1
EXHIBIT 3.2

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BYLAWS

LAI WORLDWIDE, INC.

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As adopted December 23, 1998

BYLAWS
OF
LAI WORLDWIDE, INC.

TABLE OF CONTENTS

Title Page
- - ----- ----

ARTICLE I
OFFICES........................................................................................ 1
Section 1. Principal Office........................................................ 1
Section 2. Other Offices........................................................... 1

ARTICLE II
STOCKHOLDERS................................................................................... 1
Section 1. Annual Meeting.......................................................... 1
Section 2. Special Meetings........................................................ 1
Section 3. Place of Meeting........................................................ 1
Section 4. Notice of Meeting....................................................... 2
Section 5. Notice of Adjourned Meeting............................................. 2
Section 6. Waiver of Call and Notice of Meeting.................................... 2
Section 7. Quorum.................................................................. 2
Section 8. Adjournment: Quorum for Adjourned Meeting.............................. 2
Section 9. Voting on Matters Other Than Election of Directors...................... 3
Section 10. Voting for Directors.................................................... 3
Section 11. Voting Lists............................................................ 3
Section 12. Voting of Shares........................................................ 3
Section 13. Proxies................................................................. 3
Section 14. Inspectors.............................................................. 3

ARTICLE III
BOARD OF DIRECTORS............................................................................. 4
Section 1. General Powers.......................................................... 4
Section 2. Number, Tenure and Qualifications....................................... 4
Section 3. Annual Meeting.......................................................... 4
Section 4. Regular Meetings........................................................ 4
Section 5. Special Meetings........................................................ 4
Section 6. Notice.................................................................. 5
Section 7. Quorum.................................................................. 5
Section 8. Adjournment: Quorum for Adjourned Meeting.............................. 5
Section 9. Manner of Acting........................................................ 5
Section 10. Removal................................................................. 5
Section 11. Vacancies............................................................... 5

Section 12. Compensation............................................................ 6
Section 13. Presumption of Assent................................................... 6
Section 14. Informal Action by Board................................................ 6
Section 15. Meeting by Telephone, Etc............................................... 6

ARTICLE IV
OFFICERS....................................................................................... 6
Section 1. Number.................................................................. 6
Section 2. Appointment and Term of Office.......................................... 6
Section 3. Resignation............................................................. 7
Section 4. Removal................................................................. 7
Section 5. Vacancies............................................................... 7
Section 6. Duties of Officers...................................................... 7
Section 7. Salaries................................................................ 7
Section 8. Delegation of Duties.................................................... 7
Section 9. Disaster Emergency Powers of Acting Officers............................ 7

ARTICLE V
EXECUTIVE AND OTHER COMMITTEES................................................................. 8
Section 1. Creation of Committees.................................................. 8
Section 2. Executive Committee..................................................... 8
Section 3. Other Committees........................................................ 8
Section 4. Removal or Dissolution.................................................. 8
Section 5. Vacancies on Committees................................................. 8
Section 6. Meetings of Committees.................................................. 9
Section 7. Absence of Committee Members............................................ 9
Section 8. Quorum of Committees.................................................... 9
Section 9. Manner of Acting of Committees.......................................... 9
Section 10. Minutes of Committees................................................... 9
Section 11. Compensation............................................................ 9
Section 12. Informal Action......................................................... 9

ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS...................................................... 9
Section 1. General................................................................. 9
Section 2. Actions by or in the Right of this Corporation.......................... 10
Section 3. Obligation to Indemnify................................................. 10
Section 4. Determination that Indemnification is Proper............................ 10
Section 5. Evaluation and Authorization............................................ 11
Section 6. Prepayment of Expenses.................................................. 11
Section 7. Nonexclusivity and Limitations.......................................... 11
Section 8. Continuation of Indemnification Right................................... 11
Section 9. Insurance............................................................... 12

ARTICLE VII
INTERESTED PARTIES............................................................................. 12
Section 1. General................................................................. 12
Section 2. Determination of Quorum................................................. 12
Section 3. Approval by Stockholders................................................ 12

ARTICLE VIII
CERTIFICATES OF STOCK.......................................................................... 13
Section 1. Certificates for Shares................................................. 13
Section 2. Signatures of Past Officers............................................. 13
Section 3. Transfer Agents and Registrars.......................................... 13
Section 4. Transfer of Shares...................................................... 14
Section 5. Lost Certificates....................................................... 14

ARTICLE IX
RECORD DATE.................................................................................... 14
Section 1. Record Date for Stockholder Actions..................................... 14
Section 2. Record Date for Dividend and Other Distributions........................ 15

ARTICLE X
DIVIDENDS...................................................................................... 15

ARTICLE XI
FISCAL YEAR.................................................................................... 15

ARTICLE XII
SEAL........................................................................................... 15

ARTICLE XIII
STOCK IN OTHER CORPORATIONS.................................................................... 15

ARTICLE XIV
AMENDMENTS..................................................................................... 16

ARTICLE XV
EMERGENCY BYLAWS............................................................................... 16
Section 1. Scope of Emergency Bylaws............................................... 16
Section 2. Call and Notice of Meeting.............................................. 16
Section 3. Quorum and Voting....................................................... 16
Section 4. Appointment of Temporary Directors...................................... 16
Section 5. Modification of Lines of Succession..................................... 17
Section 6. Change of Principal Office.............................................. 17
Section 7. Limitation of Liability................................................. 17
Section 8. Amendment or Repeal..................................................... 17

ARTICLE XVI
PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION................................................ 17

iii

BYLAWS

LAI WORLDWIDE, INC.

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of LAI WORLDWIDE, INC.
(this "Corporation") shall be at such place within or without the State of
Florida as the Board of Directors of this Corporation (the "Board of Directors"
or the "Board") or the officers of this Corporation acting within their
authority shall from time to time determine.

Section 2. Other Offices. This Corporation may also have offices at such
other places both within and without the State of Florida as the Board of
Directors or the officers of this Corporation acting within their authority may
from time to time determine or the business of this Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders shall
be held between January 1 and December 31, inclusive, in each year for the
purpose of electing directors and for the transaction of such other proper
business as may come before the meeting, the exact date to be established by the
Board of Directors from time to time.

Section 2. Special Meetings. Special meetings of the stockholders may
be called, for any purpose or purposes, by the Board of Directors, the Chairman
of the Board (if one is so appointed) or the President and shall be called by
the President or the Secretary if the holders of not less than 33-1/3% percent
of all the votes entitled to be cast on any issue proposed to be considered at
such special meeting sign, date and deliver to this Corporation's Secretary one
or more written demands for a special meeting, describing the purpose(s) for
which it is to be held. Special meetings of the stockholders of this Corporation
may not be called by any other person or persons. Notice and call of any such
special meeting shall state the purpose or purposes of the proposed meeting, and
business transacted at any special meeting of the stockholders shall be limited
to the purposes stated in the notice thereof.

Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Florida, as the place of meeting
for any annual or special meeting of

the stockholders. If no designation is made, the place of meeting shall be the
principal executive office of this Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and
hour of an annual or special meeting and the purpose or purposes for which it is
called shall be given no fewer than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting, except that no notice of a meeting need be given to any stockholder for
which notice is not required to be given under law. Notice may be delivered
personally, via United States mail, telegraph, teletype, facsimile or other
electronic transmission, or by private mail carriers handling nationwide mail
services, by or at the direction of the President, the Secretary, the Board of
Directors, or the person(s) calling the meeting. If mailed via United States
mail, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at the stockholder's address as it
appears on the stock transfer books of this Corporation, with postage thereon
prepaid. If the notice is mailed at least 30 days before the date of the
meeting, the mailing may be done by a class of United States mail other than
first class.

Section 5. Notice of Adjourned Meeting. If an annual or special
stockholders' meeting is adjourned to a different date, time, or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, a new record date for the adjourned
meeting is or must be fixed under law, notice of the adjourned meeting must be
given to persons who are stockholders as of the new record date and who are
otherwise entitled to notice of such meeting.

Section 6. Waiver of Call and Notice of Meeting. Call and notice of any
stockholders' meeting may be waived by any stockholder before or after the date
and time stated in the notice. Such waiver must be in writing signed by the
stockholder and delivered to this Corporation. Neither the business to be
transacted at nor the purpose of any special or annual meeting need be specified
in such waiver. A stockholder's attendance at a meeting (a) waives such
stockholder's ability to object to lack of notice or defective notice of the
meeting, unless the stockholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and (b) waives such
stockholder's ability to object to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the stockholder objects to considering the matter when it is
presented.

Section 7. Quorum. Except as otherwise provided in these Bylaws or in
the Articles of Incorporation of this Corporation, as amended from time to time
(the "Articles of Incorporation"), a majority of the outstanding shares of this
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the stockholders. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting,
and the withdrawal of stockholders after a quorum has been established at a
meeting shall not effect the validity of any action taken at the meeting or any
adjournment thereof.

Section 8. Adjournment: Quorum for Adjourned Meeting. If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn

the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented or deemed to be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.

Section 9. Voting on Matters Other Than Election of Directors. At any
meeting at which a quorum is present, action on any matter other than the
election of directors shall be approved if the votes cast by the holders of
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by law, the
Articles of Incorporation or these Bylaws.

Section 10. Voting for Directors. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote at a meeting at which
a quorum is present.

Section 11. Voting Lists. At least ten (10) days prior to each meeting
of stockholders, the officer or agent having charge of the stock transfer books
for shares of this Corporation shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, with the address
and the number, class and series (if any) of shares held by each, which list
shall be subject to inspection by any stockholder during normal business hours
for at least ten (10) days prior to the meeting. The list also shall be
available at the meeting and shall be subject to inspection by any stockholder
at any time during the meeting or its adjournment. The stockholders list shall
be prima facie evidence as to who are the stockholders entitled to examine such
list or the transfer books and to vote at any meeting of the stockholders.

Section 12. Voting of Shares. Except as otherwise provided by law or in
the Articles of Incorporation, each stockholder entitled to vote shall be
entitled at every meeting of the stockholders to one vote in person or by proxy
on each matter for each share of voting stock held by such stockholder. Such
right to vote shall be subject to the right of the Board of Directors to close
the transfer books or to fix a record date for voting stockholders as
hereinafter provided. Treasury shares, and shares of stock of this Corporation
owned directly or indirectly by another corporation the majority of the voting
stock of which is owned or controlled by this Corporation, shall not be voted at
any meeting and shall not be counted in determining the total number of
outstanding shares.

Section 13. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy, executed in writing and delivered to this Corporation in the
original or transmitted via telegram, or as a photographic, photostatic or
equivalent reproduction of a written proxy by the stockholder or by the
stockholder's duly authorized attorney-in-fact; but, no proxy shall be valid
after eleven (11) months from its date, unless the proxy provides for a longer
period. Each proxy shall be filed with the Secretary of this Corporation before
or at the time of the meeting. In the event that a proxy shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one is present, that one, shall have all of the powers
conferred by the proxy upon all the persons so designated, unless the instrument
shall provide otherwise.

Section 14. Inspectors. For each meeting of the stockholders, the Board
of Directors or the President may appoint one or more inspectors to supervise
the voting; and, if one or more inspectors are so appointed, all questions
respecting the qualification of any vote, the validity of any

proxy, and the acceptance or rejection of any vote shall be decided by such
inspector(s). Before acting at any meeting, the inspector(s) shall take an oath
to execute their duties with strict impartiality and according to the best of
their ability. If any inspector shall fail to be present or shall decline to
act, the President shall appoint another inspector to act in his or her place.
In case of a tie vote by the inspectors on any question, the presiding officer
shall decide the issue.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of this Corporation
shall be managed by its Board of Directors, which may exercise all such powers
of this Corporation and do all such lawful acts and things as are not by law,
the Articles of Incorporation or these Bylaws directed or required to be
exercised or done only by the stockholders.

Section 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall be not less than three (3) nor more than twelve (12),
the number of the same to be fixed by resolution adopted by a vote of a majority
of the then authorized number of directors; provided that no decrease in the
number of directors shall have the effect of shortening the term of any then
incumbent director. Each director shall hold office until his or her term of
office expires and until such director's successor is duly elected and
qualifies, unless such director sooner dies, resigns or is removed by the
stockholders at any annual or special meeting. It shall not be necessary for
directors to be stockholders. All directors shall be natural persons who are 18
years of age or older.

Section 3. Annual Meeting. The Board of Directors shall hold an annual
meeting for the purpose of the election of officers and the transaction of such
other business as may come before the meeting. If no other date, place and/or
time is set by the Board for such meeting, the same shall be held at the same
place as and immediately following the annual meeting of stockholders; and, if a
majority of the directors are present at such place and time, no prior notice of
such meeting shall be required to be given to the directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice from time to time on such date(s), at such time(s)
and at such place(s) as shall have been determined in advance in accordance with
a schedule, resolution or other action duly adopted or taken by the Board of
Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if there be one, or the President.
The person or persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meetings of the Board of
Directors called by such person or persons, as the case may be. If no such
designation is made, the place of meeting shall be the principal executive
office of this Corporation. Notice of any special meeting of the Board shall be
given, unless waived, in accordance with Section 6 of this Article.

Section 6. Notice. Whenever notice of a meeting is required, written
notice stating the place, day and hour of the meeting shall be delivered at
least two (2) days prior thereto to each director, either personally, or by
United States mail, telegraph, teletype, facsimile or other form of electronic
communication, or by private mail carriers handling nationwide mail services, to
the director's business address. If notice is given by United States mail, such
notice shall be deemed to be delivered five (5) days after deposited in the
United States mail so addressed with postage thereon prepaid or when received,
if such date is earlier. If notice is given by telegraph, teletype, facsimile
transmission or other form of electronic communication or by private mail
carriers handling nationwide mail services, such notice shall be deemed to be
delivered when received by the director. Any director may waive notice of any
meeting, either before, at or after such meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened and so states at the beginning of the meeting or promptly upon arrival
at the meeting.

Section 7. Quorum. A majority of the total number of directors as
determined from time to time to comprise the Board of Directors shall constitute
a quorum.

Section 8. Adjournment; Quorum for Adjourned Meeting. If less than a
majority of the total number of directors are present at a meeting, a majority
of the directors so present may adjourn the meeting from time to time without
further notice. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally noticed.

Section 9. Manner of Acting. If a quorum is present when a vote is
taken, the act of a majority of the directors present at the meeting shall be
the act of the Board of Directors unless otherwise provided in the Articles of
Incorporation.

Section 10. Removal. Subject to the rights, if any, of the holders of
shares of Preferred Stock then outstanding, any or all of the directors of this
Corporation may be removed from office at any annual or special meeting of
stockholders by the affirmative vote of at least a majority of the then
outstanding shares of Common Stock of this Corporation. Notice of any such
annual or special meeting of stockholders shall state that the removal of a
director or directors is among the purposes of the meeting and shall state the
grounds therefor. Directors may not be removed by the stockholders without
cause.

Section 11. Vacancies. Any vacancy occurring in the Board of Directors,
including any 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. Any director
elected in accordance with the preceding sentence shall hold office until the
next stockholders' meeting at which directors are elected (or, if permitted
under applicable law, until the expiration of the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred)and until such director's successor is duly elected and qualifies,
unless such director sooner dies, resigns or is removed by the stockholders at
any annual or special meeting. A director elected by stockholders to fill a
vacancy shall be elected for the unexpired term of such director's predecessor
in office.

Section 12. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid compensation for attendance at each
meeting of the Board of Directors or for serving as directors. No payment shall
preclude any director from serving this Corporation in any other capacity and
receiving compensation therefor.

Section 13. Presumption of Assent. A director of this Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless such director objects at the beginning of the meeting (or promptly upon
his or her arrival) to the holding of the meeting or the transacting of
specified business at the meeting or such director votes against such action or
abstains from voting in respect of such matter.

Section 14. Informal Action by Board. Any action required or permitted
to be taken by any provisions of law, the Articles of Incorporation or these
Bylaws at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if each and every member of the Board or of such
committee, as the case may be, signs a written consent thereto and such written
consent is filed in the minutes of the proceedings of the Board or such
committee, as the case may be. Action taken under this section is effective when
the last director signs the consent, unless the consent specifies a different
effective date, in which case it is effective on the date so specified.

Section 15. Meeting by Telephone, Etc. Directors or the members of any
committee thereof shall be deemed present at a meeting of the Board of Directors
or of any such committee, as the case may be, if the meeting is conducted using
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of this Corporation shall consist of a
Chief Executive Officer, a President, a Secretary and a Treasurer, each of whom
shall be appointed by the Board of Directors. The Board of Directors may also
appoint a Chairman of the Board, who may be an officer of this Corporation if
the Board so determines, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers and such other officers as the Board of
Directors shall deem appropriate. The same individual may simultaneously hold
more than one office in this Corporation.

Section 2. Appointment and Term of Office. The officers of this
Corporation shall be appointed annually by the Board of Directors at its annual
meeting. If the appointment of officers shall not be made at such meeting, such
appointment shall be made as soon thereafter as is convenient. Each officer
shall hold office until such officer's successor is duly appointed and
qualifies, unless such officer sooner dies, resigns or is removed by the Board.
The appointment of an officer does not itself create contract rights.

Section 3. Resignation. An officer may resign at any time by delivering
notice to this Corporation. A resignation shall be effective when the notice is
delivered unless the notice specifies a later effective date. An officer's
resignation shall not affect this Corporation's contract rights, if any, with
the officer.

Section 4. Removal. The Board of Directors may remove any officer at
any time with or without cause. An officer's removal shall not affect the
officer's contract rights, if any, with this Corporation.

Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

Section 6. Duties of Officers. The Chairman of the Board of this
Corporation, or the President if there shall not be a Chairman of the Board,
shall preside at all meetings of the Board of Directors and of the stockholders.
The Chief Executive Officer shall be the chief executive officer of this
Corporation. The Secretary shall be responsible for preparing minutes of the
directors' and stockholders' meetings and for authenticating records of this
Corporation. Subject to the foregoing, the officers of this Corporation shall
have such powers and duties as ordinarily pertain to their respective offices
and such additional powers and duties specifically conferred by law, the
Articles of Incorporation and these Bylaws, or as may be assigned to them from
time to time by the Board of Directors or an officer authorized by the Board of
Directors to prescribe the duties of other officers.

Section 7. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, by any duly appointed committee thereof,
or otherwise as approved by the Board, and no officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the officer
is also a director of this Corporation.

Section 8. Delegation of Duties. In the absence or disability of any
officer of this Corporation, or for any other reason deemed sufficient by the
Board of Directors, the Board may delegate the powers or duties of such officer
to any other officer or to any other director for the time being.

Section 9. Disaster Emergency Powers of Acting Officers. Unless
otherwise expressly prescribed by action of the Board of Directors taken
pursuant to Article XV of these Bylaws, if, as a result of some catastrophic
event, a quorum of this Corporation's directors cannot readily be assembled and
the Chief Executive Officer is unable to perform the duties of the office of
Chief Executive Officer and/or other officers are unable to perform their
duties, (a) the powers and duties of Chief Executive Officer shall be held and
performed by that officer of this Corporation highest on the list of successors
(adopted by the Board of Directors for such purpose) who shall be available and
capable of holding and performing such powers and duties; and, absent any such
prior designation, by the President; or, if the President is not available and
capable of holding and performing such powers and duties, then by that Vice
President who shall be available and capable of holding and performing such
powers and duties whose surname commences with the earliest letter of the
alphabet among all such Vice Presidents; or, if no Vice President is available
and capable of holding and performing such powers and duties, then by the
Secretary; or, if the Secretary is likewise unavailable,

by the Treasurer; (b) the officer so selected to hold and perform such powers
and duties shall serve as Acting Chief Executive Officer until the Chief
Executive Officer again becomes capable of holding and performing the powers and
duties of Chief Executive Officer, or until the Board of Directors shall have
elected a new Chief Executive Officer or designated another individual as Acting
Chief Executive Officer; (c) such officer (or the Chief Executive Officer, if
such person is still serving) shall have the power, in addition to all other
powers granted to the Chief Executive Officer by law, the Articles of
Incorporation, these Bylaws and the Board of Directors, to appoint acting
officers to fill vacancies that may have occurred, either permanently or
temporarily, by reason of such disaster or emergency, each of such acting
appointees to serve in such capacity until the officer for whom the acting
appointee is acting is capable of performing the duties of such office, or until
the Board of Directors shall have designated another individual to perform such
duties or shall have elected or appointed another person to fill such office;
(d) each acting officer so appointed shall be entitled to exercise all powers
invested by law, the Articles of Incorporation, these Bylaws and the Board of
Directors in the office in which such person is serving; and (e) anyone
transacting business with this Corporation may rely upon a certificate signed by
any two officers of this Corporation that a specified individual has succeeded
to the powers and duties of the Chief Executive Officer or such other specified
office. Any person, firm, corporation or other entity to which such certificate
has been delivered by such officers may continue to rely upon it until notified
of a change by means of a writing signed by two officers of this corporation.

ARTICLE V

EXECUTIVE AND OTHER COMMITTEES

Section 1. Creation of Committees. The Board of Directors may designate
an Executive Committee and one or more other committees, each to consist of two
(2) or more of the directors of this Corporation.

Section 2. Executive Committee. The Executive Committee, if there shall
be one, shall consult with and advise the officers of this Corporation in the
management of its business, and shall have, and may exercise, except to the
extent otherwise provided in the resolution of the Board of Directors creating
such Executive Committee, such powers of the Board of Directors as can be
lawfully delegated by the Board.

Section 3. Other Committees. Such other committees, to the extent
provided in the resolution or resolutions creating them, shall have such
functions and may exercise such powers of the Board of Directors as can be
lawfully delegated.

Section 4. Removal or Dissolution. Any Committee of the Board of
Directors may be dissolved by the Board at any meeting; and any member of such
committee may be removed by the Board of Directors with or without cause. Such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

Section 5. Vacancies on Committees. Vacancies on any committee of the
Board of Directors shall be filled by the Board of Directors at any regular or
special meeting.

Section 6. Meetings of Committees. Regular meetings of any committee of
the Board of Directors may be held without notice from time to time on such
date(s), at such time(s) and at such place(s) as shall have been determined in
advance in accordance with a schedule, resolution or other action duly adopted
or taken by such committee and special meetings of any such committee may be
called by any member thereof upon two (2) days notice of the date, time and
place of the meeting given to each of the other members of such committee, or on
such shorter notice as may be agreed to in writing by each of the other members
of such committee, given either personally or in the manner provided in Section
6 of Article III of these Bylaws (pertaining to notice for directors' meetings).

Section 7. Absence of Committee Members. The Board of Directors may
designate one or more directors as alternate members of any committee of the
Board of Directors, who may replace at any meeting of such committee, any member
not able to attend.

Section 8. Quorum of Committees. At all meetings of committees of the
Board of Directors, a majority of the total number of members of the committee
as determined from time to time shall constitute a quorum for the transaction of
business.

Section 9. Manner of Acting of Committees. If a quorum is present when
a vote is taken, the act of a majority of the members of any committee of the
Board of Directors present at the meeting shall be the act of such committee.

Section 10. Minutes of Committees. Each committee of the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.

Section 11. Compensation. Members of any committee of the Board of
Directors may be paid compensation in accordance with the provisions of Section
12 of Article III of these Bylaws (pertaining to compensation of directors).

Section 12. Informal Action. Any committee of the Board of Directors
may take such informal action and hold such informal meetings as allowed by the
provisions of Sections 14 and 15 of Article III of these Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. General. To the fullest extent permitted by law, this
Corporation shall be entitled but, subject to Sections 2 and 3 below, not
obligated to indemnify any person who is or was a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or other type
of proceeding (other than an action by or in the right of this Corporation),
whether civil, criminal, administrative, investigative or otherwise, and whether
formal or informal, by reason of the fact that such person is or was a director
or officer of this Corporation or is or was serving at the request of this
Corporation as a director, officer, employee, agent, trustee or fiduciary of
another corporation, partnership, joint venture, trust (including, without
limitation, an employee benefit trust)

or other enterprise, against judgments, amounts paid in settlement, penalties,
fines (including an excise tax assessed with respect to any employee benefit
plan) and expenses (including attorneys' fees, paralegals' fees and court costs)
actually and reasonably incurred in connection with any such action, suit or
other proceeding, including any appeal thereof, if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of this Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful. The termination of any such action, suit or other proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner that such person reasonably believed to be
in, or not opposed to, the best interests of this Corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

Section 2. Actions by or in the Right of this Corporation. To the
fullest extent permitted by law, whenever indemnification is proper as
determined below, this Corporation shall be obligated to indemnify any person
who is or was a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or other type of proceeding (as further
described in Section 1 of this Article VI) by or in the right of this
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of this Corporation or is or was serving
at the request of this Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees, paralegals' fees and court costs)
and amounts paid in settlement not exceeding, in the judgment of the Board of
Directors, the estimated expenses of litigating the action, suit or other
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such action, suit or other proceeding, including
any appeal thereof, if such person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interests of
this Corporation, except that no indemnification shall be made under this
Section 2 in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable unless, and only to the extent that, the court
in which such action, suit or other proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
that such court shall deem proper.

Section 3. Obligation to Indemnify. To the extent that a director or
officer has been successful on the merits or otherwise in defense of any action,
suit or other proceeding referred to in Section 1 or Section 2 of this Article
VI, or in the defense of any claim, issue or matter therein, such person shall,
upon application, be indemnified against expenses (including attorneys' fees,
paralegals' fees and court costs) actually and reasonably incurred by such
person in connection therewith.

Section 4. Determination that Indemnification is Proper.
Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless
made under the provisions of Section 3 of this Article VI or unless otherwise
made pursuant to a determination by a court, shall be made by this Corporation
only as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VI. Such determination shall be made either

(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or other proceeding to which
the indemnification relates; (2) if such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by the Board of
Directors (the designation being one in which directors who are parties may
participate) consisting solely of two or more directors not at the time parties
to such action, suit or other proceeding; (3) by independent legal counsel (i)
selected by the Board of Directors in accordance with the requirements of
subsection (1) or by a committee designated under subsection (2) or (ii) if a
quorum of the directors cannot be obtained and a committee cannot be designated,
selected by majority vote of the full Board of Directors (the vote being one in
which directors who are parties may participate); or (4) by the stockholders by
a majority vote of a quorum consisting of stockholders who were not parties to
such action, suit or other proceeding or, if no such quorum is obtainable, by a
majority vote of stockholders who were not parties to such action, suit or other
proceeding.

Section 5. Evaluation and Authorization. Evaluation of the
reasonableness of expenses and authorization of indemnification shall be made in
the same manner as is prescribed in Section 4 of this Article VI for the
determination that indemnification is permissible; provided, however, that if
the determination as to whether indemnification is permissible is made by
independent legal counsel, the persons who selected such independent legal
counsel shall be responsible for evaluating the reasonableness of expenses and
may authorize indemnification.

Section 6. Prepayment of Expenses. Expenses (including attorneys' fees,
paralegals' fees and court costs) incurred by a director or officer in defending
a civil or criminal action, suit or other proceeding referred to in Section 1 or
Section 2 of this Article VI may, in the discretion of the Board of Directors,
be paid by this Corporation in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if such person is ultimately found not to be entitled to
indemnification by this Corporation pursuant to this Article VI.

Section 7. Nonexclusivity and Limitations. The indemnification and
advancement of expenses provided pursuant to this Article VI shall not be deemed
exclusive of any other rights to which a person may be entitled under any law,
Bylaw, agreement, vote of stockholders or disinterested directors, or otherwise,
both as to action in such person's official capacity and as to action in any
other capacity while holding office with this Corporation, and shall continue as
to any person who has ceased to be a director or officer and shall inure to the
benefit of such person's heirs and personal representatives. The Board of
Directors may, at any time, approve indemnification of or advancement of
expenses to any other person that this Corporation has the power by law to
indemnify, including, without limitation, employees and agents of this
Corporation. In all cases not specifically provided for in this Article VI,
indemnification or advancement of expenses shall not be made to the extent that
such indemnification or advancement of expenses is expressly prohibited by law.

Section 8. Continuation of Indemnification Right. Unless expressly
otherwise provided when authorized or ratified by this corporation,
indemnification and advancement of expenses as provided for in this Article VI
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person. For purposes of this Article VI, the term
"corporation" includes, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a

consolidation or merger, so that any person who is or was a director or officer
of a constituent corporation, or is or was serving at the request of a
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, is in the
same position under this Article VI with respect to the resulting or surviving
corporation as such person would have been with respect to such constituent
corporation if its separate existence had continued.

Section 9. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of this Corporation, or who is or was serving at the request of this
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of such person's status as such, whether or not this Corporation
would have the power to indemnify such person against the liability under
Section 1 or Section 2 of this Article VI.

ARTICLE VII

INTERESTED PARTIES

Section 1. General. No contract or other transaction between this
Corporation and any one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested shall be either void or voidable because
of such relationship or interest, because such director or directors were
present at the meeting of the Board of Directors or of a committee thereof that
authorizes, approves or ratifies such contract or transaction or because such
director's or directors' votes are counted for such purpose if: (a) the fact of
such relationship or interest is disclosed or known to the Board of Directors or
committee that authorizes, approves or ratifies the contract or transaction by a
vote or consent sufficient for the purpose without counting the votes or
consents of such interested directors; (b) the fact of such relationship or
interest is disclosed or known to the stockholders entitled to vote on the
matter, and they authorize, approve or ratify such contract or transaction by
vote or written consent; or (c) the contract or transaction is fair and
reasonable as to this Corporation at the time it is authorized by the Board of
Directors, a committee thereof or the stockholders.

Section 2. Determination of Quorum. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof that authorizes, approves or ratifies a
contract or transaction referred to in Section 1 of this Article VII.

Section 3. Approval by Stockholders. For purposes of Section 1(b) of
this Article VII, a conflict of interest transaction shall be authorized,
approved or ratified if it receives the vote of a majority of the shares
entitled to be counted under this Section 3. Shares owned by or voted under the
control of a director who has a relationship or interest in the transaction
described in Section 1 of this Article VII may not be counted in a vote of
stockholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under Section 1(b) of this Article VII. The vote of the
shares owned by or voted under the control of a director who has a relationship
or interest in

the transaction described in Section 1 of this Article VII, shall be counted,
however, in determining whether the transaction is approved under other sections
of this Corporation's Bylaws and law. A majority of those shares that would be
entitled, if present, to be counted in a vote on the transaction under this
Section 3 shall constitute a quorum for the purpose of taking action under this
Section 3.

ARTICLE VIII

CERTIFICATES OF STOCK

Section 1. Certificates for Shares. Shares may but need not be
represented by certificates. The rights and obligations of stockholders shall be
identical whether or not their shares are represented by certificates. If shares
are represented by certificates, each certificate shall be in such form as the
Board of Directors may from time to time prescribe, signed (either manually or
in facsimile) by the President or a Vice President (and may be signed (either
manually or in facsimile) by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of this Corporation
or its facsimile), exhibiting the holder's name, certifying the number of shares
owned and stating such other matters as may be required by law. The certificates
shall be numbered and entered on the books of this Corporation as they are
issued. If shares are not represented by certificates, then, within a reasonable
time after issue or transfer of shares without certificates, this Corporation
shall send the stockholder a written statement in such form as the Board of
Directors may from time to time prescribe, certifying as to the number of shares
owned by the stockholder and as to such other information as would have been
required to be on certificates for such shares.

If and to the extent this Corporation is authorized to issue shares of
more than one class or more than one series of any class, every certificate
representing shares shall set forth or fairly summarize upon the face or back of
the certificate, or shall state that the Corporation will furnish to any
stockholder upon request and without charge a full statement of:

(a) the designations, relative rights, preferences and limitations of
the shares of each class or series authorized to be issued;

(b) the variations in rights, preferences and limitations between the
shares of each such series, if this Corporation is authorized to issue any
preferred or special class in series insofar as the same have been fixed and
determined; and

(c) the authority of the Board of Directors to fix and determine the
variations, relative rights and preferences of future series.

Section 2. Signatures of Past Officers. If the person who signed
(either manually or in facsimile) a share certificate no longer holds office
when the certificate is issued, the certificate shall nevertheless be valid.

Section 3. Transfer Agents and Registrars. The Board of Directors may,
in its discretion, appoint responsible banks or trust companies in such city or
cities as the Board may deem advisable

from time to time to act as transfer agents and registrars of the stock of this
Corporation; and, when such appointments shall have been made, no stock
certificate shall be valid until countersigned by one of such transfer agents
and registered by one of such registrars.

Section 4. Transfer of Shares. Transfers of shares of this Corporation
shall be made upon its books by the holder of the shares in person or by the
holder's lawfully constituted representative, upon surrender of the certificate
of stock for cancellation if such shares are represented by a certificate of
stock or by delivery to this Corporation of such evidence of transfer as may be
required by this Corporation if such shares are not represented by certificates.
The person in whose name shares stand on the books of this Corporation shall be
deemed by this Corporation to be the owner thereof for all purposes and this
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Florida.

Section 5. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by this Corporation and alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to pay a reasonable charge for issuing the new
certificate, to advertise the matter in such manner as it shall require and/or
to give this Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against this Corporation with respect to the
certificate alleged to have been lost or destroyed.

ARTICLE IX

RECORD DATE

Section 1. Record Date for Stockholder Actions. The Board of Directors
is authorized from time to time to fix in advance a date, not more than seventy
(70) nor less than ten (10) days before the date of any meeting of the
stockholders, a date in connection with the obtaining of the consent of
stockholders for any purpose, or the date of any other action requiring a
determination of the stockholders, as the record date for the determination of
the stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof, or of the stockholders entitled to give such consent or
take such action, as the case may be. In no event may a record date so fixed by
the Board of Directors precede the date on which the resolution establishing
such record date is adopted by the Board of Directors. Only those stockholders
listed as stockholders of record as of the close of business on the date so
fixed as the record date shall be entitled to notice of and to vote at such
meeting and any adjournment thereof, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of this Corporation after any such record date fixed as aforesaid. If the
Board of Directors fails to establish a record date as provided herein, the
record date shall be deemed to be the date ten (10) days prior to the date of
the stockholders' meeting.

Section 2. Record Date for Dividend and Other Distributions. The Board
of Directors is authorized from time to time to fix in advance a date as the
record date for the determination of the stockholders entitled to receive a
dividend or other distribution. Only those stockholders listed as stockholders
of record as of the close of business on the date so fixed as the record date
shall be entitled to receive the dividend or other distribution, as the case may
be, notwithstanding any transfer of any stock on the books of this Corporation
after any such record date fixed as aforesaid. If the Board of Directors fails
to establish a record date as provided herein, the record date shall be deemed
to be the date of authorization of the dividend or other distribution.

ARTICLE X

DIVIDENDS

The Board of Directors may from time to time declare, and this
Corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by the Articles of
Incorporation and by law. Subject to the provisions of the Articles of
Incorporation and to law, dividends may be paid in cash or property, including
shares of stock or other securities of this Corporation.

ARTICLE XI

FISCAL YEAR

The fiscal year of this Corporation shall be the period selected by the
Board of Directors as the fiscal year.

ARTICLE XII

SEAL

A corporate seal, if adopted by the Board, shall have the name of this
Corporation, the word "SEAL" and the year of incorporation inscribed thereon, or
be in such other form as the Board may determine, and may be a facsimile,
engraved, printed or impression seal.

ARTICLE XIII

STOCK IN OTHER CORPORATIONS

Shares of stock in other corporations held by this Corporation shall be
voted by the President or such other officer or officers or other agent or
agents of this Corporation as the Board of Directors shall from time to time
designate for the purpose or by a proxy thereunto duly authorized by the Board
or the President.

ARTICLE XIV

AMENDMENTS

Except as may be contrary to law or the Articles of Incorporation of
this Corporation, these Bylaws may be altered, amended or repealed in any
respect and one or more new Bylaws may be adopted by the Board of Directors;
provided that any Bylaw or amendment thereto as adopted by the Board of
Directors may be altered, amended or repealed by vote of the stockholders
entitled to vote thereon, or a new Bylaw in lieu thereof may be adopted by the
stockholders, and the stockholders may prescribe in any Bylaw made by them that
such Bylaw shall not be altered, amended or repealed by the Board of Directors.

ARTICLE XV

EMERGENCY BYLAWS

Section 1. Scope of Emergency Bylaws. The emergency Bylaws provided in
this Article XV shall be operative during any emergency, notwithstanding any
different provision set forth in the preceding Articles hereof; provided,
however, that to the extent not inconsistent with the provisions of this Article
XV and the emergency Bylaws, the Bylaws provided in the preceding Articles shall
remain in effect during such emergency. For purposes of the emergency Bylaw
provisions of this Article XV, an emergency shall exist if a quorum of this
Corporation's directors cannot readily be assembled because of some catastrophic
event. Upon termination of the emergency, these emergency Bylaws shall cease to
be operative.

Section 2. Call and Notice of Meeting. During any emergency, a meeting
of the Board of Directors may be called by any officer or director of this
Corporation. Notice of the date, time and place of the meeting shall be given by
the person calling the meeting to such of the directors as it may be feasible to
reach by any available means of communication. Such notice shall be given at
such time in advance of the meeting as circumstances permit in the judgment of
the person calling the meeting.

Section 3. Quorum and Voting. At any such meeting of the Board of
Directors, a quorum shall consist of any one or more directors, and the act of
the majority of the directors present at such meeting shall be the act of this
Corporation.

Section 4. Appointment of Temporary Directors.

(a) The director or directors who are able to be assembled at a
meeting of directors during an emergency may assemble for the purpose of
appointing, if such directors deem it necessary, one or more temporary directors
(the "Temporary Directors") to serve as directors of this Corporation during the
term of any emergency.

(b) If no directors are able to attend a meeting of directors
during an emergency, then such stockholders as may reasonably be assembled shall
have the right, by majority vote of those

assembled, to appoint Temporary Directors to serve on the Board of Directors
until the termination of the emergency.

(c) If no stockholders can reasonably be assembled in order to
conduct a vote for Temporary Directors, then the President or his or her
successor, as determined pursuant to Section 9 of Article IV herein, shall be
deemed a Temporary Director of this Corporation, and such President or his or
her successor, as the case may be, shall have the right to appoint additional
Temporary Directors to serve with him or her on the Board of Directors of this
Corporation during the term of the emergency.

(d) Temporary Directors shall have all of the rights, duties and
obligations of directors appointed pursuant to Article III hereof, provided,
however, that a Temporary Director may be removed from the Board of Directors at
any time by the person or persons responsible for appointing such Temporary
Director, or by vote of the majority of the stockholders present at any meeting
of the stockholders during an emergency, and, in any event, the Temporary
Director shall automatically be deemed to have resigned from the Board of
Directors upon the termination of the emergency in connection with which the
Temporary Director was appointed.

Section 5. Modification of Lines of Succession. Either before or during
any emergency, the Board of Directors may provide, and from time to time modify,
lines of succession different from that provided in Section 9 of Article IV in
the event that during such an emergency any or all officers or agents of this
Corporation shall for any reason be rendered incapable of discharging their
duties.

Section 6. Change of Principal Office. The Board of Directors may,
either before or during any such emergency, and effective during such emergency,
change the principal office of this Corporation or designate several alternative
head offices or regional offices, or authorize the officers of this Corporation
to do so.

Section 7. Limitation of Liability. No officer, director or employee
acting in accordance with these emergency Bylaws during an emergency shall be
liable except for willful misconduct.

Section 8. Amendment or Repeal. These emergency Bylaws shall be subject
to amendment or repeal by further action of the Board of Directors or by action
of the stockholders, but no such amendment or repeal shall affect the validity
of any action taken prior to the time of such amendment or repeal. Any amendment
of these emergency Bylaws may make any further or different provision that may
be practical or necessary under the circumstances of the emergency.

ARTICLE XVI

PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION

Any provision of the Articles of Incorporation of this Corporation
shall, subject to law, control and take precedence over any provision of these
Bylaws inconsistent therewith.