EXHIBIT 3.02



                        BYLAWS OF DEER VALLEY CORPORATION

Section  1.   ARTICLES  OF  INCORPORATION  AND  BYLAWS

     1.1  These  bylaws  are  subject  to  the  articles of incorporation of the
corporation.  In  these  bylaws, references to the articles of incorporation and
bylaws  mean  the  provisions of the articles of incorporation and the bylaws as
are  from  time  to  time  in  effect.

Section  2.   OFFICES

     2.1 Registered Office. The registered office shall be in the City of Tampa,
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County  of  Hillsborough,  State  of  Florida.

     2.2  Other  Offices.  The  corporation  may also have offices at such other
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places  both  within  and without the State of Florida as the board of directors
may  from time to time determine or the business of the corporation may require.

Section  3.   STOCKHOLDERS

     3.1 Location of Meetings. All meetings of the stockholders shall be held at
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such  place either within or without the State of Florida as shall be designated
from  time  to  time  by  the  board  of directors. Any adjourned session of any
meeting  shall  be  held  at  the  place  designated in the vote of adjournment.

     3.2  Annual  Meeting.  The  annual meeting of stockholders shall be held at
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10:00 a.m. on the second Thursday in November in each year (unless that day be a
legal  holiday  at  the place where the meeting is to be held, in which case the
meeting  shall  be  held at the same hour on the next succeeding day not a legal
holiday)(the  "Specified  Date")  or  at  such  other  date and time as shall be
designated  from  time  to  time  by the board of directors, at which they shall
elect  a  board of directors and transact such other business as may be required
by  law  or  these  bylaws  or  as  may  properly  come  before  the  meeting.

     3.3  Special  Meeting  in  Place  of  Annual  Meeting.  If the election for
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directors shall not be held on the day designated by these bylaws, the directors
shall  cause  the  election  to be held as soon thereafter as convenient, and to
that  end,  if the annual meeting is omitted on the day herein provided therefor
or  if the election of directors shall not be held thereat, a special meeting of
the  stockholders  may be held in place of such omitted meeting or election, and
any  business transacted or election held at such special meeting shall have the
same effect as if transacted or held at the annual meeting, and in such case all
references  in these bylaws to the annual meeting of the stockholders, or to the
annual  election  of  directors,  shall  be  deemed  to refer to or include such
special  meeting.  Any  such  special  meeting  shall be called and the purposes
thereof  shall  be  specified  in  the  call,  as  provided  in  Section  3.4.

     3.4  Notice of Annual Meeting. Written notice of the annual meeting stating
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the  place,  date  and  hour  of  the meeting shall be given to each stockholder
entitled  to  vote  at  such  meeting not less than ten nor more than sixty days
before  the  date  of  the  meeting.  Such notice may specify the business to be
transacted  and actions to be taken at such meeting. No action shall be taken at
such  meeting  unless  such  notice is given, or unless waiver of such notice is
given  by  the  holders  of  outstanding  stock having not less than the minimum

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number  of  votes necessary to take such action at a meeting at which all shares
entitled  to  vote  thereon  were  voted.  Prompt  notice of all action taken in
connection  with  such  waiver  of notice shall be given to all stockholders not
present  or  represented  at  such  meeting.

     3.5  Other  Special Meetings. Special meetings of the stockholders, for any
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purpose  or  purposes,  unless otherwise prescribed by law or by the articles of
incorporation, may be called by chairman of the board or the president and shall
be  called  by  the  president  or  the secretary at the request in writing of a
majority  of  the  board  of  directors. Such request shall state the purpose or
purposes  of  the  proposed meeting and business to be transacted at any special
meeting  of  the  stockholders.

     3.6  Notice of Special Meeting. Written notice of a special meeting stating
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the  place,  date  and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before  the  date  of  the meeting, to each stockholder entitled to vote at such
meeting.  No  action shall be taken at such meeting unless such notice is given,
or  unless  waiver  of  such notice is given by the holders of outstanding stock
having  not  less than the minimum number of votes necessary to take such action
at  a  meeting  at  which all shares entitled to vote thereon were voted. Prompt
notice  of  all  action  taken in connection with such waiver of notice shall be
given  to  all  stockholders  not  present  or  represented  at  such  meeting.

     3.7  Notice  of  Stockholder  Business  at  a  Meeting of the Stockholders.
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     Unless otherwise prescribed by law or by the articles of incorporation, the
following  provisions of this Section 3.7 shall apply to the conduct of business
at  any  meeting  of  the  stockholders.  (As used in this Section 3.7, the term
annual  meeting  shall  include a special meeting in lieu of an annual meeting.)

          (a)  At  any  meeting of the stockholders, only such business shall be
     conducted as shall have been brought before the meeting (i) pursuant to the
     Corporation's  notice  of meeting, (ii) by or at the direction of the board
     of  directors  or  (iii)  by  any  stockholder  of the Corporation who is a
     stockholder  of  record at the time of giving of the notice provided for in
     paragraph  (b)  of  this Section 3.7, who shall be entitled to vote at such
     meeting  and who complies with the notice procedures set forth in paragraph
     (b)  of  this  Section  3.7.

          (b)  For  business  to  be  properly brought before any meeting of the
     stockholders  by a stockholder pursuant to clause (iii) of paragraph (a) of
     this  Section 3.7, the stockholder must have given timely notice thereof in
     writing  to the Secretary of the Corporation. To be timely, a stockholder's
     notice  must  be  delivered  to  or  mailed  and  received at the principal
     executive  offices of the Corporation (i) in the case of an annual meeting,
     not  less  than sixty days nor more than ninety days prior to the Specified
     Date,  regardless  of  any postponements, deferrals or adjournments of that
     meeting  to  a later date; provided, however, that if the annual meeting of
     stockholders  or  a special meeting in lieu thereof is to be held on a date
     prior to the Specified Date, and if less than seventy days' notice or prior
     public disclosure of the date of such annual or special meeting is given or
     made,  notice  by  the  stockholder  to  be  timely must be so delivered or
     received  not  later  than the close of business on the tenth day following

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     the  earlier  of  the  date  on  which notice of the date of such annual or
     special  meeting  was mailed or the day on which public disclosure was made
     of  the  date  of such annual or special meeting; and (ii) in the case of a
     special  meeting  (other  than  a  special  meeting  in  lieu  of an annual
     meeting),  not later than the tenth (10th) day following the earlier of the
     day  on which notice of the date of the scheduled meeting was mailed or the
     day  on  which  public  disclosure  was  made  of the date of the scheduled
     meeting. A stockholder's notice to the Secretary shall set forth as to each
     matter  the  stockholder  proposes  to bring before the meeting (i) a brief
     description  of  the  business desired to be brought before the meeting and
     the  reasons for conducting such business at the meeting, (ii) the name and
     address,  as  they  appear  on  the Corporation's books, of the stockholder
     proposing  such  business, the name and address of the beneficial owner, if
     any,  on whose behalf the proposal is made, and the name and address of any
     other  stockholders  or  beneficial  owners known by such stockholder to be
     supporting  such  proposal,  (iii)  the  class  and number of shares of the
     Corporation  which are owned beneficially and of record by such stockholder
     of record, by the beneficial owner, if any, on whose behalf the proposal is
     made  and  by  any  other  stockholders  or beneficial owners known by such
     stockholder  to be supporting such proposal, and (iv) any material interest
     of  such  stockholder  of record and/or of the beneficial owner, if any, on
     whose  behalf  the  proposal  is  made,  in  such proposed business and any
     material  interest  of any other stockholders or beneficial owners known by
     such  stockholder to be supporting such proposal in such proposed business,
     to  the  extent  known  by  such  stockholder.

          (c)  Notwithstanding  anything  in  these  bylaws  to the contrary, no
     business  shall  be  conducted  at  a meeting except in accordance with the
     procedures  set  forth  in  this  Section  3.7. The person presiding at the
     meeting  shall,  if  the  facts  warrant,  determine  that business was not
     properly  brought  before the meeting and in accordance with the procedures
     prescribed  by  these  bylaws,  and  if he should so determine, he shall so
     declare  at  the  meeting and any such business not properly brought before
     the  meeting  shall  not  be  transacted.  Notwithstanding  the  foregoing
     provisions  of  this  Section 3.7, a stockholder shall also comply with all
     applicable  requirements of the Securities Exchange Act of 1934, as amended
     (or any successor provision), and the rules and regulations thereunder with
     respect  to  the  matters  set  forth  in  this  Section  3.7.

          (d) This provision shall not prevent the consideration and approval or
     disapproval at the meeting of reports of officers, directors and committees
     of  the  board  of  directors, but, in connection with such reports, no new
     business shall be acted upon at such meeting unless properly brought before
     the  meeting  as  herein  provided.

     3.8 Stockholder List. The officer who has charge of the stock ledger of the
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corporation  shall  prepare  and make, at least ten days before every meeting of
stockholders,  a  complete  list  of  the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such  list  shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten  days  prior  to  the  meeting,  either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.

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     3.9  Quorum  of Stockholders. The holders of a majority of the stock issued
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and  outstanding  and entitled to vote thereat, present in person or represented
by  proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction  of business except as otherwise required by law, or by the articles
of  incorporation  or  by  these bylaws. Except as otherwise provided by law, no
stockholder  present  at a meeting may withhold his shares from the quorum count
by  declaring  his  shares  absent  from  the  meeting.

     3.10 Adjournment. Any meeting of stockholders may be adjourned from time to
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time to any other time and to any other place at which a meeting of stockholders
may  be  held under these bylaws, which time and place shall be announced at the
meeting,  by a majority of votes cast upon the question, whether or not a quorum
is  present.  At  such  adjourned  meeting at which a quorum shall be present or
represented  any  business may be transacted which might have been transacted at
the  original  meeting.  If  the adjournment is for more than thirty days, or if
after  the  adjournment  a new record date is fixed for the adjourned meeting, a
notice  of  the  adjourned  meeting shall be given to each stockholder of record
entitled  to  vote  at  the  meeting.

     3.11  Proxy  Representation. Every stockholder may authorize another person
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or  persons  to  act  for  him by proxy in all matters in which a stockholder is
entitled  to participate, whether by waiving notice of any meeting, objecting to
or  voting  or  partici-pating  at  a  meeting, or expressing consent or dissent
without  a  meeting.  Every  proxy  must  be signed by the stockholder or by his
attorney-in-fact.  No  proxy shall by voted or acted upon after three years from
its  date  unless such proxy provides for a longer period. Except as provided by
law,  a revocable proxy shall be deemed revoked if the stockholder is present at
the  meeting  for  which  the  proxy  was  given. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy  may  be made irrevocable regardless of whether the interest with which it
is  coupled is an interest in the stock itself or an interest in the corporation
generally. The authorization of a proxy may but need not be limited to specified
action, provided, however, that if a proxy limits its authorization to a meeting
or  meetings  of stockholders, unless otherwise specifically provided such proxy
shall  entitle the holder thereof to vote at any adjourned session but shall not
be  valid  after  the  final  adjournment  thereof.

     3.12  Inspectors.  If required to do so by the Florida Business Corporation
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Act or other applicable law or regulation, the directors or the person presiding
at  the  meeting  shall  appoint  one  or  more  inspectors  of election and any
substitute  inspectors  to act at the meeting or any adjournment thereof. If not
so  required, the directors or the person presiding at the meeting may, but need
not,  appoint  such  inspectors  and substitute inspectors. In either event, the
inspectors and substitute inspectors shall have such duties and responsibilities
as  are  required  by  applicable  law  or  regulation and such other duties and
responsibilities  not  inconsistent  therewith  as  the  directors or the person
presiding  at  the  meeting  shall  deem  appropriate.

     3.13  Action  by Vote. When a quorum is present at any meeting, whether the
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same  be  an original or an adjourned session, a plurality of the votes properly
cast for election to any office shall elect to such office and a majority of the
votes  properly cast upon any question other than an election to an office shall

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decide  the  question,  except  when  a  larger  vote is required by law, by the
articles  of  incorporation  or by these bylaws. No ballot shall be required for
any  election  unless  requested  by a stockholder present or represented at the
meeting  and  entitled  to  vote  in  the  election.

     3.14  No Action by Consent. Any action required or permitted to be taken by
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the  stockholders  of  the  corporation  must  be effected at a duly constituted
annual or special meeting of such holders and may not be effected by any consent
in  writing  by  such  stockholders.

Section  4.     DIRECTORS

     4.1  Number.  The  board shall consist of not less than three nor more than
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twelve  directors,  the number of which shall be determined from time to time by
resolution  adopted  by  affirmative  vote  of  a  majority of directors then in
office.  Subject  to  the  foregoing  and  to  the provisions of the articles of
incorporation, the number of directors may be increased or decreased at any time
or  from  time to time by vote of a majority of directors then in office, except
that  such  decrease  by  vote  of  directors  shall  only  be made to eliminate
vacancies existing by reason of the death, resignation or removal of one or more
directors.  The directors shall be elected at the annual meeting of stockholders
except  as  provided  in  Section  4.4  of  these  bylaws. directors need not be
stockholders.

     4.2  Tenure. The directors shall be classified with respect to the time for
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which they shall severally hold office by dividing them into three classes, each
consisting  of  one-third of the whole number of the board of directors, and all
directors  shall hold office until their successors are chosen and qualified, or
until  their  earlier  death, resignation, or removal. At the first meeting held
for  election  of  the  board  of  directors  pursuant  to  such classification,
directors  of the first class shall be elected for a term of one year; directors
of  the  second class shall be elected for a term of two years; directors of the
third  class  shall  be  elected  for  a term of three years; and at each annual
election  thereafter,  successors to the directors whose terms shall expire that
year shall be elected to hold office for a term of three years, so that the term
of  office  of  one  class  of  directors  shall  expire  in  each  year.

     4.3  Powers.  The  business of the corporation shall be managed by or under
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the  direction  of  the board of directors which shall have and may exercise all
the  powers of the 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  by  the  stockholders.

     4.4  Vacancies.  Except  as otherwise provided by law or by the articles of
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incorporation,  vacancies and any newly created directorships resulting from any
increase  in  the  number of directors shall be filled only by a majority of the
directors  then  in  office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future  date,  a  majority  of the directors then in office, including those who
have  resigned,  shall have power to fill such vacancy or vacancies, the vote or
action  by  writing thereon to take effect when such resignation or resignations
shall  become  effective.  The  directors  shall have and may exercise all their
powers  notwithstanding  the existence of one or more vacancies in their number,
subject  to  any  requirements  of law or of the articles of incorporation or of
these bylaws as to the number of directors required for a quorum or for any vote
or  other  actions.

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     4.5  Nomination  of  Directors.
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     The  following provisions of this Section 4.5 shall apply to the nomination
of  persons  for  election  to  the  board  of  directors.

          (a)  Nominations  of persons for election to the board of directors of
     the  corporation  may  be  made  (i) by or at the direction of the board of
     directors  or  (ii)  by  any  stockholder  of  the  corporation  who  is  a
     stockholder  of  record  at  the  time  of giving of notice provided for in
     paragraph  (b)  of  this Section 4.5, who shall be entitled to vote for the
     election  of  directors  at  the  meeting  and who complies with the notice
     procedures  set  forth  in  paragraph  (b)  of  this  Section  4.5.

          (b)  Nominations  by  stockholders  shall  be  made pursuant to timely
     notice  in  writing  to  the  Secretary of the corporation. To be timely, a
     stockholder's  notice  shall  be delivered to or mailed and received at the
     principal  executive  offices  of the corporation, not less than sixty days
     nor  more  than  ninety days prior to the Specified Date, regardless of any
     postponements,  deferrals  or adjournments of that meeting to a later date;
     provided,  however, that if the annual meeting of stockholders or a special
     meeting  in  lieu  thereof  is  to be held on a date prior to the Specified
     Date,  and  if less than seventy days' notice or prior public disclosure of
     the  date of such annual or special meeting is given or made, notice by the
     stockholder  to  be  timely must be so delivered or received not later than
     the  close of business on the tenth day following the earlier of the day on
     which  notice  of  the date of such annual or special meeting was mailed or
     the  day  on which public disclosure was made of the date of such annual or
     special  meeting.  Such stockholder's notice shall set forth (x) as to each
     person whom the stockholder proposes to nominate for election or reelection
     as  a  director all information relating to such person that is required to
     be  disclosed  in solicitations of proxies for election of directors, or is
     otherwise  required,  pursuant  to  Regulation  14A  under  the  Securities
     Exchange  Act  of  1934, as amended, or pursuant to any other then existing
     statute,  rule  or  regulation  applicable thereto (including such person's
     written  consent  to being named in the proxy statement as a nominee and to
     serving  as  a  director  if elected); (y) as to the stockholder giving the
     notice (1) the name and address, as they appear on the corporation's books,
     of  such  stockholder  and  (2)  the  class  and  number  of  shares of the
     corporation which are beneficially owned by such stockholder and also which
     are  owned  of  record  by  such  stockholder; and (z) as to the beneficial
     owner,  if  any,  on  whose behalf the nomination is made, (1) the name and
     address  of  such  person  and  (2)  the  class and number of shares of the
     corporation  which  are  beneficially owned by such person. The corporation
     may  require  any proposed nominee to furnish such other information as may
     reasonably  be  required by the corporation to determine the eligibility of
     such  proposed  nominee  as  a  director.  At  the  request of the board of
     directors, any person nominated by the board of directors for election as a
     director shall furnish to the secretary of the corporation that information
     required  to  be  set  forth  in a stockholder's notice of nomination which
     pertains  to  the  nominee.

          (c)  No  person  shall  be  eligible  to  serve  as  a director of the
     corporation unless nominated in accordance with the procedures set forth in
     this  Section  4.5. The person presiding at the meeting shall, if the facts
     warrant,  determine  that  a nomination was not made in accordance with the
     procedures  prescribed  by  these bylaws, and if he should so determine, he
     shall  so  declare  to  the  meeting  and the defective nomination shall be

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<PAGE>

     disregarded.  Notwithstanding the foregoing provisions of this Section 4.5,
     a  stockholder  shall  also  comply with all applicable requirements of the
     Securities  Exchange  Act of 1934, as amended (or any successor provision),
     and  the  rules  and regulations thereunder with respect to the matters set
     forth  in  this  bylaw.

     4.6  Committees.  The  board of directors may, by vote of a majority of the
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whole  board, (a) designate, change the membership of or terminate the existence
of  any committee or committees, each committee to consist of one or more of the
directors;  (b) designate one or more directors as alternate members of any such
committee  who  may  replace any absent or disqualified member at any meeting of
the  committee;  and (c) determine the extent to which each such committee shall
have  and may exercise the powers and authority of the board of directors in the
management  of  the business and affairs of the corporation, including the power
to  authorize  the  seal  of  the  corporation to be affixed to all papers which
require  it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers which by law, by the articles
of  incorporation  or by these bylaws they are prohibited from so delegating. In
the  absence  or  disqualification  of  any  member  of  such  committee and his
alternate,  if any, the member or members thereof present at any meeting and not
disqualified  from voting, whether or not constituting a quorum, may unanimously
appoint  another  member  of the board of directors to act at the meeting in the
place  of  any  such  absent  or  disqualified  member.  Except  as the board of
directors  may otherwise determine, any committee may make rules for the conduct
of  its  business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in same manner as is provided by
these  bylaws  for  the  conduct  of  business  by  the board of directors. Each
committee  shall keep regular minutes of its meetings and report the same to the
board  of  directors  upon  request.

     4.7 Regular Meeting. Regular meetings of the board of directors may be held
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without  call or notice at such place within or without the State of Florida and
at such times as the board may from time to time determine, provided that notice
of  the first regular meeting following any such determination shall be given to
absent directors. A regular meeting of the directors may be held without call or
notice  immediately  after  and  at  the same place as the annual meeting of the
stockholders.

     4.8  Special  Meetings.  Special  meetings of the board of directors may be
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held  at  any  time  and  at  any  place  within or without the State of Florida
designated  in  the  notice  of  the meeting, when called by the chairman of the
board  or  president,  or  by  one-third  or  more  in  number of the directors,
reasonable  notice  thereof  being given to each director by the secretary or by
the  chairman  of  the board or president or by any one of the directors calling
the  meeting.

     4.9  Notice.  It shall be reasonable and sufficient notice to a director to
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send  notice  by  mail  at least forty-eight hours or by telegram or telecopy at
least  twenty-four  hours  before  the meeting, addressed to him at his usual or
last  known  business or residence address or to give notice to him in person or
by  telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director  who  attends  the  meeting  without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver
of  a  notice  need  specify  the  purposes  of  the  meeting.

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     4.10 Quorum. Except as may be otherwise provided by law, by the articles of
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incorporation  or by these bylaws, at any meeting of the directors a majority of
the  directors  then  in office shall constitute a quorum; a quorum shall not in
any  case  be  less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the  votes  cast  upon the question, whether or not a quorum is present, and the
meeting  may  be  held  as  adjourned  without  further  notice.

     4.11  Action  by  Vote.  Except as may be otherwise provided by law, by the
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articles  of  incorporation  or by these bylaws, when a quorum is present at any
meeting  the vote of a majority of the directors present shall be the act of the
board  of  directors.

     4.12  Action Without a Meeting. Unless otherwise restricted by the articles
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of  incorporation  or these bylaws, any action required or permitted to be taken
at  any  meeting  of  the  board of directors or of any committee thereof may be
taken  without  a meeting if all the members of- the board or of such committee,
as the case may be, consent thereto in writing, and such writing or writings are
filed  with  the records of the meetings of the board or of such committee. Such
consent  shall  be  treated  for all purposes as the act of the board or of such
committee,  as  the  case  may  be.

     4.13  Participation  in  Meetings by Conference Telephone. Unless otherwise
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restricted  by  the  articles  of  incorporation or these bylaws, members of the
board  of  directors or of any committee thereof may participate in a meeting of
such  board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment  by  means  of  which all persons participating in the
meeting  can  hear  each  other. Such participation shall constitute presence in
person  at  such  meeting.

     4.14  Compensation.  Unless  otherwise  restricted  by  the  articles  of
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incorporation  or  these bylaws, the board of directors shall have the authority
to  fix  from  time  to time the compensation of directors. The directors may be
paid  their  expenses,  if  any,  of  attendance at each meeting of the board of
directors  and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a  stated  salary  as director. No such payment shall preclude any director from
serving  the  corporation  or its parent or subsidiary corporations in any other
capacity  and  receiving  compensation therefor. The board of directors may also
allow  compensation for members of special or standing committees for service on
such  committees.

     4.15  Interested  Directors  and  Officers.
           ------------------------------------

          (a) No contract or transaction between the corporation and one or more
     of  its  directors  or  officers,  or between the corporation and any other
     corporation,  partnership,  association, or other organization in which one
     or  more  of  the  corporation's  directors  or  officers  are directors or
     officers,  or  have  a financial interest, shall be void or voidable solely
     for this reason, or solely because the director or officer is present at or
     participates  in  the  meeting  of  the  board  or  committee thereof which
     authorizes  the  contract  or  transaction,  or solely because his or their
     votes  are  counted  for  such  purpose,  if:

                                     -8-
<PAGE>

               (1)  The material facts as to his relationship or interest and as
          to the contract or transaction are disclosed or are known to the board
          of  directors  or  the  committee,  and the board or committee in good
          faith  authorizes the contract or transaction by the affirmative votes
          of  a  majority  of  the  disinterested  directors,  even  though  the
          disinterested  directors  be  less  than  a  quorum;  or

               (2)  The material facts as to his relationship or interest and as
          to  the  contract  or  transaction  are  disclosed or are known to the
          stockholders entitled to vote thereon, and the contract or transaction
          is specifically approved in good faith by vote of the stockholders; or

               (3)  The contract or transaction is fair as to the corporation as
          of  the  time  it is authorized, approved or ratified, by the board of
          directors,  a  committee  thereof,  or  the  stockholders.

               (b)  Common or interested directors may be counted in determining
          the  presence of a quorum at a meeting of the board of directors or of
          a  committee  which  authorizes  the  contract  or  transaction.

     4.16  Resignation or Removal of Directors. Any director or the entire board
           -----------------------------------
of  directors may be removed for "Cause," as hereinafter defined, by the holders
of  a  majority  of  the stock issued and outstanding and entitled to vote at an
election  of  directors;  provided,  however,  that  the  directors elected by a
particular  class of stockholders may be removed only by the vote of the holders
of  a  majority  of the shares of such class. No director may be removed without
"Cause"  by  vote  of  the  stockholders. Any director may resign at any time by
delivering  a  resignation  in writing to the principal executive officer or the
secretary  or  to a meeting of the board of directors. Such resignation shall be
effective  upon receipt unless specified to be effective at some other time; and
without  in  either  case  the  necessity  of  its  being  accepted  unless  the
resignation  shall  so state. No director resigning and (except where a right to
receive  compensation  shall  be expressly provided in a duly authorized written
agreement  with  the  corporation)  no  director removed shall have any right to
receive  compensation  as  such director for any period following the director's
resignation  or  removal,  or  any  right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless  in  the case of a resignation, the directors, or in the case of removal,
the  body  acting  on  the removal, shall in their or its discretion provide for
compensation.  For  purposes  of  this  Section  4.16,  "Cause"  means:

          (a)  willful  and  continued material failure, refusal or inability to
     perform  one's  duties  to the corporation or the willful engaging in gross
     misconduct  materially  and  demonstrably  damaging  to the corporation; or

          (b)  conviction  for  any crime involving moral turpitude or any other
     illegal  act  that  materially  and  adversely  reflects upon the business,
     affairs  or  reputation of the Company or on one's ability to perform one's
     duties  to  the  corporation.

                                     -9-
<PAGE>

Section  5.     NOTICES

     5.1  Form  of  Notice.  Whenever,  under  the  provisions of law, or of the
          ----------------
articles  of incorporation or of these bylaws, notice is required to be given to
any director or stockholder, such notice may be given by mail, addressed to such
director  or  stockholder,  at  his  address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given  at  the  time when the same shall be deposited in the United States mail.
Unless  written  notice  by  mail is required by law, written notice may also be
given  by  telegram,  cable,  telecopy,  commercial  delivery  service, telex or
similar  means,  addressed  to such director or stockholder at his address as it
appears  on  the  records of the corporation, in which case such notice shall be
deemed  to  be given when delivered into the control of the persons charged with
effecting  such  transmission,  the  transmission  charge  to  be  paid  by  the
corporation  or  the  person  sending such notice and not by the addressee. Oral
notice  or  other  in-hand  delivery (in person or by telephone) shall be deemed
given  at  the  time  it  is  actually  given.

     5.2  Waiver  of  Notice.  Whenever notice is required to be given under the
          ------------------
provisions  of  law,  the  articles  of incorporation or these bylaws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the  time  stated therein, shall be deemed equivalent to notice. Attendance of a
person  at a meeting shall constitute a waiver of notice of such meeting, except
when  the  person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully  called or convened. Neither the business to he transacted at,
nor  the  purpose of, any meeting of the stockholders, directors or members of a
committee  of  the  directors need be specified in any written waiver of notice.

Section  6.     OFFICERS  AND  AGENTS

     6.1  Enumeration: Qualification. The officers of the corporation shall be a
          --------------------------
president,  a  chairman  of  the  board, a treasurer, a secretary and such other
officers,  if  any,  as  the  board  of  directors  from time to time may in its
discretion  elect  or  appoint  including  without  limitation  one or more vice
presidents. Any officer may be, but none need be, a director or stockholder. Any
two  or  more  offices  may  be  held  by  the  same  person.

     6.2  Powers.  Subject  to  law, to the articles of incorporation and to the
          ------
other  provisions  of  these bylaws, each officer shall have, in addition to the
duties  and  powers  herein  set  forth,  such duties and powers as are commonly
incident  to  his  office  and such additional duties and powers as the board of
directors  may  from  time  to  time  designate.

     6.3 Election. The board of directors at its first meeting after each annual
         ---------
meeting  of  stockholders shall choose a president, a secretary and a treasurer.
Other  officers  may  be appointed by the board of directors at such meeting, at
any  other  meeting or by written consent. At any time or from time to time, the
directors  may delegate to any officer their power to elect or appoint any other
officer  or  any  agents.

     6.4  Tenure.  Each officer shall hold office until the first meeting of the
          ------
board  of  directors  following  the next annual meeting of the stockholders and
until  his successor is elected and qualified unless a shorter period shall have
been specified in terms of his election or appointment, or in each case until he
sooner  dies,  resigns,  is  removed  or becomes disqualified. Each agent of the

                                      -10-
<PAGE>

corporation  shall retain his authority at the pleasure of the directors, or the
officer  by  whom  he  was  appointed  or  by  the  officer who then holds agent
appointive  power.

     6.5  Chairman,  President  and  Vice  President.  The  chairman shall share
          ------------------------------------------
executive  authority  with  the  president.  The  president  shall  be the chief
executive officer and shall, with the chairman, have direct and active charge of
all  business  operations  of the corporation and shall, with the chairman, have
general  supervision  of  the entire business of the corporation, subject to the
control of the board of directors. The chairman shall preside at all meetings of
the stockholders and of the board of directors at which he is present, except as
otherwise  voted  by  the  board  of  directors.

     The  president  or  treasurer  shall  execute  bonds,  mortgages  and other
contracts  requiring  a  seal,  under  the seal of the corporation, except where
required  or  permitted  by  law  to be otherwise signed and executed and except
where  the  signing  and  execution  thereof shall be expressly delegated by the
board  of  directors to some other officer or agent of the corporation. Any vice
presidents shall have such duties and powers as shall be designated from time to
time  by  the  board  of  directors  or  by  the  president.

     6.6 Treasurer and Assistant Treasurers. The treasurer shall be in charge of
         ----------------------------------
the  corporation's  funds  and valuable papers, and shall have such other duties
and powers as may be assigned to him from time to time by the board of directors
or  by  the  president.

     Any  assistant  treasurers  shall  have  such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
treasurer.

     6.7  Secretary  and  Assistant  Secretaries. The secretary shall record all
          --------------------------------------
proceedings  of the stockholders, of the board of directors and of committees of
the  board  of  directors  in  a book or series of books to be kept therefor and
shall  file  therein  all  writings  of, or related to, action by stockholder or
director consent. In the absence of the secretary from any meeting, an assistant
secretary,  or if there is none or he is absent, a temporary secretary chosen at
the  meeting,  shall record the proceedings thereof. Unless a transfer agent has
been  appointed,  the  secretary  shall  keep  or cause to be kept the stock and
transfer  records  of  the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each  stockholder.  The secretary shall have such other duties and powers as may
from  time  to  time  be  designated by the board of directors or the president.

     Any  assistant  secretaries  shall  have such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
secretary.

     6.8  Resignation  and  Removal.  Any  officer  may  resign  at  any time by
          -------------------------
delivering  his resignation in writing to the president or the secretary or to a
meeting  of  the  board  of  directors. Such resignation shall be effective upon
receipt  unless specified to be effective at some other time, and without in any
case  the necessity of its being accepted unless the resignation shall so state.
The board of directors may at any time remove any officer either with or without
cause.  The board of directors may at any time terminate or modify the authority
of  any  agent.  No  officer  resigning  and  (except  where  a right to receive
compensation  shall be expressly provided in a duly authorized written agreement
with  the  corporation)  no  officer  removed  shall  have  any  right  to  any

                                      -11-
<PAGE>

compensation  as  such  officer  for  any  period  following  his resignation or
removal,  or  any  right  to  damages  on  account  of such removal, whether his
compensation  be by the month or by the year or otherwise; unless in the case of
a  resignation, the directors, or in the case of removal, the body acting on the
removal,  shall  in  their  or  its  discretion  provide  for  compensation.

     6.9  Vacancies.  If  the  office  of  the president or the treasurer or the
          ---------
secretary  becomes  vacant,  the  directors  may  elect a successor by vote of a
majority  of  the  directors  then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor. Each such successor shall hold office for the unexpired term
of  his  predecessor,  and  in  the case of the president, the treasurer and the
secretary  until his successor is chosen and qualified, or in each case until he
sooner  dies,  resigns,  is  removed  or  becomes  disqualified.

Section  7.     CAPITAL  STOCK

     7.1 Stock Certificates. Each stockholder shall be entitled to a certificate
         ------------------
stating  the  number and the class and the designation of the series, if any, of
the  shares  held  by  him,  in  such  form  as shall, in conformity to law, the
articles of incorporation and the bylaws, be prescribed from time to time by the
board  of  directors.  Such  certificate  shall  be signed by the president or a
vice-president  and  (i)  the  treasurer  or  an assistant treasurer or (ii) the
secretary  or  an  assistant  secretary.  Any  of  or  all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who  has signed or whose facsimile signature has been placed on such certificate
shall  have  ceased to be such officer, transfer agent, or registrar before such
certificate  is issued, it may be issued by the corporation with the same effect
as  if  he  were  such  officer, transfer agent, or registrar at the time of its
issue.

     7.2  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  the  corporation  alleged  to have been lost, stolen or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate of stock to be lost, stolen 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,  stolen  or destroyed certificate or certificates, or his
legal  representative,  to advertise the same in such manner as it shall require
and/or  to give the corporation a bond in such sum as it may direct as indemnity
against  any  claim that may be made against the corporation with respect to the
certificate  alleged  to  have  been  lost,  stolen  or  destroyed.

Section  8.     TRANSFER  OF  SHARES  OF  STOCK

     8.1  Transfer  on  Books.  Subject  to any restrictions with respect to the
          -------------------
transfer  of shares of stock, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate  therefor  properly  endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and  with  such proof of the authenticity of signature as the board of directors
or  the  transfer agent of the corporation may reasonably require. Except as may
be  otherwise  required  by  law,  by  the articles of incorporation or by these
bylaws, the corporation shall be entitled to treat the record holder of stock as

                                      -12-
<PAGE>

shown  on  its  books as the owner of such stock for all purposes, including the
payment  of dividends and the right to receive notice and to vote or to give any
consent  with  respect  thereto  and  to  be  held  liable  for  such  calls and
assessments,  if  any,  as  may  lawfully  be  made  thereon,  regardless of any
transfer,  pledge  or other disposition of such stock until the shares have been
properly  transferred  on  the  books  of  the  corporation.

     It  shall  be the duty of each stockholder to notify the corporation of his
post  office  address.

Section  9.     GENERAL  PROVISIONS

     9.1  Record  Date.  In  order  that  the  corporation  may  determine  the
          ------------
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  or to express consent to corporate action in writing
without  a  meeting,  or  entitled  to  receive payment of any dividend or other
distribution  or  allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other  lawful action, the board of directors may fix, in advance, a record date,
which  shall  not be more than sixty days nor less than ten days before the date
of  such  meeting,  nor  more than sixty days prior to any other action to which
such  record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of  the  meeting;  provided,  however, that the board of directors may fix a new
record  date  for  the  adjourned  meeting.  If  no  record  date  is  fixed,

          (a) The record date for determining stockholders entitled to notice of
     or  to  vote at a meeting of stockholders shall be at the close of business
     on  the  day next preceding the day on which notice is given, or, if notice
     is  waived,  at  the close of business on the day next preceding the day on
     which  the  meeting  is  held;

          (b)  The  record date for determining stockholders entitled to express
     consent  to  corporate  action  in writing without a meeting, when no prior
     action  by  the  board of directors is necessary, shall be the day on which
     the  first  written  consent  is  expressed;  and

          (c) The record date for determining stockholders for any other purpose
     shall  be  at  the  close  of  business  on  the  day on which the board of
     directors  adopts  the  resolution  relating  to  such  purpose.

     9.2  Dividends.  Dividends upon the capital stock of the corporation may be
          ---------
declared  by  the  board  of  directors  at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, in property, or
in  shares  of  the  capital stock, subject to the provisions of the articles of
incorporation.

     9.3  Payment of Dividends. Before payment of any dividend, there may be set
          --------------------
aside  out  of  any funds of the corporation available for dividends such sum or
sums  as  the  directors  from time to time, in their absolute discretion, think
proper  as  a  reserve  or  reserves  to  meet  contingencies, or for equalizing
dividends,  or  for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of

                                      -13-
<PAGE>

the corporation, and the directors may modify or abolish any such reserve in the
manner  in  which  it  was  created.

     9.4  Checks.  All  checks or demands for money and notes of the corporation
          ------
shall  be  signed by such officer or officers or such other person or persons as
the  board  of  directors  may  from  time  to  time  designate.

     9.5  Fiscal  Year.  The  fiscal  year of the corporation shall begin on the
          ------------
first  day  following  the  Saturday closest to December 31 and shall end on the
Saturday  closest  to December 31 next following, unless otherwise determined by
the  board  of  directors.

     9.6  Seal.  The  board  of  directors may, by resolution, adopt a corporate
          ----
seal.  The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
corporation,  the  year of its organization and the word "Florida." The seal may
be  used  by  causing  it  or  a facsimile thereof to be impressed or affixed or
reproduced  or otherwise. The seal may be altered from time to time by the board
of  directors.

Section  10.     AMENDMENTS

     10.1  By  the  Board  of Directors. These bylaws may be altered, amended or
           -----------------------------
repealed  or  new bylaws may be adopted by the affirmative vote of a majority of
the  directors  present  at  any  regular  or  special  meeting  of the board of
directors  at  which  a  quorum  is  present.

     10.2  By  the  Stockholders.  Except as otherwise provided in Section 10.3,
           ---------------------
these bylaws may be altered, amended or repealed or new bylaws may be adopted by
the  affirmative  vote of the holders of a majority of the shares of the capital
stock  of  the  corporation  issued  and outstanding and entitled to vote at any
regular  or special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the notice
of  such  regular  or  special  meeting.

     10.3  Certain  Provisions.  Notwithstanding any other provision of law, the
           -------------------
articles  of  incorporation or these bylaws, and notwithstanding the fact that a
lesser  percentage  may be specified by law, the affirmative vote of the holders
of  at least two-thirds of the shares of capital stock of the corporation issued
and outstanding and entitled to vote shall be required to amend or repeal, or to
adopt  any  provision inconsistent with, Section 3.5, Section 3.7, Section 3.14,
Section  4  and  Section  10  of  these  bylaws.


                                             /s/ Charles G. Masters
                                             ----------------------------------
                                             Charles G. Masters
                                             President, Chief Executive Officer

                                      -14-
<PAGE>

