              
              1Section
                  1.02
              
              
              Registered
                  Office
              
              
              1Section
                  1.03
              
              
              Other
                  Offices
              
              
              1**ARTICLE
                  II****Meetings
                  of Shareholders**Section
                  2.01
              
              
              Annual
                  Meeting
              
              
              1Section
                  2.02
              
              
              Special
                  Meetings
              
              
              1Section
                  2.03
              
              
              Shareholders'
                  List for Meeting
              
              
              2Section
                  2.04
              
              
              Record
                  Date
              
              
              2Section
                  2.05
              
              
              Notice
                  of Meetings and Adjournment
              
              
              3Section
                  2.06
              
              
              Waiver
                  of Notice
              
              
              4**ARTICLE
                  III****Shareholder
                  Voting**Section
                  3.01
              
              
              Voting
                  Group Defined
              
              
              4Section
                  3.02
              
              
              Quorum
                  and Voting Requirements for Voting Groups
              
              
              4Section
                  3.03
              
              
              Action
                  by Single and Multiple Voting Groups
              
              
              5Section
                  3.04
              
              
              Shareholder
                  Quorum and Voting; Greater or Lesser Voting
                  Requirements
              
              
              5
  i
  Section
                  3.05
              
              
              Voting
                  for Directors; Cumulative Voting
              
              
              6Section
                  3.06
              
              
              Voting
                  Entitlement of Shares
              
              
              6Section
                  3.07
              
              
              Proxies
              
              
              7Section
                  3.08
              
              
              Shares
                  Held by Nominees
              
              
              8Section
                  3.09
              
              
              Corporation's
                  Acceptance of Votes
              
              
              9Section
                  3.10
              
              
              Action
                  by Shareholders Without Meeting
              
              
              10**ARTICLE
                  IV****Board
                  of Directors and Officers**Section
                  4.01
              
              
              Qualifications
                  of Directors
              
              
              10Section
                  4.02
              
              
              Number
                  of Directors
              
              
              10Section
                  4.03
              
              
              Terms
                  of Directors Generally
              
              
              10Section
                  4.04
              
              
              Staggered
                  Terms for Directors
              
              
              11Section
                  4.05
              
              
              Vacancy
                  on Board
              
              
              11Section
                  4.06
              
              
              Compensation
                  of Directors
              
              
              11Section
                  4.07
              
              
              Meetings
              
              
              11Section
                  4.08
              
              
              Action
                  by Directors Without a Meeting
              
              
              12Section
                  4.09
              
              
              Notice
                  of Meetings
              
              
              12Section
                  4.10
              
              
              Waiver
                  of Notice
              
              
              12Section
                  4.11
              
              
              Quorum
                  and Voting
              
              
              12Section
                  4.12
              
              
              Committees
              
              
              13Section
                  4.13
              
              
              Loans
                  to Officers, Directors andEmployees;
                  Guaranty of Obligations
              
              
              14Section
                  4.14
              
              
              Required
                  Officers
              
              
              14Section
                  4.15
              
              
              Duties
                  of Officers
              
              
              14
  ii
  Section
                  4.16
              
              
              Resignation
                  and Removal of Officers
              
              
              14Section
                  4.17
              
              
              Contract
                  Rights of Officers
              
              
              15Section
                  4.18
              
              
              General
                  Standards for Directors
              
              
              15Section
                  4.19
              
              
              Director
                  Conflicts of Interest
              
              
              16Section
                  4.20
              
              
              Resignation
                  of Directors
              
              
              16**ARTICLE
                  V****Indemnification
                  of Directors, Officers,****Employees
                  and Agents**Section
                  5.01
              
              
              Directors,
                  Officers, Employees and Agents
              
              
              17**ARTICLE
                  VI****Office
                  and Agent**Section
                  6.01
              
              
              Registered
                  Office and Registered Agent
              
              
              20Section
                  6.02
              
              
              Change
                  of Registered Office or Registered Agent; Resignation of Registered
                  Agent
              
              
              21**ARTICLE
                  VII****Shares,
                  Option, Dividends and Distributions**Section
                  7.01
              
              
              Authorized
                  Shares
              
              
              21Section
                  7.02
              
              
              Terms
                  of Class or Series Determined by Board of Directors
              
              
              22Section
                  7.03
              
              
              Issued
                  and Outstanding Shares
              
              
              23Section
                  7.04
              
              
              Issuance
                  of Shares
              
              
              23Section
                  7.05
              
              
              Form
                  and Content of Certificates
              
              
              24Section
                  7.06
              
              
              Shares
                  Without Certificates
              
              
              24
  iii
  Section
                  7.07
              
              
              Restriction
                  on Transfer of Shares and Other Securities
              
              
              25Section
                  7.08
              
              
              Shareholder's
                  Pre-emptive Rights
              
              
              25Section
                  7.09
              
              
              Corporation's
                  Acquisition of its Own Shares
              
              
              25Section
                  7.10
              
              
              Share
                  Options
              
              
              25Section
                  7.11
              
              
              Terms
                  and Conditions of Stock Rights and Options
              
              
              26Section
                  7.12
              
              
              Share
                  Dividends
              
              
              26Section
                  7.13
              
              
              Distributions
                  to Shareholders
              
              
              27**ARTICLE
                  VIII****Amendment
                  of Articles and Bylaws**Section
                  8.01
              
              
              Authority
                  to Amend the Articles of Incorporation
              
              
              28Section
                  8.02
              
              
              Amendment
                  by Board of Directors
              
              
              28Section
                  8.03
              
              
              Amendment
                  of Bylaws by Board of Directors
              
              
              29Section
                  8.04
              
              
              Bylaw
                  Increasing Quorum or Voting Requirements for Directors
              
              
              29**ARTICLE
                  IX****Records
                  and Report**Section
                  9.01
              
              
              Corporate
                  Records
              
              
              29Section
                  9.02
              
              
              Financial
                  Statements for Shareholders
              
              
              30Section
                  9.03
              
              
              Other
                  Reports to Shareholders
              
              
              31Section
                  9.04
              
              
              Annual
                  Report for Department of State
              
              
              31
  iv
  **ARTICLE
                  X****Miscellaneous**Section
                  10.01
              
              
              Definition
                  of the "Act"
              
              
              32Section
                  10.02
              
              
              Application
                  of Florida Law
              
              
              32Section
                  10.03
              
              
              Fiscal
                  Year
              
              
              32Section
                  10.04
              
              
              Conflicts
                  with Articles ofIncorporation
              
              
              32Section
                  10.05
              
              
              Emergency
                  By-Laws
              
              
              32




v




**ARTICLE
      I**





**Offices**





**Section
      1.01.**  **Principal
      Office** **.**





The
      principal office of the corporation in the State of Florida shall be established
      at such places as the board of directors from time to time
      determine.





**Section
      1.02.**  **Registered
      Office** **.**




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





**Section
      1.03.**  **Other
      Offices** **.**





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





**ARTICLE
      II**





**Meetings
      of Shareholders**





**Section
      2.01.**  **Annual
      Meeting** **.**





(1)  The
      corporation shall hold a meeting of shareholders annually, for the election
      of
      directors and for the transaction of any proper business, at a time stated
      in or
      fixed in accordance with a resolution of the board of directors.





(2)  Annual
      shareholders' meeting may be held in or out of the State of Florida at a place
      stated in or fixed in accordance with a resolution by the board of directors
      or,
      when not inconsistent with the board of directors' resolution stated in the
      notice of the annual meeting. If no place is stated in or fixed in accordance
      with these bylaws, or stated in the notice of the annual meeting, annual
      meetings shall be held at the corporation's principal office.





(3)  The
      failure to hold the annual meeting at the time stated in or fixed in accordance
      with these bylaws or pursuant to the Act does not affect the validity of any
      corporate action and shall not work a forfeiture of or dissolution of the
      corporation.





**Section
      2.02.**  **Special
      Meeting** **.**





(1)  The
      corporation shall hold a special meeting of shareholders:




1




(a)  On
      call
      of its board of directors or the person or persons authorized to do so by the
      board of directors; or





(b)  If
      the
      holders of not less than 10% of all votes entitled to be cast on any issue
      proposed to be considered at the proposed special meeting sign, date and deliver
      to the corporation's secretary one or more written demands for the meeting
      describing the purpose or purposes for which it is to be held.





(2)  Special
      shareholders' meetings may be held in or out of the State of Florida at a place
      stated in or fixed in accordance with a resolution of the board of directors,
      or, when not inconsistent with the board of directors' resolution, in the notice
      of the special meeting. If no place is stated in or fixed in accordance with
      these bylaws or in the notice of the special meeting, special meetings shall
      be
      held at the corporation's principal office.





(3)  Only
      business within the purpose or purposes described in the special meeting notice
      may be conducted at a special shareholders' meeting.





**Section
      2.03.**  **Shareholders'
      List for Meeting.** ****





(1)  After
      fixing a record date for a meeting, a corporation shall prepare a list of the
      names of all its shareholders who are entitled to notice of a shareholders'
      meeting, in accordance with the Florida Business Corporation Act (the "Act"),
      or
      arranged by voting group, with the address of, and the number and class and
      series, if any, of shares held by, each.





(2)  The
      shareholders' list must be available for inspection by any shareholder for
      a
      period of ten days prior to the meeting or such shorter time as exists between
      the record date and the meeting and continuing through the meeting at the
      corporation's principal office, at a place identified in the meeting notice
      in
      the city where the meeting will be held, or at the office of the corporation's
      transfer agent or registrar. A shareholder or his agent or attorney is entitled
      on written demand to inspect the list (subject to the requirements of Section
      607.1602(3) of the Act), during regular business hours and at his expense,
      during the period it is available for inspection.





(3)  The
      corporation shall make the shareholders' list available at the meeting, and
      any
      shareholder or his agent or attorney is entitled to inspect the list at any
      time
      during the meeting or any adjournment.





**Section
      2.04.**  **Record
      Date** **.**





(1)  The
      board
      of directors may set a record date for purposes of determining the shareholders
      entitled to notice of and to vote at a shareholders' meeting; however, in no
      event may a record date fixed by the board of directors be a date preceding
      the
      date upon which the resolution fixing the record date is adopted.





(2)  Unless
      otherwise fixed by the board of directors, the record date for determining
      shareholders entitled to demand a special meeting is the date the first
      shareholder delivers his demand to the corporation. In the event that the board
      of directors sets the record date for a special meeting of shareholders, it
      shall not be a date preceding the date upon which the corporation receives
      the
      first demand from a shareholder requesting a special meeting.




2




(3)  If
      no
      prior action is required by the board of directors pursuant to the Act, and,
      unless otherwise fixed by the board of directors, the record date for
      determining shareholders entitled to take action without a meeting is the date
      the first signed written consent is delivered to the corporation under Section
      607.0704 of the Act. If prior action is required by the board of directors
      pursuant to the Act, the record date for determining shareholders entitled
      to
      take action without a meeting is at the close of business on the day on which
      the board of directors adopts the resolution taking such prior
      action.





(4)  Unless
      otherwise fixed by the board of directors, the record date for determining
      shareholders entitled to notice of and to vote at an annual or special
      shareholders' meeting is the close of business on the day before the first
      notice is delivered to shareholders.





(5)  A
      record
      date may not be more than 70 days before the meeting or action requiring a
      determination of shareholders.





(6)  A
      determination of shareholders entitled to notice of or to vote at a
      shareholders' meeting is effective for any adjournment of the meeting unless
      the
      board of directors fixes a new record date, which it must do if the meeting
      is
      adjourned to a date more than one 120 days after the date fixed for the original
      meeting.





**Section
      2.05.**  **Notice
      of Meetings and Adjournment** **.**





(1)  The
      corporation shall notify shareholders of the date, time and place of each annual
      and special shareholders' meeting no fewer than 10 or more than 60 days before
      the meeting date. Unless the Act requires otherwise, the corporation is required
      to give notice only to shareholders entitled to vote at the meeting. Notice
      shall be given in the manner provided in Section 607.0141 of the Act, by or
      at
      the direction of the president, the secretary, of the officer or persons calling
      the meeting. If the notice is mailed at least 30 days before the date of the
      meeting, it may be done by a class of United States mail other than first class.
      Notwithstanding Section 607.0141, if mailed, such notice shall be deemed to
      be
      delivered when deposited in the United Statement mail addressed to the
      shareholder at his address as it appears on the stock transfer books of the
      corporation, with postage thereon prepaid.





(2)  Unless
      the Act or the articles of incorporation requires otherwise, notice of an annual
      meeting need not include a description of the purpose or purposes for which
      the
      meeting is called.





(3)  Notice
      of
      a special meeting must include a description of the purpose or purposes for
      which the meeting is called.





(4)  If
      an
      annual or special shareholders meeting is adjourned to a different date, time,
      or place, notice need not be given of the new date, time, or place if the new
      date, time or place is announced at the meeting before adjournment is taken,
      and
      any business may be transacted at the adjourned meeting that might have been
      transacted on the original date of the meeting. If a new record date is or
      must
      be fixed under Section 607.0707 of the Act, however, notice of the adjourned
      meeting must be given under this section to persons who are shareholders as
      of
      the new record date who are entitled to notice of the meeting.




3




(5)  Notwithstanding
      the foregoing, no notice of a shareholders' meeting need be given if: (a) an
      annual report and proxy statements for two consecutive annual meetings of
      shareholders, or (b) all, and at least two checks in payment of dividends or
      interest on securities during a 12-month period, have been sent by first-class
      United States mail, addressed to the shareholder at his address as it appears
      on
      the share transfer books of the corpora-tion, and returned undeliverable. The
      obligation of the corpora-tion to give notice of a shareholders' meeting to
      any
      such shareholder shall be reinstated once the corporation has received a new
      address for such shareholder for entry on its share transfer books.





**Section
      2.06.**  **Waiver
      of Notice** **.**





(1)  A
      shareholder may waive any notice required by the Act, the articles of
      incorporation, or bylaws before or after the date and time stated in the notice.
      The waiver must be in writing, be signed by the shareholder entitled to the
      notice, and be delivered to the corporation for inclusion in the minutes or
      filing with the corporate records. Neither the business to be transacted at
      nor
      the purpose of any regular or special meeting of the shareholders need be
      specified in any written waiver of notice.





(2)  A
      shareholder's attendance at a meeting: (a) Waives 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 (b) waives objection to consideration of a particular matter at the meeting
      that is not within the purpose or purposes described in the meeting notice,
      unless the shareholder objects to considering the matter when it is
      presented.





**ARTICLE
      III**





**Shareholder
      Voting**





**Section
      3.01.**  **Voting
      Group Defined** **.**





A
      "voting
      group" means all shares of one or more classes or series that under the articles
      of incorporation or the Act are entitled to vote and be counted together
      collectively on a matter at a meeting of shareholders. All shares entitled
      by
      the articles of incorporation or the Act to vote generally on the matter are
      for
      that purpose a single voting group.





**Section
      3.02.**  **Quorum
      and Voting Requirements for Voting Groups** **.**





(1)  Shares
      entitled to vote as a separate voting group may take action on a matter at
      a
      meeting only if a quorum of those shares exists with respect to that matter.
      Unless the articles of incorporation or the Act provides otherwise, a majority
      of the votes entitled to be cast on the matter by the voting group constitutes
      a
      quorum of that voting group for action on that matter.




4




(2)  Once
      a
      share is represented for any purpose at a meeting, it is deemed present for
      quorum purposes for the remainder of the meeting and for any adjournment of
      that
      meeting unless a new record date is or must be set for that adjourned
      meeting.





(3)  If
      a
      quorum exists, 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 the articles of
      incorporation or the Act requires a greater number of affirmative
      votes.





**Section
      3.03.**  **Action
      by Single and Multiple Voting Groups.** ****





(1)  If
      the
      articles of incorporation or the Act provides for voting by a single voting
      group on a matter, action on that matter is taken when voted upon by that voting
      group as provided in Section 3.02 of these bylaws.





(2)  If
      the
      articles of incorporation or the Act provides for voting by two or more voting
      groups on a matter, action on that matter is taken only when voted upon by
      each
      of those voting groups counted separately as provided in Section 3.02 of these
      bylaws. Action may be taken by one voting group on a matter even though no
      action is taken by another voting group entitled to vote on the
      matter.





**Section
      3.04.**  **Shareholder
      Quorum and Voting; Greater or Lesser Voting
      Requirements.**





(1)  A
      majority of the shares entitled to vote, represented in person or by proxy,
      shall constitute a quorum at a meeting of shareholders, but in no event shall
      a
      quorum consist of less than one-third of the shares entitled to vote. 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.





(2)  An
      amendment to the articles of incorporation that adds, changes or deletes a
      greater or lesser quorum or voting requirement must meet the same quorum
      requirement and be adopted by the same vote and voting groups required to take
      action under the quorum and voting requirements then in effect or proposed
      to be
      adopted, whichever is greater.





(3)  If
      a
      quorum exists, action on a matter, other than the election of directors, is
      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, unless a greater number of affirmative
      votes
      or voting by classes is required by the Act or the articles of
      incorporation.





(4)  After
      a
      quorum has been established at a shareholders' meeting, the subsequent
      withdrawal of shareholders, so as to reduce the number of shares 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.




5




(5)  The
      articles of incorporation may provide for a greater voting requirement or a
      greater or lesser quorum requirement for shareholders (or voting groups of
      shareholders) than is provided by the Act, but in no event shall a quorum
      consist of less than one-third of the shares entitled to vote.





**Section
      3.05.**  **Voting
      for Directors; Cumulative Voting** **.**





(1)  Directors
      are 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.





(2)  Each
      shareholder who is entitled to vote at an election of directors has the right
      to
      vote the number of shares owned by him for as many persons as there are
      directors to be elected and for whose election he has a right to vote.
      Shareholders do not have a right to cumulate their votes for directors unless
      the articles of incorporation so provide.





**Section
      3.06.**  **Voting
      Entitlement of Shares** **.**





(1)  Unless
      the articles of incorporation or the Act provides otherwise, each outstanding
      share, regardless of class, is entitled to one vote on each matter submitted
      to
      a vote at a meeting of shareholders. Only shares are entitled to vote.





(2)  The
      shares of the corporation are not entitled to vote if they are owned, directly
      or indirectly, by a second corporation, domestic or foreign, and the first
      corporation owns, directly or indirectly, a majority of shares entitled to
      vote
      for directors of the second corporation.





(3)  This
      section does not limit the power of the corporation to vote any shares,
      including its own shares, held by it in a fiduciary capacity.





(4)  Redeemable
      shares are not entitled to vote on any matter, and shall not be deemed to be
      outstanding, after notice of redemption is mailed to the holders thereof and
      a
      sum sufficient to redeem such shares has been deposited with a bank, trust
      company, or other financial institution upon an irrevocable obligation to pay
      the holders the redemption price upon surrender of the shares.





(5)  Shares
      standing in the name of another corporation, domestic or foreign, may be voted
      by such officer, agent, or proxy as the bylaws of the corporate shareholder
      may
      prescribe or, in the absence of any applicable provision, by such person as
      the
      board of directors of the corporate shareholder may designate. In the absence
      of
      any such designation or in case of conflicting designation by the corporate
      shareholder, the chairman of the board, the president, any vice president,
      the
      secretary, and the treasurer of the corporate shareholder, in that order, shall
      be presumed to be fully authorized to vote such shares.




6




(6)  Shares
      held by an administrator, executor, guardian, personal representative, 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 or the name of his nominee.





(7)  Shares
      held by or under the control of a receiver, a trustee in bankruptcy proceedings,
      or an assignee for the benefit of creditors may be voted by him without the
      transfer thereof into his name.





(8)  If
      a
      share or shares stand of record in the names of two or more persons, whether
      fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
      by the entirety, or otherwise, or if two or more persons have the same fiduciary
      relationship respecting the same shares, unless the secretary of the corporation
      is given notice to the contrary and is furnished with a copy of the instrument
      or order appointing them or creating the relationship wherein it is so provided,
      then acts with respect to voting have the following effect:





(a)  If
      only
      one votes, in person or in proxy, his act binds all;





(b)  If
      more
      than one vote, in person or by proxy, the act of the majority so voting binds
      all;





(c)  If
      more
      than one vote, in person or by proxy, but the vote is evenly split on any
      particular matter, each faction is entitled to vote the share or shares in
      question proportionally;





(d)  If
      the
      instrument or order so filed shows that any such tenancy is held in unequal
      interest, a majority or a vote evenly split for purposes of this subsection
      shall be a majority or a vote evenly split in interest;





(e)  The
      principles of this subsection shall apply, insofar as possible, to execution
      of
      proxies, waivers, consents, or objections and for the purpose of ascertaining
      the presence of a quorum;





(f)  Subject
      to Section 3.08 of these bylaws, nothing herein contained shall prevent trustees
      or other fiduciaries holding shares registered in the name of a nominee from
      causing such shares to be voted by such nominee as the trustee or other
      fiduciary may direct. Such nominee may vote shares as directed by a trustee
      or
      their fiduciary without the necessity of transferring the shares to the name
      of
      the trustee or other fiduciary.





**Section
      3.07.**  **Proxies** **.**





(1)  A
      shareholder, other person entitled to vote on behalf of a shareholder pursuant
      to Section 3.06 of these bylaws, or attorney in fact may vote the shareholder's
      shares in person or by proxy.




7




(2)  A
      shareholder may appoint a proxy to vote or otherwise act for him by signing
      an
      appointment form, either personally or by his attorney in fact. An executed
      telegram or cablegram appearing to have been transmitted by such person, or
      a
      photographic, photostatic, or equivalent reproduction of an appointment form,
      is
      a sufficient appointment form.





(3)  An
      appointment of a proxy is effective when received by the secretary or other
      officer or agent authorized to tabulate votes. An appointment is valid for
      up to
      11 months unless a longer period is expressly provided in the appointment
      form.





(4)  The
      death
      or incapacity of the shareholder appointing a proxy does not affect the right
      of
      the corporation to accept the proxy's authority unless notice of the death
      or
      incapacity is received by the secretary or other officer or agent authorized
      to
      tabulate votes before the proxy exercises his authority under the
      appointment.





(5)  An
      appointment of a proxy is revocable by the shareholder unless the appointment
      form conspicuously states that it is irrevocable and the appointment is coupled
      with an interest. Appointments coupled with an interest include the appointment
      of: (a) a pledgee; (b) a person who purchased or agreed to purchase the shares;
      (c) a creditor of the corporation who extended credit to the corporation under
      terms requiring the appointment; (d) an employee of the corporation whose
      employment contract requires the appointment; or (e) a party to a voting
      agreement created in accordance with the Act.





(6)  An
      appointment made irrevocable under this section becomes revocable when the
      interest with which it is coupled is extinguished and, in a case provided for
      in
      Subsection 5(c) or 5(d), the proxy becomes revocable three years after the
      date
      of the proxy or at the end of the period, if any, specified herein, whichever
      is
      less, unless the period of irrevocability is renewed from time to time by the
      execution of a new irrevocable proxy as provided in this section. This does
      not
      affect the duration of a proxy under subsection (3).





(7)  A
      transferee for value of shares subject to an irrevocable appointment may revoke
      the appointment if he did not know of its existence when he acquired the shares
      and the existence of the irrevocable appointment was not noted conspicuously
      on
      the certificate representing the shares or on the information statement for
      shares without certificates.





(8)  Subject
      to Section 3.09 of these bylaws and to any express limitation on the proxy's
      authority appearing on the face of the appointment form, a corporation is
      entitled to accept the proxy's vote or other action as that of the shareholder
      making the appointment.





(9)  If
      an
      appointment form expressly provides, any proxy holder may appoint, in writing,
      a
      substitute to act in his place.





**Section
      3.08.**  **Shares
      Held by Nominees** **.**





(1)  The
      corporation may establish a procedure by which the beneficial owner of shares
      that are registered in the name of a nominee is recognized by the corporation
      as
      the shareholder. The extent of this recognition may be determined in the
      procedure.




8




(2)  The
      procedure may set forth (a) the types of nominees to which it applies; (b)
      the
      rights or privileges that the corporation recognizes in a beneficial owner;
      (c)
      the manner in which the procedure is selected by the nominee; (d) the
      information that must be provided when the procedure is selected; (e) the period
      for which selection of the procedure is effective; and (f) other aspects of
      the
      rights and duties created.





**Section
      3.09.**  **Corporation's
      Acceptance of Votes** **.**





(1)  If
      the
      name signed on a vote, consent, waiver, or proxy appointment corresponds to
      the
      name of a shareholder, the corporation if acting in good faith is entitled
      to
      accept the vote, consent waiver, or proxy appointment and give it effect as
      the
      act of the shareholder.





(2)  If
      the
      name signed on a vote, consent, waiver, or proxy appointment does not correspond
      to the name of its shareholder, the corporation if acting in good faith is
      nevertheless entitled to accept the vote, consent, waiver, or proxy appointment
      and give it effect as the act of the shareholder if: (a) the shareholder is
      an
      entity and the name signed purports to be that of an officer or agent of the
      entity; (b) the name signed purports to be that of an administrator, executor,
      guardian, personal representative, or conservator representing the shareholder
      and, if the corporation requests, evidence of fiduciary status acceptable to
      the
      corporation has been presented with respect to the vote, consent, waiver, or
      proxy appointment; (c) the name signed purports to be that of a receiver,
      trustee in bankruptcy, or assignee for the benefit of creditors of the
      shareholder and, if the corporation requests, evidence of this status acceptable
      to the corporation has been presented with respect to the vote, consent, waiver,
      or proxy appointment; (d) the name signed purports to be that of a pledgee,
      beneficial owner, or attorney in fact of the shareholder and, if the corporation
      requests, evidence acceptable to the corporation of the signatory's authority
      to
      sign for the shareholder has been presented with respect to the vote, consent,
      waiver, or proxy appointment; or (e) two or more persons are the shareholder
      as
      covenants or fiduciaries and the name signed purports to be the name of at
      least
      one of the co-owners and the person signing appears to be acting on behalf
      of
      all the co-owners.





(3)  The
      corporation is entitled to reject a vote, consent, waiver, or proxy appointment
      if the secretary or other officer or agent authorized to tabulate votes, acting
      in good faith, has reasonable basis for doubt about the validity of the
      signature on it or about the signatory's authority to sign for the
      shareholder.





(4)  The
      corporation and its officer or agent who accepts or rejects a vote, consent,
      waiver, or proxy appointment in good faith and in accordance with the standards
      of this section are not liable in damages to the shareholder for the
      consequences of the acceptance or rejection.





(5)  Corporate
      action based on the acceptance or rejection of a vote, consent, waiver, or
      proxy
      appointment under this section is valid unless a court of competent jurisdiction
      determines otherwise.




9




**Section
      3.10.**  **Action
      by Shareholders Without Meeting** **.**





(1)  Any
      action required or permitted by the Act 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 the action is taken by the holders
      of outstanding stock of each voting group entitled to vote thereon having not
      less than the minimum number of votes with respect to each voting group that
      would be necessary to authorize or take such action at a meeting at which all
      voting groups and shares entitled to vote thereon were present and voted. In
      order to be effective, the action must be evidenced by one or more written
      consents describing the action taken, dated and signed by approving shareholders
      having the requisite number of votes of each voting group entitled to vote
      thereon, and delivered to the corporation by delivery to its principal office
      in
      this state, its principal place of business, the corporate secretary, or another
      office or agent of the corporation having custody of the book in which
      proceedings of meetings of shareholders are recorded. No written consent shall
      be effective to take the corporate action referred to therein unless, within
      60
      days of the date of the earliest dated consent is delivered in the manner
      required by this section, written consent signed by the number of holders
      required to take action is delivered to the corporation by delivery as set
      forth
      in this section.





(2)  Within
      10
      days after obtaining such authorization by written consent, notice in accordance
      with Section 607.0704(3) of the Act must be given to those shareholders who
      have
      not consented in writing.





**ARTICLE
      IV**





**Board
      of Directors and Officers**





**Section
      4.01.**  **Qualifications
      of Directors** **.**





Directors
      must be natural persons who are 18 years of age or older but need not be
      residents of the State of Florida or shareholders of the
      corporation.





**Section
      4.02.**  **Number
      of Directors** **.**





(1)  The
      board
      of directors shall consist of not less than one nor more than nine
      individuals.





(2)  The
      number of directors may be increased or decreased from time to time by amendment
      to these bylaws.





(3)  Directors
      are elected at the first annual shareholders' meeting and at each annual meeting
      thereafter unless their terms are staggered under Section 4.04 of these
      bylaws.





**Section
      4.03.**  **Terms
      of Directors Generally** **.**





(1)  The
      terms
      of the initial directors of the corporation expire at the first shareholders'
      meeting at which directors are elected.




10




(2)  The
      terms
      of all other directors expire at the next annual shareholders' meeting following
      their election unless their terms are staggered under Section 4.04 of these
      bylaws.





(3)  A
      decrease in the number of directors does not shorten an incumbent director's
      term.





(4)  The
      term
      of a director elected to fill a vacancy expires at the next shareholders'
      meeting at which directors are elected.





(5)  Despite
      the expiration of a director's term, he continues to serve until his successor
      is elected and qualifies or until there is a decrease in the number of
      directors.





**Section
      4.04.**  **Staggered
      Terms for Directors** **.**





The
      directors of any corporation organized under the Act may, by the articles of
      incorporation, or by amendment to these bylaws adopted by a vote of the
      shareholders, be divided into one, two or three classes with the number of
      directors in each class being as nearly equal as possible; the term of office
      of
      those of the first class to expire at the annual meeting next ensuing; of the
      second class one year thereafter; at the third class two years thereafter;
      and
      at each annual election held after such classification and election, directors
      shall be chosen for a full term, as the case may be, to succeed those whose
      terms expire. If the directors have staggered terms, then any increase or
      decrease in the number of directors shall be so apportioned among the classes
      as
      to make all classes as nearly equal in number as possible.





**Section
      4.05.**  **Vacancy
      on Board** **.**





(1)  Whenever
      a vacancy occurs on a board of directors, including a vacancy resulting from
      an
      increase in the number of directors, it may be filled by the affirmative vote
      of
      a majority of the remaining directors.





(2)  A
      vacancy
      that will occur at a specific later date (by reason of a resignation effective
      at a later date may be filled before the vacancy occurs but the new director
      may
      not take office until the vacancy occurs.





**Section
      4.06.**  **Compensation
      of Directors** **.**





The
      board
      of directors may fix the compensation of directors.





**Section
      4.07.**  **Meetings** **.**





(1)  The
      board
      of directors may hold regular or special meetings in or out of the State of
      Florida.





(2)  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.




11




(3)  Meetings
      of the board of directors may be called by the chairman of the board or by
      the
      president.





(4)  The
      board
      of directors may permit any or all directors to participate in a regular or
      special meeting by, or conduct the meeting through the use of, any means of
      communication by which all directors participating may simultaneously hear
      each
      other during the meeting. A director participating in a meeting by this means
      is
      deemed to be present in person at the meeting.





**Section
      4.08.**  **Action
      by Directors Without a Meeting** **.**





(1)  Action
      required or permitted by the Act to be taken at a board of directors' meeting
      or
      committee meeting may be taken without a meeting if the action is taken by
      all
      members of the board or of the committee. The action must be evidenced by one
      or
      more written consents describing the action taken and signed by each director
      or
      committee member.





(2)  Action
      taken under this section is effective when the last director signs the consent,
      unless the consent specifies a different effective date.





(3)  A
      consent
      signed under this section has the effect of a meeting vote and may be described
      as such in any document.





**Section
      4.09.**  **Notice
      of Meetings** **.**





Regular
      and special meetings of the board of directors may be held without notice of
      the
      date, time, place, or purpose of the meeting.





**Section
      4.10.**  **Waiver
      of Notice** **.**





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 a 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 or promptly upon arrival at the meeting,
      any objection to the transaction of business because the meeting is not lawfully
      called or convened.





**Section
      4.11.**  **Quorum
      and Voting** **.**





(1)  A
      quorum
      of a board of directors consists of a majority of the number of directors
      prescribed by the articles of incorporation or these bylaws.




12




(2)  If
      a
      quorum is present when a vote is taken, the affirmative vote of a majority
      of
      directors present is the act of the board of directors.





(3)  A
      director of a corporation 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:





(a)  He
      objects at the beginning of the meeting (or promptly upon his arrival) to
      holding it or transacting specified business at the meeting; or





(b)  He
      votes
      against or abstains from the action taken.





**Section
      4.12.**  **Committees** **.**





(1)  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
      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 such committee shall have the authority
      to:





(a)  Approve
      or recommend to shareholders actions or proposals required by the Act to be
      approved by shareholders.





(b)  Fill
      vacancies on the board of directors or any committee thereof.





(c)  Adopt,
      amend, or repeal these bylaws.





(d)  Authorize
      or approve the reacquisition of shares unless pursuant to a general formula
      or
      method specified by the board of directors.





(e)  Authorize
      or approve the issuance or sale or contract for the sale of shares, or determine
      the designation and relative rights, preferences, and limitations of a voting
      group except that the board of directors may authorize a committee (or a senior
      executive officer of the corporation) to do so within limits specifically
      prescribed by the board of directors.





(2)  The
      sections of these bylaws which govern meetings, notice and waiver of notice,
      and
      quorum and voting requirements of the board of directors apply to committees
      and
      their members as well.





(3)  Each
      committee must have two or more members who serve at the pleasure of the board
      of directors. The board, by resolution adopted in accordance herewith, may
      designate one 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.





(4)  Neither
      the designation of any such committee, the delegation thereto of authority,
      nor
      action by such committee pursuant to such authority shall alone constitute
      compliance by any member of the board of directors not a member of the committee
      in question with his responsibility to act 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.




13




**Section
      4.13.**  **Loans
      to Officers, Directors, and Employees; Guaranty of
      Obligations** **.**





The
      corporation may lend money to, guaranty any obligation of, or otherwise assist
      any officer, director, or employee of the corporation or of a 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.
      Nothing in this section shall be deemed to deny, limit, or restrict the powers
      of guaranty or warranty of any corporation at common law or under any statute.
      Loans, guaranties, or other types of assistance are subject to section
      4.19.





**Section
      4.14.**  **Required
      Officers** **.**





(1)  The

      corporation shall have such officers as the board of directors may appoint
      from
      time to time.





(2)  A
      duly
      appointed officer may appoint one or more assistant officers.





(3)  The
      board
      of directors shall delegate to one of the officers responsibility for preparing
      minutes of the directors' and shareholders' meetings and for authenticating
      records of the corporation.





(4)  The
      same
      individual may simultaneously hold more than one office in the
      corporation.





**Section
      4.15.**  **Duties
      of Officers** **.**





Each
      officer has the authority and shall perform the duties set forth in a resolution
      or resolutions of the board of directors or by direction of any officer
      authorized by the board of directors to prescribe the duties of other
      officers.





**Section
      4.16.**  **Resignation
      and Removal of Officers** **.**





(1)  An
      officer may resign at any time by delivering notice to the corporation. A
      resignation is effective when the notice is delivered unless the notice
      specifies a later effective date. If a resignation is made 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 if the board
      of
      directors provides that the successor does not take office until the effective
      date.




14




(2)  The
      board
      of directors may remove any officer at any time with or without cause. Any
      assistant officer, if appointed by another officer, may likewise be removed
      by
      the board of directors or by the officer which appointed him in accordance
      with
      these bylaws.





**Section
      4.17.**  **Contract
      Rights of Officers** **.**





The
      appointment of an officer does not itself create contract rights.





**Section
      4.18.**  **General
      Standards for Directors.** ****





(1)
      A
      director shall discharge his duties as a director, including his duties as
      a
      member of a committee:





(a)  In
      good
      faith;





(b)  With
      the
      care an ordinarily prudent person in a like position would exercise under
      similar circumstances; and





(c)  In
      a
      manner he reasonably believes to be in the best interests of the
      corporation.





(2)  In
      discharging his duties, a director is entitled to rely on information, opinions,
      reports or statements, including financial statements and other financial data,
      if prepared or presented by:





(a)  One
      or
      more officers or employees of the corporation whom the director reasonably
      believes to be reliable and competent in the matters presented;





(b)  Legal
      counsel, public accountants, or other persons as to matters the director
      reasonably believes are within the persons' professional or expert competence;
      or





(c)  A
      committee of the board of directors of which he is not a member if the director
      reasonably believes the committee merits confidence.





(3)  In
      discharging his duties, a director may consider such factors as the director
      deems relevant, including the long-term prospects and interests of the
      corporation and its shareholders, and the social, economic, legal, or other
      effects of any action on the employees, suppliers, customers of the corporation
      or its subsidiaries, the communities and society in which the corporation or
      its
      subsidiaries operate, and the economy of the state and the nation.





(4)  A
      director is not acting in good faith if he has knowledge concerning the matter
      in question that makes reliance otherwise permitted by subsection (2)
      unwarranted.





(5)  A
      director is not liable for any action taken as a director, or any failure to
      take any action, if he performed the duties of his office in compliance with
      this section.




15




**Section
      4.19.**  **Director
      Conflicts** **of
      Interest** **.**





No
      contract or other transaction between a corporation and one or more interested
      directors shall be either void or voidable because of such relationship or
      interest, because such director or directors are present at the meeting of
      the
      board of directors or a committee thereof which authorizes, approves or ratifies
      such contract or transaction, or because his or their votes are counted for
      such
      purpose, if:





(1)  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 transactions
      by a vote or consent sufficient for the purpose without counting
      the votes or consents of such interested directors;





(2)  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





(3)  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
      the meeting of the board of directors or a committee thereof which authorizes,
      approves or ratifies such contract or transaction.





For
      the
      purpose of paragraph (2) above, a conflict of interest transaction is
      authorized, approved or ratified if it receives the vote of a majority of the
      shares entitled to be counted under this subsection. Shares owned by or voted
      under the control of a director who has a relationship or interest in the
      conflict of interest transaction may not be counted in a vote of shareholders
      to
      determine whether to authorize, approve or ratify a conflict of interest
      transaction under paragraph (2). The vote of those shares, however, is counted
      in determining whether the transaction is approved under other sections of
      the
      Act. A majority of the shares, whether or not present, that are entitled to
      be
      counted in a vote on the transaction under this subsection constitutes a quorum
      for the purpose of taking action under this section.




**Section
      4.20.**  **Resignation
      of Directors** **.**





A
      director may resign at any time by delivering written notice to the board of
      directors or its chairman or to the corporation.





A
      resignation is effective when the notice is delivered unless the notice
      specifies a later effective date. If a resignation is made effective at a later
      date, the board of directors may fill the pending vacancy before the effective
      date if the board of directors provides that the successor does not take office
      until the effective date.





16


**ARTICLE
      V**





**Indemnification
      of Directors, Officers,**


**Employees
      and Agents**





**Section
      5.01.**  **Directors,
      Officers, Employees and Agents** **.**





(1)  The
      corporation shall have power to indemnify any person who was or is a party
      to
      any proceeding (other than an action by, or in the right of, the corporation),
      by reason of the fact that he is or was a director, officer, employee, or agent
      of the corporation or is or was serving at the request of the corporation as
      a
      director, officer, employee, or agent of another corporation, partnership,
      joint
      venture, trust, or other enterprise against liability incurred 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 action or
      proceeding, had no reasonable cause to believe his conduct was unlawful. The
      termination of any 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 action or proceeding, had
      reasonable cause to believe that his conduct was unlawful.





(2)  The
      corporation shall have power to indemnify any person, who was or is a party
      to
      any proceeding by or in the right of the corporation to procure a judgment
      in
      its favor by reason of the fact that he is or was a director, officer, employee,
      or agent of the corporation or is or was serving at the request of the
      corporation as a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise, against expenses 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. Such indemnification shall be
      authorized if such person acted in good faith and in a manner 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 subsection in respect
      of
      any claim, issue, or matter as to which such person shall have been adjudged
      to
      be liable unless, and only to the extent that, the court in which such
      proceeding was brought, or any other court of competent jurisdiction, shall
      determine upon application that, despite the adjudication of liability but
      in
      view of all circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      proper.





(3)  To
      the
      extent that a director, officer, employee, or agent of the corporation has
      been
      successful on the merits or otherwise in defense of any proceeding referred
      to
      in subsections (1) or (2), or in defense of any claim, issue, or matter therein,
      he shall be indemnified against expenses actually and reasonably incurred by
      him
      in connection therewith.





(4)  Any
      indemnification under subsections (1) or (2), unless pursuant to a determination
      by a court, shall be made by the corporation only as authorized in the specific
      case upon a determination that indemnification of the director, officer,
      employee, or agent is proper in the circumstances because he has met the
      applicable standard of conduct set forth in subsections (1) or (2). Such
      determination shall be made:




17




(a)  By
      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 or more directors not at the time
      parties to the proceeding;





(c)  By
      independent legal counsel:





(i)  Selected
      by the board of directors prescribed in paragraph (a) or the committee
      prescribed in paragraph (b); or





(ii)  If
      a
      quorum of the directors cannot be obtained for paragraph (a) and the committee
      cannot be designed under paragraph (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
      were
      not parties to such proceeding or, if no such quorum is obtainable, by a
      majority vote of shareholders who were not parties to such
      proceeding.





(5)  Evaluation
      of the reasonableness of expenses and authorization of indemnification shall
      be
      made in the same manner as the determination that indemnification is
      permissible. However, if the determination of permissibility is made by
      independent legal counsel, persons specified by paragraph (4)(c) shall evaluate
      the reasonableness of expenses and may authorize indemnification.





(6)  Expenses
      incurred by an officer or director in defending a civil or criminal proceeding
      may be paid by the corporation in advance of the final disposition of such
      proceeding upon receipt of an undertaking by or on behalf of such director
      or
      officer to repay such amount if he is ultimately found not to be entitled to
      indemnification by the corporation pursuant to this section. Expenses incurred
      by other employees and agents may be paid in advance upon such terms or
      conditions that the board of directors deems appropriate.





(7)  The
      indemnification and advancement of expenses provided pursuant to this section
      are not exclusive, and the corporation may make any other or further
      indemnification or advancement of expenses of any of its directors, officers,
      employees, or agents, under any bylaw, 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.
      However, indemnification or advancement of expenses shall not be made to or
      on
      behalf of any director, officer, employee, or agent if a judgment or other
      final
      adjudication establishes that his actions, or omissions to act, were material
      to
      the cause of action so adjudicated and constitute:




18




(a)  A
      violation of the criminal law, unless the director, officer, employee, or agent
      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 director, officer, employee, or agent derived an
      improper personal benefit;





(c)  In
      the
      case of a director, a circumstance under which the liability provisions of
      Section 607.0834 under the Act are applicable; or





(d)  Willful
      misconduct or a 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.





(8)  Indemnification
      and advancement of expenses as provided in this section shall continue as,
      unless otherwise provided when authorized or ratified, 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, unless
      otherwise provided when authorized or ratified.





(9)  Notwithstanding
      the failure of the corporation to provide indemnification, and despite any
      contrary determination of the board or of the shareholders in the specific
      case,
      a director, officer, employee, or agent 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. On receipt of an application, the
      court, after giving any notice that it considers necessary, may order
      indemnification and advancement of expenses, including expenses incurred in
      seeking court-ordered indemnification or advancement of expenses, if it
      determines that:





(a)  The
      director, officer, employee, or agent if entitled to mandatory indemnification
      under subsection (3), in which case the court shall also order the corporation
      to pay the director reasonable expenses incurred in obtaining court-ordered
      indemnification or advancement of expenses;





(b)  The
      director, officer, employee, or agent is entitled to indemnification or
      advancement of expenses, or both, by virtue of the exercise by the corporation
      of its power pursuant to subsection (7); or





(c)  The
      director, officer, employee, or agent 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 the standard of conduct
      set
      forth in subsection (1), subsection (2) or subsection (7).





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




19




(11)  For
      purposes of this section:





(a)  The
      term
      "other enterprises" includes employee benefit plans;





(b)  The
      term
      "expenses" includes counsel fees, including those for appeal;





(c)  The
      term
      "liability" includes obligations to pay a judgment, settlement, penalty, fine
      (including an excise tax assessed with respect to any employee benefit plan),
      and expenses actually and reasonably incurred with respect to a
      proceeding;





(d)  The
      term
      "proceeding" includes any threatened, pending, or completed action, suit or
      other type of proceeding, whether civil, criminal, administrative, or
      investigative and whether formal or informal;





(e)  The
      term
      "agent" includes a volunteer;





(f)  The
      term
      "serving at the request of the corporation" includes any service as a director,
      officer, employee, or agent of the corporation that imposes duties on such
      persons, including duties relating to an employee benefit plan and its
      participants or beneficiaries; and





(g)  The
      term
      "not opposed to the best interest of the corporation" describes the actions
      of a
      person who acts in good faith and in a manner he reasonably believes to be
      in
      the best interests of the participants and beneficiaries of an employee benefit
      plan.





(12)  The
      corporation shall have power to purchase and maintain insurance on behalf of
      any
      person who is or was a director, officer, employee, or agent of the corporation
      or is or was serving at the request of the corporation as a director, officer,
      employee, or agent of another corporation, partnership, joint venture, trust,
      or
      other enterprise 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
      the provisions of this section.





**ARTICLE
      VI**





**Office
      and Agent**





**Section
      6.01.**  **Registered
      Office and Registered Agent** **.**





(1)  The
      corporation shall have and continuously maintain in the State of
      Florida:





(a)  A
      registered office which may be the same as its place of business;
      and




20




(b)  A
      registered agent, who, may be either:





(i)  An
      individual who resides in the State of Florida whose business office is
      identical with such registered office; or





(ii)  Another
      corporation or not-for-profit corporation as defined in Chapter 617 of the
      Act,
      authorized to transact business or conduct its affairs in the State of Florida,
      having a business office identical with the registered office; or





(iii)  A
      foreign
      corporation or not-for-profit foreign corporation authorized pursuant to chapter
      607 or chapter 617 of the Act to transact business or conduct its affairs in
      the
      State of Florida, having a business office identical with the registered
      office.





**Section
      6.02.**  **Change
      of Registered Office or Registered Agent; Resignation of Registered
      Agent** **.**





(1)  The
      corporation may change its registered office or its registered agent upon filing
      with the Department of State of the State of Florida a statement of change
      setting forth:





(a)  The
      name
      of the corporation;




(b)  The
      street address of its current registered office;





(c)  If
      the
      current registered office is to be changed, the street address of the new
      registered office;





(d)  The
      name
      of its current registered agent;





(e)  If
      its
      current registered agent is to be changed, the name of the new registered agent
      and the new agent's written consent (either on the statement or attached to
      it)
      to the appointment;





(f)  That
      the
      street address of its registered office and the street address of the business
      office of its registered agent, as changed, will be identical;





(g)  That
      such
      change was authorized by resolution duly adopted by its board of directors
      or by
      an officer of the corporation so authorized by the board of
      directors.




**ARTICLE
      VII**





**Shares,
      Options, Dividends and Distributions**





**Section
      7.01.**  **Authorized
      Shares** **.**





(1)  The
      articles of incorporation prescribe the classes of shares and the number of
      shares of each class that the corporation is authorized to issue, as well as
      a
      distinguishing designation for each class, and prior to the issuance of shares
      of a class the preferences, limitations, and relative rights of that class
      must
      be described in the articles of incorporation.




21




(2)  The
      articles of incorporation must authorize:





(a)  One
      or
      more classes of shares that together have unlimited voting rights,
      and





(b)  One
      or
      more classes of shares (which may be the same class or classes as those with
      voting rights) that together are entitled to receive the net assets of the
      corporation upon dissolution.





(3)  The
      articles of incorporation may authorize one or more classes of shares that
      have
      special, conditional, or limited voting rights, or no rights, or no right to
      vote, except to the extent prohibited by the Act;





(a)  Are
      redeemable or convertible as specified in the articles of
      incorporation;





(b)  Entitle
      the holders to distributions calculated in any manner, including dividends
      that
      may be cumulative, non-cumulative, or partially cumulative;





(c)  Have
      preference over any other class of shares with respect to distributions,
      including dividends and distributions upon the dissolution of the
      corporation.





(4)  Shares
      which are entitled to preference in the distribution of dividends or assets
      shall not be designated as common shares. Shares which are not entitled to
      preference in the distribution of dividends or assets shall be common shares
      and
      shall not be designated as preferred shares.





**Section
      7.02.**  **Terms
      of Class or Series Determined by Board of Directors** **.**





(1)  If
      the
      articles of incorporation so provide, the board of directors may determine,
      in
      whole or part, the preferences, limitations, and relative rights (within the
      limits set forth in Section 7.01) of:





(a)  Any
      class
      of shares before the issuance of any shares of that class, or





(b)  One
      or
      more series within a class before the issuance of any shares of that
      series.





(2)  Each
      series of a class must be given a distinguishing designation.





(3)  All
      shares of a series must have preferences, limitations, and relative rights
      identical with those of other shares of the same series and, except to the
      extent otherwise provided in the description of the series, of those of other
      series of the same class.




22




(4)  Before
      issuing any shares of a class or series created under this section, the
      corporation must deliver to the Department of State of the State of Florida
      for
      filing articles of amendment, which are effective without shareholder action,
      in
      accordance with Section 607.0602 of the Act.





**Section
      7.03.**  **Issued
      and Outstanding Shares** **.**





(1)  A
      corporation may issue the number of shares of each class or series authorized
      by
      the articles of incorporation. Shares that are issued are outstanding shares
      until they are reacquired, redeemed, converted, or canceled.





(2)  The
      reacquisition, redemption, or conversion of outstanding shares is subject to
      the
      limitations of subsection (3) and to Section 607.06401 of the Act.





(3)  At
      all
      times that shares of the corporation are outstanding, one or more shares that
      together have unlimited voting rights and one or more shares that together
      are
      entitled to receive the net assets of the corporation upon dissolution must
      be
      outstanding.





**Section
      7.04.**  **Issuance
      of Shares** **.**





(1)  The
      board
      of directors may authorize shares to be issued for consideration consisting
      of
      any tangible or intangible property or benefit to the corporation, including
      cash, promissory notes, services performed, promises to perform services
      evidenced by a written contract, or other securities of the
      corporation.





(2)  Before
      the corporation issues shares, the board of directors must determine that the
      consideration received or to be received for shares to be issued is adequate.
      That determination by the board of directors is conclusive insofar as the
      adequacy of consideration for the issuance of shares relates to whether the
      shares are validly issued, fully paid, and non-assessable. When it cannot be
      determined that outstanding shares are fully paid and non-assessable, there
      shall be a conclusive presumption that such shares are fully paid and
      non-assessable if the board of directors makes a good faith determination that
      there is no substantial evidence that the full consideration for such shares
      has
      not been paid.





(3)  When
      the
      corporation receives the consideration for which the board of directors
      authorized the issuance of shares, the shares issued therefor are fully paid
      and
      non-assessable. Consideration in the form of a promise to pay money or a promise
      to perform services is received by the corporation at the time of the making
      of
      the promise, unless the agreement specifically provides otherwise.





(4)  The
      corporation may place in escrow shares issued for a contract for future services
      or benefits or a promissory note, or make other arrangements to restrict the
      transfer of the shares, and may credit distributions in respect of the shares
      against their purchase price, until the services are performed, the note is
      paid, or the benefits received. If the services are not performed, the shares
      escrowed or restricted and the distributions credited may be canceled in whole
      or part.




23




**Section
      7.05.**  **Form
      and Content of Certificates** **.**





(1)  Shares
      may but need not be represented by certificates. Unless the Act or another
      statute expressly provides otherwise, the rights and obligations of shareholders
      are identical whether or not their shares are represented by
      certificates.





(2)  At
      a
      minimum, each share certificate must state on its face:





(a)  The
      name
      of the issuing corporation and that the corporation is organized under the
      laws
      of the State of Florida;





(b)  The
      name
      of the person to whom issued; and





(c)  The
      number and class of shares and the designation of the series, if any, the
      certificate represents.





(3)  If
      the
      shares being issued are of different classes of shares or different series
      within a class, the designations, relative rights, preferences, and limitations
      applicable to each class and the variations in rights, preferences, and
      limitations determined for each series (and the authority of the board of
      directors to determine variations for future series) must be summarized on
      the
      front or back of each certificate. Alternatively, each certificate may state
      conspicuously on its front or back that the corporation will furnish the
      shareholder a full statement of this information on request and without
      charge.





(4)  Each
      share certificate:





(a)  Must
      be
      signed (either manually or in facsimile) by an officer or officers designated
      by
      the board of directors, and





(b)  May
      bear
      the corporate seal or its facsimile.





(5)  If
      the
      person who signed (either manually or in facsimile) a share certificate no
      longer holds office when the certificate is issued, the certificate is
      nevertheless valid.





(6)  Nothing
      in this section may be construed to invalidate any share certificate validly
      issued and outstanding under the Act on July 1, 1990.





**Section
      7.06.**  **Shares
      Without Certificates** **.**





(1)  The
      board
      of directors of the corporation may authorize the issue of some or all of the
      shares of any or all of its classes or series without certificates. The
      authorization does not affect shares already represented by certificates until
      they are surrendered to the corporation.




24




(2)  Within
      a
      reasonable time after the issue or transfer of shares without certificates,
      the
      corporation shall send the shareholder a written statement of the information
      required on certificates by the Act.





**Section
      7.07.**  **Restriction
      on Transfer of Shares and Other Securities** **.**





(1)  The
      articles of incorporation, these bylaws, an agreement among shareholders, or
      an
      agreement between shareholders and the corporation may impose restrictions
      on
      the transfer or registration of transfer of shares of the corporation. A
      restriction does not affect shares issued before the restriction was adopted
      unless the holders of such shares are parties to the restriction agreement
      or
      voted in favor of the restriction.





(2)  A
      restriction on the transfer or registration of transfer of shares is valid
      and
      enforceable against the holder or a transferee of the holder if the restriction
      is authorized by this section, and effected in compliance with the provisions
      of
      the Act, including having a proper purpose as referred to in the
      Act.





**Section
      7.08.**  **Shareholder's
      Pre-emptive Rights** **.**





The
      shareholders of the corporation do not have a pre-emptive right to acquire
      the
      corporation's unissued shares.





**Section
      7.09.**  **Corporation's
      Acquisition of its Own Shares** **.**





(1)  The
      corporation may acquire its own shares, and, unless otherwise provided in the
      articles of incorporation or except as provided in subsection (4), shares so
      acquired constitute authorized but unissued shares of the same class but
      undesignated as to series.





(2)  If
      the
      articles of incorporation prohibit the reissue of acquired shares, the number
      of
      authorized shares is reduced by the number of shares acquired, effective upon
      amendment of the articles of incorporation.





(3)  Articles
      of amendment may be adopted by the board of directors without shareholder
      action, shall be delivered to the Department of State of the State of Florida
      for filing, and shall set forth the information required by Section 607.0631
      of
      the Act.





(4)  Shares
      of
      the corporation in existence on June 30, 1990, which are treasury shares under
      Section 607.004(18), Florida Statutes (1987), shall be issued, but not
      outstanding, until canceled or disposed of by the corporation.





**Section
      7.10.**  **Share
      Options** **.**





(1)  Unless
      the articles of incorporation provide otherwise, the corporation may issue
      rights, options, or warrants for the purchase of shares of the corporation.
      The
      board of directors shall determine the terms upon which the rights, options,
      or
      warrants are issued, their form and content, and the consideration for which
      the
      shares are to be issued.




25




(2)  The
      terms
      and conditions of stock rights and options which are created and issued by
      the
      corporation, or its successor, and which entitle the holders thereof to purchase
      from the corporation shares of any class or classes, whether authorized by
      unissued shares, treasury shares, or shares to be purchased or acquired by
      the
      corporation, may include, without limitation, restrictions, or conditions that
      preclude or limit the exercise, transfer, receipt, or holding of such rights
      or
      options by any person or persons, including any person or persons owning or
      offering to acquire a specified number or percentage of the outstanding common
      shares or other securities of the corporation, or any transferee or transferees
      of any such person or persons, or that invalidate or void such rights or options
      held by any such person or persons or any such transferee or
      transferees.





**Section
      7.11.**  **Terms
      and Conditions of Stock Rights and Options** **.**





The
      terms
      and conditions of the stock rights and options which are created and issued
      by
      the corporation [or its successor], and which entitle the holders thereof to
      purchase from the corporation shares of any class or classes, whether authorized
      but unissued shares, treasury shares, or shares to be purchased or acquired
      by
      the corporation, may include, without limitation, restrictions or conditions
      that preclude or limit the exercise, transfer, receipt or holding of such rights
      or options by any person or persons, including any person or persons owning
      or
      offering to acquire a specified number or percentage of the outstanding common
      shares or other securities of the corporation, or any transferee or transferees
      of any such person or persons, or that invalidate or void such rights or options
      held by any such person or persons or any such transferee or
      transferees.





**Section
      7.12.**  **Share
      Dividends** **.**





(1)  Shares
      may be issued pro rata and without consideration to the corporation's
      shareholders or to the shareholders of one or more classes or series. An
      issuance of shares under this subsection is a share dividend.





(2)  Shares
      of
      one class or series may not be issued as a share dividend in respect of shares
      of another class or series unless:





(a)  The
      articles of incorporation so authorize,





(b)  A
      majority of the votes entitled to be cast by the class or series to be issued
      approves the issue, or





(c)  There
      are
      no outstanding shares of the class or series to be issued.





(3)  If
      the
      board of directors does not fix the record date for determining shareholders
      entitled to a share dividend, it is the date of the board of directors
      authorizes the share dividend.




26




**Section
      7.13.**  **Distributions
      to Shareholders** **.**





(1)  The
      board
      of directors may authorize and the corporation may make distributions to its
      shareholders subject to restriction by the articles of incorporation and the
      limitations in subsection (3).





(2)  If
      the
      board of directors does not fix the record date for determining shareholders
      entitled to a distribution (other than one involving a purchase, redemption,
      or
      other acquisition of the corporation's shares), it is the date the board of
      directors authorizes the distribution.





(3)  No
      distribution may be made if, after giving it effect:





(a)  The
      corporation would not be able to pay its debts as they become due in the usual
      course of business; or





(b)  The
      corporation's total assets would be less than the sum of its total liabilities
      plus (unless the articles of incorporation permit otherwise) the amount that
      would be needed, if the corporation were to be dissolved at the time of the
      distribution, to satisfy the preferential rights upon dissolution of
      shareholders whose preferential rights are superior to those receiving the
      distribution.





(4)  The
      board
      of directors may base a determination that a distribution is not prohibited
      under subsection (3) either on financial statements prepared on the basis of
      accounting practices and principles that are reasonable in the circumstances
      or
      on a fair valuation or other method that is reasonable in the circumstances.
      In
      the case of any distribution based upon such a valuation, each such distribution
      shall be identified as a distribution based upon a current valuation of assets,
      and the amount per share paid on the basis of such valuation shall be disclosed
      to the shareholders concurrent with their receipt of the
      distribution.





(5)  Except
      as
      provided in subsection (7), the effect of a distribution under subsection (3)
      is
      measured;





(a)  In
      the
      case of distribution by purchase, redemption, or other acquisition of the
      corporation's shares, as of the earlier of:





(i)  The
      date
      money or other property is transferred or debt incurred by the corporation,
      or




(ii)  The
      date
      the shareholder ceases to be a shareholder with respect to the acquired
      shares;





(b)  In
      the
      case of any other distribution of indebtedness, as of the date the indebtedness
      is distributed;





(c)  In
      all
      other cases, as of:




27




(i)  The
      date
      the distribution is authorized if the payment occurs within 120 days after
      the
      date of authorization, or





(ii)  The
      date
      the payment is made if it occurs more than 120 days after the date of
      authorization.





(6)  A
      corporation's indebtedness to a shareholder incurred by reason of a distribution
      made in accordance with this section is at parity with the corporation's
      indebtedness to its general, unsecured creditors except to the extent
      subordinated by agreement.





(7)  Indebtedness
      of the corporation, including indebtedness issued as a distribution, is not
      considered a liability for purposes of determinations under subsection (3)
      if
      its terms provide that payment of principal and interest are made only if and
      to
      the extent that payment of a distribution to shareholders could then be made
      under this section. If the indebtedness is issued as a distribution, each
      payment of principal or interest is treated as a distribution, the effect of
      which is measured on the date the payment is actually made.





**ARTICLE
      VIII**





**Amendment
      of Articles and Bylaws**





**Section
      8.01.**  **Authority
      to Amend the Articles of Incorporation** **.**





(1)  The
      corporation may amend its articles of incorporation at any time to add or change
      a provision that is required or permitted in the articles of incorporation
      or to
      delete a provision not required in the articles of incorporation. Whether a
      provision is required or permitted in the articles of incorporation is
      determined as of the effective date of the amendment.





(2)  A
      shareholder of the corporation does not have a vested property right resulting
      from any provision in the articles of incorporation, including provisions
      relating to management, control, capital structure, dividend entitlement, or
      purpose or duration of the corporation.





**Section
      8.02.**  **Amendment
      by Board of Directors** **.**





The
      corporation's board of directors may adopt one or more amendments to the
      corporation's articles of incorporation without shareholder action:





(1)  To
      extend
      the duration of the corporation if it was incorporated at a time when limited
      duration was required by law;





(2)  To
      delete
      the names and addresses of the initial directors;





(3)  To
      delete
      the name and address of the initial registered agent or registered office,
      if a
      statement of change is on file with the Department of State of the State of
      Florida;





(4)  To
      delete
      any other information contained in the articles of incorporation that is solely
      of historical interest;




28




(5)  To
      change
      each issued and unissued authorized share of an outstanding class into a greater
      number of whole shares if the corporation has only shares of that class
      outstanding;





(6)  To
      delete
      the authorization for a class or series of shares authorized pursuant to Section
      607.0602 of the Act, if no shares of such class or series have been
      issued;





(7)  To
      change
      the corporate name by substituting the word "corporation," "incorporated,"
      or
      "company," or the abbreviation "corp.," Inc.," or Co.," for a similar word
      or
      abbreviation in the name, or by adding, deleting, or changing a geographical
      attribution for the name; or





(8)  To
      make
      any other change expressly permitted by the Act to be made without shareholder
      action.





**Section
      8.03.**  **Amendment
      of Bylaws by Board of Directors** **.**





The
      corporation's board of directors may amend or repeal the corporation's bylaws
      unless the Act reserves the power to amend a particular bylaw provision
      exclusively to the shareholders.





**Section
      8.04.**  **Bylaw
      Increasing Quorum or Voting Requirements for Directors** **.**





(1)  A
      bylaw
      that fixes a greater quorum or voting requirement for the board of directors
      may
      be amended or repealed:





(a)  If
      originally adopted by the shareholders, only by the shareholders;





(b)  If
      originally adopted by the board of directors, either by the shareholders or
      by
      the board of directors.





(2)  A
      bylaw
      adopted or amended by the shareholders that fixes a greater quorum or voting
      requirement for the board of directors may provide that it may be amended or
      repealed only by a specified vote of either the shareholders or the board of
      directors.





(3)  Action
      by
      the board of directors under paragraph (1)(b) to adopt or amend a bylaw that
      changes the quorum or voting requirement for the board of directors must meet
      the same quorum requirement and be adopted by the same vote required to take
      action under the quorum and voting requirement then in effect or proposed to
      be
      adopted, whichever is greater.





**ARTICLE
      IX**





**Records
      and Reports**





**Section
      9.01.**  **Corporate
      Records** **.**





(1)  The
      corporation shall keep as permanent records minutes of al 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.




29





(2)  The
      corporation shall maintain accurate accounting records.





(3)  The
      corporation or its agent shall maintain 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.





(4)  The
      corporation shall maintain its records in written form or in another form
      capable of conversion into written form within a reasonable time.





(5)  The
      corporation shall keep a copy of the following records:





(a)  Its
      articles or restated articles of incorporation and all amendments to them
      currently in effect;





(b)  Its
      bylaws or restated bylaws and all amendments to them currently in
      effect;





(c)  Resolutions
      adopted by the board of directors creating one or more classes or series of
      shares and finding their relative rights, preferences, and limitations, if
      shares issued pursuant to those resolutions are outstanding;





(d)  The
      minutes of all shareholders' meetings and records of all action taken by
      shareholders without a meeting for the past three years;





(e)  Written
      communications to all shareholders generally or all shareholders of a class
      or
      series within the past three years, including the financial statements furnished
      for the past three years;





(f)  A
      list of
      the names and business street addresses of its current directors and officers;
      and





(g)  Its
      most
      recent annual report delivered to the Department of State of the State of
      Florida.





**Section
      9.02.**  **Financial
      Statements for Shareholders** **.**





(1)  Unless
      modified by resolution of the shareholders within 120 days of the close of
      each
      fiscal year, the corporation shall furnish its shareholders annual financial
      statements which may be consolidated or combined statements of the corporation
      and one or more of its subsidiaries, as appropriate, that include a balance
      sheet as of the end of the fiscal year, an income statement for that year,
      and a
      statement of cash flows for that year. If financial statements are prepared
      for
      the corporation on the basis of generally-accepted accounting principles, the
      annual financial statements must also be prepared on that basis.




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(2)  If
      the
      annual financial statements are reported upon by a public accountant, his report
      must accompany them. If not, the statements must be accompanied by a statement
      of the president or the person responsible for the corporation's accounting
      records:





(a)  Stating
      his reasonable belief whether the statements were prepared on the basis of
      generally-accepted accounting principles and, if not, describing the basis
      of
      preparation; and





(b)  Describing
      any respects in which the statements were not prepared on a basis of accounting
      consistent with the statements prepared for the preceding year.





(3)  The
      corporation shall mail the annual financial statements to each shareholder
      within 120 days after the close of each fiscal year or within such additional
      time thereafter as is reasonably necessary to enable the corporation to prepare
      its financial statements, if for reasons beyond the corporation's control,
      it is
      unable to prepare its financial statements within the prescribed period.
      Thereafter, on written request from a shareholder who was not mailed the
      statements, the corporation shall mail him the latest annual financial
      statements.





**Section
      9.03.**  **Other
      Reports to Shareholders.**





(1)  If
      the
      corporation indemnifies or advances expenses to any director, officer, employee
      or agent otherwise than by court order or action by the shareholders or by
      an
      insurance carrier pursuant to insurance maintained by the corporation, the
      corporation shall report the indemnification or advance in writing to the
      shareholders with or before the notice of the next shareholders' meeting, or
      prior to such meeting if the indemnification or advance occurs after the giving
      of such notice but prior to the time such meeting is held, which report shall
      include 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.





(2)  If
      the
      corporation issues or authorizes the issuance of shares for promises to render
      services in the future, the corporation shall report in writing to the
      shareholders the number of shares authorized or issued, and the consideration
      received by the corporation, with or before the notice of the next shareholders'
      meeting.





**Section
      9.04.**  **Annual
      Report for Department of State** **.**





(1)  The
      corporation shall deliver to the Department of State of the State of Florida
      for
      filing a sworn annual report on such forms as the Department of State of the
      State of Florida prescribes that sets forth the information prescribed by
      Section 607.1622 of the Act.





(2)  Proof
      to
      the satisfaction of the Department of State of the State of Florida on or before
      July 1 of each calendar year that such report was deposited in the United States
      mail in a sealed envelope, properly addressed with postage prepaid, shall be
      deemed in compliance with this requirement.




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(3)  Each
      report shall be executed by the corporation by an officer or director or, if
      the
      corporation is in the hands of a receiver or trustee, shall be executed on
      behalf of the corporation by such receiver or trustee, and the signing thereof
      shall have the same legal effect as if made under oath, without the necessity
      of
      appending such oath thereto.





(4)  Information
      in the annual report must be current as of the date the annual report is
      executed on behalf of the corporation.





(5)  Any
      corporation failing to file an annual report which complies with the
      requirements of this section shall not be permitted to maintain or defend any
      action in any court of this state until such report is filed and all fees and
      taxes due under the Act are paid and shall be subject to dissolution or
      cancellation of its certificate of authority to do business as provided in
      the
      Act.





**ARTICLE
      X**





**Miscellaneous**





**Section
      10.01.**  **Definition
      of the "Act"** **.**





All
      references contained herein to the "Act" or to sections of the "Act" shall
      be
      deemed to be in reference to the Florida Business Corporation Act.





**Section
      10.02.**  **Application
      of Florida Law** **.**





Whenever
      any provision of these bylaws is inconsistent with any provision of the Florida
      Business Corporation Act, Statutes 607, as they may be amended from time to
      time, then in such instance Florida law shall prevail.





**Section
      10.03.**  **Fiscal
      Year** **.**





The
      fiscal year of the corporation shall be determined by resolution of the board
      of
      directors.





**Section
      10.04.**  **Conflicts
      with Articles of Incorporation** **.**





In
      the
      event that any provision contained in these bylaws conflicts with any provision
      of the corporation's articles of incorporation, as amended from time to time,
      the provisions of the articles of incorporation shall prevail and be given
      full
      force and effect, to the full extent permissible under the Act.





**Section
      10.05.** **Emergency
      By-Laws** **.**





In
      the
      event of an emergency, as currently or hereafter defined or described under
      Section 607.02.07 of the Florida Business Corporation Act, and if there are
      no
      officers or directors in office or serving based on death, incapacity or
      resignation, the corporation, acting through shareholders representing a
      majority in interest of shares and who purport to be shareholders of the
      corporation, shall have a right to designate one or more persons to serve as
      director or directors of the corporation until formal procedures can be
      established in order to elect a director or directors to serve on the board
      of
      directors of the corporation. In the event the number of shareholders shall
      ultimately be determined not to be a majority in interest of the shareholder
      interest of the corporation, the actions taken by such shareholders, on the
      good
      faith belief that they are acting as a majority in interest of the shareholders
      of the corporation, shall be deemed valid and proper.





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