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                                                                   EXHIBIT 3.2

                                                          AMENDED AND RESTATED
                                                         THROUGH JUNE 15, 1999



                         AMENDED AND RESTATED BYLAWS

                                      OF

                              TBM HOLDINGS, INC.
                           (A FLORIDA CORPORATION)

                                  ARTICLE I

                                IDENTIFICATION

            1.1  Name.  The name of the corporation is TBM Holdings, Inc.

            1.2  Registered Office.  The registered office of the Corporation
shall be located in Tallahassee, Florida.  The Corporation may have other
offices, within or without the State of Florida, as the Board of Directors
may determine from time to time or the business of the Corporation may
require.

                                  ARTICLE II

                           MEETINGS OF SHAREHOLDERS

            2.1  Annual Meeting.  An annual meeting of the shareholders of
the Corporation shall be held each year on such date and time in the first
six months of the Corporation's fiscal year as shall be designated by the
Board of Directors, the chairman, if any, or the president of the
Corporation, or in the absence of such designation, on the first Tuesday of
the seventh month of the fiscal year, if not a legal holiday, and if a legal
holiday, then on the next succeeding business day, or on such other date and
at such time as shall be fixed by the Board of Directors, the chairman, if
any, or the president and stated in the notice of the meeting.  At such
meeting, the shareholders shall elect by plurality vote directors and
transact such other business as may properly come before the meeting.

            2.2  Special Meetings.  Unless otherwise prescribed by law or by
the Articles of Incorporation of the Corporation, a special meeting of the
shareholders shall be held on call of a majority of the members of the Board
of Directors, the chairman, if any, or the president.  Only business within
the purpose or purposes of the special meeting notice may be conducted at a
special shareholders' meeting.

            2.3  Place of Meetings.  Both annual and special meetings of
shareholders shall be held at the principal office of the Corporation, or at
such other place, either within or without the


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State of Florida, as shall be designated by the body calling the meeting and
stated in the notice of meeting or in a duly executed waiver of notice
thereof.

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

            2.5  Notice of Adjourned Meeting.  When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the date, time and place to which the meeting is
adjourned are announced at the meeting before the adjournment is taken, and
at the adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, after the
adjournment, a new record date for the adjourned meeting is or must be fixed
by law, a notice of the adjourned meeting shall be given as provided in this
section to each shareholder of record on the new record date entitled to vote
at such adjourned meeting.

            2.6  Closing of Transfer Books and Fixing Record Date.  For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive a
distribution or in order to make a determination of shareholders for any
other purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be
not more than seventy (70) days before the meeting or action requiring a
determination of shareholders.  For the purpose of determining those
shareholders entitled to take action without a meeting, such record date
shall be at least ten (10) days prior to the action requiring a determination
of shareholders.  For the purpose of determining those shareholders entitled
to notice of and to vote at an annual or special meeting, such record date
shall be at least ten (10) days before the meeting.  Notwithstanding the
foregoing, so long as the Corporation is subject to Section 14 of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder relating to proxy solicitations (the "Proxy Rules"), the record
date fixed by the Board of Directors for any annual or special meeting of the
shareholders or any action by the shareholders to be taken by written consent
without a meeting shall comply as necessary with the Proxy Rules.

               Once a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.

            2.7  Shareholder Quorum and Voting.  A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders, unless otherwise required by law or the
Articles of Incorporation. When a specified item of business is


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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 items of business by that class or series, unless otherwise required
by law or the Articles of Incorporation.  If a quorum exists, action on a
matter other than the election of directors, is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by law or the Articles of
Incorporation.

            2.8  Voting of Shares.  Except as otherwise provided by law or
the Articles of Incorporation, each outstanding share, regardless of class,
shall be entitled to one (1) vote on each matter submitted to a vote or
action of the shareholders.

            2.9  Waiver of Notice.  A shareholder may waive any notice
required by law, the Articles of Incorporation or these 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 shareholders need be specified in any written
waiver of notice.

                A shareholder's attendance at a meeting 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 waives objection to consideration of a particular
matter at the meeting that is not within the purposes described in the
meeting notice, unless the shareholder objects to considering the matter when
presented.

            2.10  Proxies.  A shareholder or such shareholder's
attorney-in-fact or other person entitled to vote on behalf of such
shareholder by statute, may vote the shareholder's shares in person or by
proxy.  Every proxy must be signed by the shareholder or his
attorney-in-fact. 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 eleven (11) months from the date thereof,
unless a longer period is expressly provided in the appointment form.  An
appointment of a proxy is revocable by the shareholder executing it, unless
the appointment conspicuously states that it is irrevocable and the
appointment is coupled with an interest.

            2.11  Action by Shareholders Without a Meeting.  Except as may
otherwise be provided in the Articles of Incorporation, action required or
permitted by law to be taken at an annual or special meeting of shareholders
may be taken without a meeting, without prior notice and without a vote, if
one or more written consents describing the action taken are dated and signed
by the holders of not less than the minimum number of votes of each voting
group that would be necessary to authorize or take such action at a meeting
at which all voting groups entitled to vote thereon were present and voted.
To be effective, the written consents must be delivered to the Corporation by
delivery to its principal office in Florida, its principal place of business,
the corporate secretary or another officer or agent of the Corporation having
custody of the records 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


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earliest dated consent delivered in the manner required by law, written
consents signed by the requisite number of holders required to take the
action are delivered to the Corporation as herein provided.

                 Within ten (10) days after obtaining such authorization by
written consent, notice shall be given to those shareholders who have not
consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action
and, if the action be a merger or other action for which dissenters' rights
are provided by law, the notice shall contain a clear statement of the right
of shareholders dissenting therefrom to be paid the fair value of their
shares upon compliance with the applicable provisions of law regarding the
rights of dissenting shareholders.

                                 ARTICLE III

                                  DIRECTORS

            3.1  Function.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its Board of Directors, subject to any
limitations now or hereafter set forth in the Articles of Incorporation.

            3.2  Compensation.  The Board of Directors shall have the
authority to fix from time to time the compensation of directors.

            3.3  Standards for Directors.  A director shall perform his
duties as a director, including his duties as a member of any committee of
the Board upon which he may serve, in good faith; in a manner he reasonably
believes to be in the best interests of the Corporation, and  with the care
an ordinarily prudent person in a like position would exercise under similar
circumstances.

            In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:

            (a)   One 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 which the director reasonably believes to be within such person's
professional or expert competence; or

            (c)   A committee of the Board upon which he does not serve, duly
designated in accordance with the provisions of the Articles of Incorporation
or these Bylaws, as to matters within its designated authority, which
committee the director reasonably believes merits competence.


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            A director shall not be considered to be acting in good faith if
he has knowledge of the matter in question that would cause such reliance
described above to be unwarranted.

            3.4  Number.  The Board of Directors shall consist of not less
than one  (1) director nor more than fifteen (15) directors, the exact number
of directors to be determined from time to time by the Board of Directors, or
in the absence of such determination, shall be that number of directors
elected at the preceding annual meeting plus the number, if any, elected
since such meeting to fill a vacancy created by an increase in the size of
the Board of Directors.  The number of directors may be increased or
decreased in the same manner or by amendment to these Bylaws, but no such
decrease shall have the effect of shortening the term of any incumbent
director.

            3.5  Election and Term.   Directors shall be elected by plurality
vote.  At each annual meeting of the shareholders, the shareholders entitled
to vote thereon shall elect directors to hold office until the next
succeeding annual meeting and until their respective successors shall have
been duly elected and qualified or until their earlier resignation or removal.

            3.6  Vacancies.  Any vacancy occurring on the Board of Directors,
including a vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors.  A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

            3.7  Removal of Directors.  The shareholders may remove one or
more directors with or without cause at a meeting of the shareholders,
provided that the notice of the meeting states that the purpose, or one of
the purposes of the meeting, is the removal of such director or directors.

            3.8  Quorum.  A majority of the number of directors then fixed in
the manner provided in these Bylaws shall constitute a quorum for the
transaction of business, unless otherwise provided in the Articles of
Incorporation or these Bylaws. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors, unless the act of a greater number is required by law,
the Articles of Incorporation or these Bylaws.

            3.9  Place of Meetings.  Meetings of the Board of Directors,
regular or special, may be held within or without the State of Florida.

            3.10  Regular Meetings.  Each newly elected Board of Directors
may hold a regular organizational meeting to elect officers and to transact
such other business immediately following the annual meeting of the
shareholders, and no notice of such meeting shall be necessary for any
purpose, or such meeting may be held at such other place, date and time as
may be fixed in a notice of meeting given in accordance with the notice
requirements for a special meeting.  Other regular meetings of the Board of
Directors may be held upon such notice,


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or without notice, and at such time and place as shall from time to time be
determined by the Board of Directors.

            3.11  Special Meetings.  Special meetings of the Board of
Directors may be called by the chairman of the Board, if any, the president
or the secretary or by a majority of the directors then in office on at least
two (2) days' notice to each director,  given either by mail, facsimile
transmission, telegram, e-mail or other form of recorded communication or
orally, in person or by telephone.

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

                 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.

            3.13  Participation by Conference Telephone or other Means.  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 communications by which all directors participating may
simultaneously hear one another during the meeting.  Participation in this
manner constitutes presence in person at a meeting.

            3.14  Action Without a Meeting.  Unless the Articles of
Incorporation provide otherwise,  any action required or permitted to be
taken at a meeting of the Board of Directors or a committee thereof may be
taken without a meeting if the action is taken by all members of the Board of
Directors 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.  Action taken in this manner is effective when the last
director or committee member signs the consent, unless the consent specifies
a different effective date.

                                  ARTICLE IV

                           COMMITTEES OF THE BOARD

            4.1  Designation.  The Board of Directors shall have such
standing committees as are provided in these Bylaws and may, by resolution
adopted by a majority of the full Board of


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 Directors, constitute one or more other standing or special committees, each
such committee to have two or more members who serve at the pleasure of the
Board of Directors.  A majority of the members of the Board 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 disqualified member at any meeting of
the committee.  Any such committee shall have and may exercise the powers and
authority of the Board of Directors to the extent provided in these Bylaws or in
the resolution of the Board, as in effect from time to time, constituting the
committee or dealing with the scope of its powers, provided, however, that no
such committee shall be entitled to take any action prohibited by law from time
to time.

            4.2  Committee Action.  The provisions of these Bylaws which
govern meetings of the Board of Directors, notice and waiver of notice of
such meetings, and quorum and voting requirements thereof shall apply to
committees and their members as well.  Each committee shall keep records of
its acts and proceedings and report the same to the Board of Directors as and
when required by the Board.  Any member of a Committee may be removed from a
committee at any time, with or without cause, by the affirmative vote of a
majority of the members of the Board.

            4.3  Standing Committees.  The Corporation shall have the
following standing committees:

               (a)  Compensation Committee.  The Compensation Committee shall
be composed of at least three directors, at least a majority of whom shall
not be officers or employees of the Corporation.  The Compensation Committee
shall be responsible for approving and recommending as necessary to the Board
of Directors the compensation arrangements for key management personnel of
the Corporation and the Corporation's subsidiaries and affiliates.  The
Compensation Committee shall also be responsible for making recommendations
to the Board of Directors with respect to the adoption of any incentive
compensation, retirement or other similar plans benefiting the directors,
officers and other key employees of the Corporation and the Corporation's
subsidiaries and affiliates.  This Committee shall also be responsible for
reviewing and considering any loans or other financial accommodations to be
made to key management personnel of the Corporation, ensuring that they are
in compliance with applicable law and any policies pertaining thereto
promulgated by the Corporation.

               (b)  Audit Committee.  The Audit Committee shall be composed of
two or more directors who are not officers or employees of the Corporation.  The
Audit Committee shall be responsible for (i) recommending to the Board the firm
to be appointed by the Corporation as its independent auditors; (ii) consulting
with the Corporation's auditors on the plan of audit; (iii) reviewing with the
Corporation's auditors the proposed audited financial statements of the
Corporation and its consolidated subsidiaries, and accompanying management
letter, if any, and reporting on the same to the Board; and (iv) reviewing with
the Corporation's auditors periodically the adequacy of the Corporation's
internal controls and where necessary, consulting with the Corporation's Chief
Financial Officer and other financial personnel regarding same.  The Audit
Committee shall also be responsible for reviewing all related party transactions
to which


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the Corporation is a party for potential conflicts of interest and making
appropriate recommendations to the Board regarding same.

                                  ARTICLE V

                                   OFFICERS

            5.1  Designation; Election.  A president, a secretary and when
deemed necessary by the Board of Directors, a chairman of the board, one or
more vice presidents, a treasurer and other officers, assistant officers and
agents, shall be elected by the Board of Directors to hold office until their
respective successors are duly elected and qualified or until their earlier
resignation or removal.

            5.2  Duties.  The officers of the Corporation shall have the
following duties:

                (a)  Chairman of the Board.  If designated as chief executive
officer of the Corporation, the chairman of the board shall have the duties
and authority customarily vested in a chief executive officer of a
corporation, including general and active management of the business and
affairs of the Corporation, subject to the direction of the Board of
Directors.  The chairman shall also preside at all meetings of the
shareholders and Board of Directors.  The chairman shall have and perform
such other duties as may from time to time be assigned by the Board of
Directors.

                (b)  President.  If the chairman of the board has not been
designated as the chief executive officer of the Corporation or no chairman
of the board has been appointed, the Board of Directors may, but shall not be
required to designate the president as the chief executive officer of the
Corporation, in which event the president shall have general and active
management of the business and affairs of the Corporation, subject to the
direction of the Board of Directors and shall preside at all meetings of the
shareholders and Board of Directors. In the event that a chairman of the
board has been appointed and designated by the Board of Directors as chief
executive officer of the Corporation, the president shall be responsible for
the day to day management of the Corporation.  The president shall also
perform such other duties and have such other authority and powers as these
Bylaws may provide or as the Board of Directors or chairman may prescribe
from time to time.

                (c)  Vice Presidents.  Vice presidents, when elected, shall
have the respective powers and perform the respective duties as the Board or
the president may from time to time assign and shall perform such other
duties as may be prescribed by these Bylaws.  At the request of the
president, or in case of his absence or inability to act, the vice president
designated by the Board or the president, shall perform the duties of the
president and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the president.

                (d)  Secretary.  The secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders and record all
votes, actions and the minutes of all proceedings in a book to be kept for
that purpose and shall perform like duties for the committees


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of the Board when required.  The secretary shall also give, or cause to be
given, notice of all meetings of the shareholders and where required,
meetings of the Board of Directors and shall be the principal officer of the
Corporation responsible for authenticating the corporate records.  The
secretary shall also perform such other duties as these Bylaws may provide or
the Board of Directors or the president may assign from time to time.

                (e)  Assistant Secretary.  Assistant secretaries, when
elected in the order determined by the Board of Directors, shall, in the
absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary.  They shall also perform
such other duties and have such other powers as the Board of Directors may
from time to time prescribe or as the president or secretary may from time to
time delegate.

                (f)  Treasurer.  The treasurer shall be the financial officer
of the Corporation, charged with overall oversight of its fiscal affairs.  In
such capacity, the treasurer shall cause to be prepared the financial
statements of the Corporation and shall make reports in respect thereof and
the Corporation's financial condition, whenever requested by the Board of
Directors.  The treasurer shall have general oversight of the other financial
personnel of the Corporation and the administration of the Corporation's
funds and other valuables.  In furtherance thereof, such officer shall
arrange for all funds and other valuables of the Corporation to be deposited
in the name and to the credit of the Corporation in depositories designated
by the Board of Directors.  The treasurer shall perform such other duties and
have such other authority and powers as the Board of Directors may from time
to time prescribe or as the president may from time to time delegate.

                (g)  Assistant Treasurer.  Assistant treasurers, in the order
determined by the Board of Directors, shall, in the absence or disability of
the treasurer, perform the duties and have the authority and exercise the
powers of the treasurer.  Any assistant treasurer shall also perform such
other duties and have such other powers as the Board of Directors may from
time to time prescribe or the president or treasurer may from time to time
delegate.

                (h)  Other Officers.  Such other officers as are appointed
shall exercise such duties and have such powers as the Board may assign.

            5.3  Transfer of Authority.  In case of the absence or
disqualification of any officer of the Corporation or for any other reason
that the Board may deem sufficient, the Board may transfer the powers or
duties of that officer to any other officer or to any director or employee of
the Corporation, provided that a majority of the entire Board approves.

            5.4  Resignations; Removal.  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.  Any
officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors at any time with or without cause.


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                Removal of an officer shall be without prejudice to the
contract rights, if any, of the officer so removed.  The election or
appointment of an officer or agent shall not of itself create any such
contract rights.

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

                                  ARTICLE VI

                                CAPITAL STOCK

            6.1  Certificates Representing Shares.  The shares of the
Corporation shall be represented by certificates, provided that the Board may
provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares.  Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation.  Notwithstanding the adoption of such a
resolution by the Board, every holder of stock represented by certificates shall
be entitled to have a certificate signed by, or in the name of the Corporation
by the chairman or a vice-chairman of the Board, if any, or the president or a
vice president, and by the treasurer or an assistant treasurer or the secretary
or an assistant secretary of the Corporation representing the number of shares
registered in certificated form.  Any or all the 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 a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Certificates for shares shall have noted thereon any information required to be
set forth by law in the manner therein required.

                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 to be set forth on certificated
shares.

            6.2  Consideration and Payment.  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 securities of the Corporation or of another corporation
or entity.  No certificate shall be issued for any shares until the full
amount of the consideration has been paid or delivered.

            6.3  Lost Certificates.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost or destroyed.  When authorizing
such issue of a new certificate, the Board of Directors, in its discretion
and as a condition precedent to the issuance thereof, may prescribe such
terms and conditions as it deems expedient, and may require such indemnities
as it deems adequate


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(including, without limitation, a surety bond), to protect the Corporation
from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

            6.4  Transfer of Shares.  The Corporation or its transfer agent
shall register a transfer of a stock certificate, issue a new stock
certificate and cancel the old certificate, in the case of a certificated
security, upon presentation for transfer of the certificated security duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax
law relating to the collection of taxes and after the Corporation or its
agent has discharged any duty to inquire into any adverse claims of which the
Corporation or agent has notice.  In the case of an uncertificated security,
the Corporation or its transfer agent shall register a transfer of an
uncertificated security after complying with all necessary requirements
imposed on an issuer under Article 8 of the Uniform Commercial Code of the
State of Florida in respect of such transfer and registration.
Notwithstanding the foregoing, no transfer of a certificated or
uncertificated security shall be effected by the Corporation or its transfer
agent if such transfer is prohibited by law (including federal or applicable
state securities laws), by the Articles of Incorporation or a bylaw of the
Corporation or by any shareholders or other agreement to which the shares to
be transferred are subject.

                                 ARTICLE VII

                              CORPORATE RECORDS

            7.1  Corporate Records.  The Corporation shall keep as permanent
records minutes of the proceedings of its shareholders, Board of Directors
and committees of directors.  The Corporation shall also maintain accurate
accounting records.

                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.

                The Corporation shall maintain the foregoing records in
written form or in any other form capable of being converted into written
form within a reasonable time.

            7.2  Financial Information.  Not later than 120 days after the
close of each fiscal year, the Corporation shall furnish to its shareholders
annual financial statements which may be consolidated or combined statements
of the Corporation and one or more of its subsidiaries.

                                 ARTICLE VIII

                              GENERAL PROVISIONS

            8.1  Distributions and Reserves.

                (a)  Declaration and Payment.  Subject to law and the Articles
of Incorporation, dividends and other distributions may be declared by the Board
of Directors at any


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regular or special meeting and may be paid in cash, in property, or in shares
of the Corporation. The declaration and payment shall be at the discretion of
the Board of Directors.

                (b)  Reserves.  By resolution the Board of Directors may
create such reserve or reserves out of any funds of the Corporation available
for distributions as the directors from time to time, in their discretion,
think proper to provide for contingencies, or to equalize dividends, or to
repair or maintain any property of the Corporation, or for any other purpose
they think beneficial to the Corporation. The Directors may modify or abolish
any such reserve in the manner in which it was created.

            8.2  Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

            8.3  Seal.  The corporate seal, shall have inscribed thereon the
name of the Corporation, the year of incorporation and the words, "Corporate
Seal, Florida."

                                  ARTICLE IX

                               INDEMNIFICATION

            9.1  Indemnity.  The Corporation shall indemnify to the maximum
extent required or permitted by applicable law, any person who was, is or is
threatened to be made a party to any threatened, pending or completed action,
suit or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal (each, a "proceeding"),
including a proceeding by or in the right of the Corporation, by reason of
the fact that such person 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, agent or similar functionary of another
corporation, partnership, joint venture, trust, employee benefit plan, other
enterprise or other entity (an "Other Organization"), against judgments,
penalties (including excise and similar taxes), fines, settlements and
expenses (including attorneys' fees and court costs) (collectively,
"liability") actually and reasonably incurred by the person in such a
proceeding.

                No indemnification shall be permitted hereunder unless
mandatory in accordance with applicable law or authorized in the specific
case upon a determination made in accordance with applicable law that
indemnification is proper in the circumstances because the proposed
indemnitee has met the applicable standard of conduct to permit such
indemnification.

            9.2  Expenses.  Reasonable expenses incurred by a director or
officer in defending a proceeding may be paid or reimbursed by the
Corporation in advance of the final disposition of such proceeding and
without a determination of entitlement to indemnity as required by law, after
the Corporation receives a written undertaking by the affected director or
officer to repay such amount in the event that it shall be ultimately
determined that such director or officer has not met the applicable standard
of conduct or if it is ultimately determined that indemnification of such
director or officer against expenses in connection with such proceeding is
prohibited by law.


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<PAGE>   13

            9.3  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person so serving the Corporation or at the
request of the Corporation against any liability asserted against such person
and incurred by such person in such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to
indemnify or advance expenses to such person against such liability pursuant
to law.

            9.4  Merger, etc.  For purposes of this Article 9, references to
the "Corporation" include any domestic or foreign predecessor entity of the
Corporation in a merger, conversion or other transaction to the extent
permitted by applicable law.

                                  ARTICLE X

                          CONTROL-SHARE ACQUISITIONS

            Section 607.0902 (control-share acquisitions) of the Florida
Business Corporation Act does not apply to control share acquisitions of
shares of the Corporation and, without in any way limiting the generality of
the foregoing, shareholders of the Corporation shall not have the rights
provided in Subsection (11)(a) of said Section 607.0902.

                                  ARTICLE XI

                                  AMENDMENT

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



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