Exhibit
      10.1

     

    AMENDED
      AND RESTATED

    BY-LAWS
      OF

    21ST
      CENTURY HOLDING COMPANY

    (November
      27, 2007)

    


    ARTICLE
      I

    Offices

    


    Section
      1. Name.
      The
      name of the company is 21st Century Holding Company, a Florida Corporation
      (the
“Company”).

    


    Section
      2. Other
      Offices.
      The
      location of the registered office of the Company shall be as stated in the
      Articles of Incorporation, which location may be changed from time to time
      by
      the Company’s Board of Directors (the “Board of Directors”). The Company may
      also have 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 as the
      business of the Company may require.

    


    ARTICLE
      II

    Meetings
      of Shareholders

    


    Section
      1. Annual
      Meetings.
      All
      annual meetings of the shareholders of the Company for the election of directors
      and for such other business as may properly come before the meeting shall be
      held (i) on the first Tuesday of June of each calendar year at 11:00 a.m.,
      Eastern time, or on such other date or at such other time as may be fixed,
      from
      time to time, by the Board of Directors, and (ii) at such place, within or
      without the State of Florida, as may be designated by or on behalf of the Board
      of Directors and stated in the notice of meeting or in a duly executed waiver
      of
      notice thereof.

    


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      be altered, amended or repealed except by an affirmative vote of at least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

    


    Section
      3. Notice.
      A
      written notice of each meeting of shareholders shall be given to each
      shareholder entitled to vote at the meeting, at the address as it appears on
      the
      stock transfer records of the Company, not less than ten nor more than 60 days
      before the date of the meeting, by or at the direction of the President, the
      Secretary or the officer or persons calling the meeting.

    


    The
      notice so given shall state the date, time and place of meeting and, in the
      case
      of a special shareholders’ meeting, the purpose or purposes for which the
      meeting is called.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      5. Record
      Date.
      For the
      purpose of determining shareholders entitled to notice of or to vote at a
      shareholders’ meeting, to demand a special meeting, to act by written consent or
      to take any other action, the Board of Directors may fix in advance a date
      as
      the record date for any such determination of shareholders, such date in any
      case to be not more than 70 days nor, in the case of a shareholders’ meeting,
      less than ten days, prior to the date on which the particular action requiring
      such determination of shareholders is to be taken. If no record date is fixed
      for the determination of shareholders entitled to notice or to vote at a
      shareholders’ meeting, then the record date for such shall be the close of
      business on the day before the first notice is delivered to
      shareholders.

    


    Section
      6. Quorum.
      A
      majority of the shares entitled to vote on a matter, represented in person
      or by
      proxy, shall constitute a quorum for action on that matter at a meeting of
      shareholders. If a quorum is not present or represented at a meeting of
      shareholders, the holders of a majority of the shares represented, and who
      would
      be entitled to vote at a meeting if a quorum were present, may adjourn the
      meeting from time to time and to another place, without notice other than
      announcement at the meeting, until a quorum shall be present or represented.
      Once 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.

    


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

    


    Section
      8. Proxies.
      A
      shareholder entitled to vote at any meeting of shareholders or any adjournment
      thereof may vote in person or by proxy. A shareholder may appoint a proxy to
      vote or otherwise act for him by signing an appointment form, either personally
      or by his attorney-in-fact. An appointment of proxy is effective when received
      by the Secretary or other officer or agent authorized to tabulate
      votes.

    


    Section
      9. No
      Shareholder Action Without a Meeting.
      Any
      action required or permitted to be taken by the shareholders of the Company
      shall be taken at a duly called annual or special meeting of such holders and
      may not he taken by any consent in writing by such holders. Notwithstanding
      anything contained in these Bylaws to the contrary, this Article II, Section
      9
      shall not be altered, amended or repealed except by an affirmative vote of
      at
      least two-thirds of the outstanding shares of capital stock of the Company
      entitled to vote at a shareholders’ meeting duly called for such
      purpose.

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


    ARTICLE
      III

    Directors

    


    Section
      1. Powers.
      All
      corporate powers shall be exercised by or under the authority of, and the
      business and affairs of the Company shall be managed under the direction of
      the
      Board of Directors. Directors must be natural persons who are at least 18 years
      of age but need not be residents of Florida or shareholders of the
      Company.

    


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

    


    Section
      3. Number,
      Election & Term.
      The
      Company’s Board of Directors shall consist of not less than three nor more than
      15 members, with the exact number to be fixed from time to time in accordance
      with a resolution adopted by a majority of the entire Board of Directors. No
      decrease in the number of directors shall have the effect of shortening the
      term
      of any incumbent director. The Board of Directors shall be divided into three
      classes, designated as Class I, Class II and Class III. The number of directors
      in each class shall be as nearly equal in number as practicable. The term of
      the
      Class I directors shall expire at the next ensuing annual meeting of
      shareholders; the term of the Class II directors shall expire at the annual
      meeting of shareholders held one year thereafter; and the term of the Class
      III
      directors shall expire at the annual meeting of shareholders held one year
      thereafter, in each case until his or her successor is duly elected and
      qualified or until his or her earlier resignation, death, incapacity or removal
      from office. Upon the expiration of the initial terms of office for each class
      of directors, the successor directors of each class shall be elected for a
      full
      term of three years, to serve until their successors are duly elected and
      qualified or until their earlier resignation, death, incapacity or removal
      from
      office. The Board of Directors shall apportion any increase or decrease in
      the
      number of directors among the classes as nearly equal in number as
      possible.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      4. Vacancies.
      Whenever any vacancy on the Board of Directors shall occur due to death,
      resignation, retirement, disqualification, removal, increase in the number
      of
      directors, or otherwise, a majority of the remaining directors in office,
      although less than a quorum of the Board of Directors, may fill the vacancy
      for
      the balance of the unexpired term, at which time a successor or successors
      shall
      be duly elected by the shareholders and qualified. Notwithstanding the
      provisions of any other Article hereof, only the remaining directors of the
      Company shall have the authority, in accordance with the procedure stated
      herein, to fill any vacancy that arises on the Board of Directors.

    


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

    


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

    


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

    


    Section
      8. Committees.
      The
      Board of Directors, by resolution adopted by a majority of the full Board of
      Directors, may designate from among its members an executive committee, a
      compensation committee, an audit committee and one or more other committees
      each
      of which must have at least two members and, to the extend provided in the
      designating resolution, shall have and may exercise all the authority of the
      Board of Directors, except such authority as may be reserved to the Board of
      Directors under Florida law.

    


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

    


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

    


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

    


    (d) Meetings.
      Regular
      meetings of each committee may be held without the giving of notice if a day
      of
      the week, a time, and a place shall have been established by the committee
      for
      such meetings. Special meetings (and, if the requirements of the preceding
      sentence have not been met, regular meetings) shall be called as provided in
      Section 9 with respect to notices of special meetings of the Board of
      Directors.

    


    (e) Quorum
      and Manner of Acting.
      A
      majority of the members of each committee shall be present either in person
      or
      by telephone, radio, television, or similar means of communication through
      which
      all persons participating may simultaneously hear each other at all times,
      at
      each meeting of such committee in order to constitute a quorum for the
      transaction of business. The act of a majority of the members so present at
      a
      meeting at which a quorum is present shall be the act of such committee. The
      members of each committee shall act only as a committee, and shall have no
      power
      or authority, as such, by virtue of their membership on the
      committee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


    Section
      9. Meetings.
      Regular
      and special meetings of the Board of Directors shall be held at the principal
      place of business of the Company or at any other place, within or without the
      State of Florida, designated by the person or persons entitled to give notice
      of
      or otherwise call the meeting. Meetings of the Board of Directors may be called
      by the President or by any two directors. Members of the Board of Directors
      (and
      any committee of the Board of Directors) may participate in a meeting of the
      Board of Directors (or any committee of the Board of Directors) by means of
      a
      conference telephone or similar communications equipment through which all
      persons participating may simultaneously hear each other during the meeting;
      participation by these means constitutes presence in person at the
      meeting.

    


    Section
      10. Notice
      of Meetings.
      Regular
      meetings of the Board of Directors may be held without notice of the date,
      time,
      place or purpose of the meeting, so long as the date, time and place of such
      meetings are fixed generally by the Board of Directors. Special meetings of
      the
      Board of Directors must be preceded by at least two days’ written notice of the
      date, time and place of the meeting. The notice need not describe either the
      business to be transacted at or the purpose of the special meeting.

    


    Section
      11. Waiver
      of Notice.
      Notice
      of a meeting of the Board of Directors need not be given to a director who
      signs
      a waiver of notice either before or after the meeting. Attendance of a director
      at a meeting shall constitute a waiver of notice of that meeting and a waiver
      of
      any and all objections to the place of the meeting, the time of the meeting
      and
      the manner in which it has been called or convened, except when a director
      states, at the beginning of the meeting or promptly upon arrival at the meeting,
      any objection to the transaction of business because the meeting is not lawfully
      called or convened. The waiver of notice need not describe either the business
      to be transacted at or the purpose of the special meeting.

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      13. Shareholder
      Nominations for Director Candidates.
      Only
      persons who are nominated in accordance with the following procedures shall
      be
      eligible for election as directors. Nominations of persons for election to
      the
      Board of Directors of the Company may be made at a meeting of shareholders
      by or
      at the direction of the Board of Directors by any nominating committee or person
      appointed by the Board of Directors or by any shareholder of the Company
      entitled to vote for the election of directors at the meeting who complies
      with
      the notice procedures set forth in this Article III, Section 13. Such
      nominations, other than those made by or at the direction of the Board of
      Directors, shall be made pursuant to timely notice in writing to the Secretary
      of the Company. To be timely, a shareholder’s notice shall be delivered to or
      mailed and received at the principal executive offices of the Company not less
      than 60 days nor more than 90 days prior to the meeting; provided, however,
      that
      in the event that less than 70 days’ notice or prior public disclosure of the
      date of the meeting is given or made to shareholders, notice by the shareholder
      to be timely must be so received not later than the close of business on the
      tenth day following the date on which such notice of the date of the meeting
      was
      mailed or such public disclosure was made whichever first occurs. Such
      shareholder’s notice to the Secretary shall set forth (a) as to each person whom
      the shareholder proposes to nominate for election or re-election as a director,
      (i) the name, age, business address and residence address of the person, (ii)
      the principal occupation or employment of the persons, (iii) the class and
      number of shares of capital stock of the Company which are beneficially owned
      by
      the, person, (iv) the consent of each nominee to serve as a director of the
      Company if so elected, and (v) any other information relating to the person
      that
      is required to be disclosed in solicitations for proxies for election of
      directors pursuant to Rule 14a under the Securities Exchange Act of 1934, as
      amended; and (b) as to the shareholder giving the notice, (i) the name and
      record address of shareholder, and (ii) the class and number of shares of
      capital stock of the Company which are beneficially owned by the shareholder.
      The Company may require any proposed nominee to furnish such other information
      as may reasonably be required by the Company to determine the eligibility of
      such proposed nominee to serve as director of the Company. No person shall
      be
      eligible for election as a director of the Company unless nominated in
      accordance with the procedures set forth herein.

    


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

    


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

    


    ARTICLE
      IV

    Officers

    


    Section
      1. Officers.
      The officers of the Company shall consist of a President, one or more Vice
      Presidents and Secretaries and a Treasurer and if elected by the Board of
      Directors by resolution, a Chairman. Such other officers and assistant officers
      and agents as may be deemed necessary or desirable may be appointed by the
      Board
      of Directors. Any two or more offices may be held by the same
      person.

    


    Section
      2. Duties.
      The
      officers of the Company shall have the following duties:

    


    The
      Chief
      Executive Officer shall have general and active management of the business
      and
      affairs of the Company subject to the direction of the Board of
      Directors.

    


    The
      Chief
      Executive Officer shall see to it that all orders and resolutions of the Board
      of Directors are carried into effect. In the absence of the Chairman of the
      Board of Directors or in the event the Board of Directors shall not have
      designated a Chairman of the Board of Directors, the Chief Executive Officer
      shall preside at all meetings of the Board of Directors and
      shareholders.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      President shall have such powers and perform such duties as the Board of
      Directors shall from time to time designate. In the absence or disability of
      the
      Chief Executive Officer, the President shall have the powers and shall exercise
      the duties of the Chief Executive Officer.

    


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

    


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

    


    The
      Treasurer shall have custody of all corporate funds, securities and financial
      records, shall keep full and accurate accounts of receipts and disbursements
      in
      books belonging to the Company and shall deposit all moneys and other valuable
      effects in the name and to the credit of the Company in such depositaries as
      may
      be designated by the Board of Directors. He shall disburse the funds of the
      Company as may be ordered by the Board of Directors, taking proper vouchers
      for
      such disbursements, and shall render an account of all his transactions as
      treasurer and of the financial condition of the Company at regular meetings
      of
      the Board of Directors or when the Board of Directors so requests. The Treasurer
      shall also perform such other duties as are prescribed by the Board of
      Directors.

    


    Each
      Assistant Secretary and Assistant Treasurer, if any, shall be appointed by
      the
      Board of Directors and shall have such powers and shall perform such duties
      as
      shall be assigned to them by the Board of Directors.

    


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

    


    Section
      4. Removal
      of Officer. The Board of Directors may remove any officer at any time with
      or
      without cause.

    


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

    


    ARTICLE
      V

    Stock
      Certificates

     

    Section
      1. Certificate
      of Stock.
      Shares
      of the Corporation may, but need not, be represented by certificates. Each
      shareholder shall be entitled to a certificate of the capital stock of the
      Corporation in such form as may be prescribed from time to time by the
      Directors. No certificate shall be issued for any share until the consideration
      therefore has been fully paid. The certificate shall be signed by the President
      and the Secretary of the Company, or any other officer so designated by the
      Board of Directors, but when a certificate is counter-signed by a transfer
      agent
      or a registrar, other than a Director, officer or employee of the Corporation,
      such signature may be a facsimile. In case any officer who has signed or whose
      facsimile signature has been placed upon such certificate shall have ceased
      to
      be such officer before such certificate is issued, it may be issued by the
      Corporation with the same effect as if he or she were such officer at the time
      of its issue. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      2. Book
      Entry Shares.
      The
      Corporation may issue shares of its capital stock in book-entry (uncertificated)
      form. In such event, all references in these By-laws to the delivery of stock
      certificates shall be inapplicable. The Corporation’s transfer agent shall keep
      appropriate records indicating the number of shares of capital stock owned
      by
      each person to whom shares are issued, any restrictions applicable to such
      shares of capital stock and the duration thereof, and other relevant
      information. Upon expiration of any applicable restrictions for any reason,
      the
      transfer agent shall adjust its records to reflect the expiration of such
      restrictions, and by notifying the person in whose name such shares were issued
      that such restrictions have lapsed. 

    


    Section
      3. Legends
      for Preferences and Restrictions on Transfer.
      If the
      Company shall be authorized to issue more than one class of stock or more them
      one series of any class, the powers, designations, preferences and relative,
      participating, optional or other special rights of each class of stock or series
      thereof and the qualifications or restrictions of such preferences and/or rights
      shall be set forth in full or summarized on the face or back of the certificate
      which the Company shall issue to represent such class or series of stock,
      provided that, except as otherwise provided by law, in lieu of the foregoing
      requirements, there be set forth on the face or back of the certificate which
      the Company shall issue to represent such class or series of stock, a statement
      that the Company will furnish without charge to each shareholder who so requests
      the powers, designations, preferences and relative, participating, optional,
      or
      other special rights of each class of stock or series thereof and the
      qualifications, limitations or restrictions of such preferences and/or
      rights.

    


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

    


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

    


    Section
      4. Facsimile
      Signatures.
      Any and
      all signatures on the certificate may be a facsimile. In case any officer,
      transfer agent or registrar who has signed or whose facsimile signature has
      been
      placed upon such certificate shall have ceased to be such officer, transfer
      agent or registrar before such certificate is issued, it may be issued by the
      Company with the same effect as if he were such officer, transfer agent or
      registrar at the date of the issue.

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      7. Lost,
      Stolen or Destroyed Certificates.
      If a
      shareholder claims to have lost or destroyed a certificate of shares issued
      by
      the Company, a new certificate shall be issued upon delivery to the Company
      of
      an affidavit of that fact by the person claiming the certificate of stock to
      be
      lost, stolen or destroyed, and, at the discretion of the Board of Directors,
      upon the deposit of a bond or other indemnity as the Board of Directors
      reasonably requires.

    


    ARTICLE
      VI

    Distributions

    


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

    


    ARTICLE
      VII

    Corporate
      Records

    


    The
      Company shall keep as permanent records minutes of all meetings of its
      shareholders and Board of Directors, a record of all actions taken by the 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
      Company. The Company shall also maintain accurate accounting records and a
      record of its shareholders in a form that permits preparation of a list of
      the
      names and addresses of all shareholders in alphabetical order by class of shares
      showing the number and series of shares held by each.

    


    ARTICLE
      VIII

    Indemnification
      of Officers,

    Directors,
      Employees and Agents

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


    Section
      5. Insurance.
      The
      Company may purchase and maintain insurance on behalf of any person who is
      or
      was a director, officer, employee or agent of the Company, or is or was serving
      at the request of the Company as a director, officer, employee, trustee or
      agent
      of another Company partnership, joint venture, trust or other enterprise
      (including serving as a fiduciary of an employee benefit plan), with respect
      to
      any liability asserted against him and incurred by him in any such capacity
      or
      arising out of his status as such, whether or not the Company would have the
      power to indemnify him against such liability under the provisions of this
      Article or the applicable provisions of Florida law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    ARTICLE
      IX

    Miscellaneous

    


    Section
      1. Corporate
      Seal. The corporate seal of the Company shall be circular in form and shall
      include the name and jurisdiction of incorporation of the Company.

    


    Section
      2. Fiscal
      Year. The fiscal year of the Company shall end on December 31 of each calendar
      year, unless otherwise fixed by resolution of the Board of
      Directors.

    


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

    


    ARTICLE
      X

    Amendment

    


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