EXHIBIT 10.2

                            ARTICLES OF INCORPORATION

                                       FOR

                FORTUNE HOUSE - FORT LAUDERDALE BEACH CONDOMINIUM
                -------------------------------------------------
                                ASSOCIATION, INC.
                                -----------------

         The undersigned incorporator, for the purpose of forming a corporation
not for profit pursuant to the laws of the State of Florida, hereby adopts the
following Articles of Incorporation:

                                    ARTICLE 1
                                    ---------

                                      NAME
                                      ----

         The name of the corporation shall be FORTUNE HOUSE - FORT LAUDERDALE
BEACH CONDOMINIUM ASSOCIATION, INC. For convenience, the corporation shall be
referred to in this instrument as the "Association," these Articles of
Incorporation as the "Articles," and the Bylaws of the Association as the
"Bylaws."

                                    ARTICLE 2
                                    ---------

                                     PURPOSE
                                     -------

         The purpose for which the Association is organized is to provide an
entity pursuant to the Florida Condominium Act as it exists on the date hereof
(the "Act") for the operation of that certain condominium located in Broward
County, Florida, and known as FORTUNE HOUSE - FORT LAUDERDALE BEACH CONDOMINIUM
HOTEL, A CONDOMINIUM (the "Condominium Property" or "Condominium").

                                    ARTICLE 3
                                    ---------

                                   DEFINITIONS
                                   -----------

         The term used in these Articles shall have the same definitions and
meaning as those set forth in the Declaration of the Condominium to be recorded
in the Public Records of Broward County, Florida, unless herein provided to the
contrary, or unless the context otherwise requires.

                                    ARTICLE 4
                                    ---------

                                     POWERS
                                     ------

         The powers of the Association shall include and be governed by the
following:

4.1               General. The Association shall have all of the common-law and
                  statutory powers of a corporation not for profit and a
                  corporation for profit under the laws of

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Exhibit 10.2
                  Florida that are not in conflict with the provisions of these
                  Articles, the Declaration, the Bylaws or the Act.

4.2               Enumeration. The Association shall have the powers and duties
                  set forth in the Act, and except as limited by the Act, those
                  powers and duties set forth in these Articles, the Bylaws and
                  the Declaration and all of the powers and duties reasonably
                  necessary to operate the Condominium pursuant to the
                  Declaration and as more particularly described in the Bylaws,
                  as they may be amended from time to time, including, but not
                  limited to, the following:

                  (a)      To make and collect Assessments and other charges
                           against members as Unit Owners, and to use the
                           proceeds thereof in the exercise of its powers and
                           duties.

                  (b)      To buy, own, operate, lease, sell, trade and mortgage
                           both real and personal property.

                  (c)      To maintain, repair, replace, reconstruct, add to and
                           operate the Condominium and other property acquired
                           or leased by the Association.

                  (d)      To purchase insurance upon the Condominium and
                           insurance for the protection of the Association, its
                           officers, directors and Unit Owners.

                  (e)      To make and amend reasonable rules and regulations
                           for the maintenance, conservation and use of the
                           Units and the Condominium and for the health,
                           comfort, safety and welfare of the Unit Owners.

                  (f)      To enforce by legal means the provisions of the Act,
                           the Declaration, these Articles, the Bylaws, and the
                           rules and regulations for the use of the Condominium,
                           subject, however, to the limitation regarding
                           assessing Units owned by the Developer for fees and
                           expenses relating in any way to claims or potential
                           claims against the Developer as set forth in the
                           Declaration and/or Bylaws.

                  (g)      To contract for the management and maintenance of the
                           Condominium and to authorize a management agent
                           (which may be an affiliate of the Developer) to
                           assist the Association in carrying out its powers and
                           duties by performing such functions as the submission
                           of proposals, collection of Assessments, preparation
                           of records, enforcement of rules and maintenance,
                           repair and replacement of the Common Elements with
                           such funds as shall be made available by the
                           Association for such purposes. The Association and
                           its officers shall, however, retain at all times the
                           powers and duties granted by the Condominium Act,
                           including, but not limited to, the making of
                           Assessments, promulgation of rules and execution of
                           contracts on behalf of the Association.

                  (h)      To employ personnel to perform the services required
                           for the proper operation of the Condominium.

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Exhibit 10.2

4.3               Condominium Property. All funds and the title to all
                  properties acquired by the Association and their proceeds
                  shall be held for the benefit and use of the members in
                  accordance with the provisions of the Declaration, these
                  Articles and the Bylaws.

4.4               Distribution of Income; Dissolution. The Association shall
                  make no distribution of income to its members, directors, or
                  officers, and upon dissolution, all assets of the Association
                  shall be transferred only to another non-profit corporation or
                  a public agency or as otherwise authorized by the Florida Not
                  For Profit Corporation Statute.

                                    ARTICLE 5
                                    ---------

                                     MEMBERS
                                     -------

5.1               Membership. The members of the Association shall consist of
                  all of the record title owners of Units in the Condominium
                  from time to time, and after termination of the Condominium,
                  shall consist of those who were members at the time of such
                  termination and their successors and assigns. Nonmembers shall
                  deliver a true copy of the recorded deed or other instrument
                  of acquisition of title to the Association.

5.2               Assignment. The share of a member in the funds and assets of
                  the Association cannot be assigned, hypothecated or
                  transferred in any manner except as an appurtenance to the
                  Unit for which that share is held.

5.3               Voting. On all members upon which the membership shall be
                  entitled to vote, there shall be only one vote for each Unit,
                  which vote shall be exercised or cast in the manner provided
                  by the Declaration and Bylaws. Any person or entity owning
                  more than one Unit shall be entitled to one vote for each Unit
                  owned.

5.4               Meeting. The Bylaws shall provide for an annual meeting of
                  members, and may make provisions for regular and special
                  meeting of members other than the annual meeting.

                                    ARTICLE 6
                                    ---------

                               TERMS OF EXISTENCE
                               ------------------

         The Association shall have perpetual existence.

                                    ARTICLE 7
                                    ---------

                                  INCORPORATION
                                  -------------

         The name and address of the Incorporator of this Corporation is:

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Exhibit 10.2

                  NAME                                 ADDRESS
                  ----                                 -------

                  _____________________________        2601 South Bayshore Drive
                                                       Ninth Floor
                                                       Miami, Florida 33133


                                    ARTICLE 8
                                    ---------

                                    OFFICERS
                                    --------

         The affairs of the Association shall be administered by the officers
holding the offices designated in the Bylaws. The officers shall be elected by
the Board of Directors of the Association at its first meeting following the
annual meeting of the members of the Association and shall serve at the pleasure
of the Board of Directors. The Bylaws may provide for the removal from office of
officers, for filling vacancies and for the duties and qualifications of the
officers. The names and addresses of the officers who shall serve until their
successors are designated by the Board of Directors are as follows:

             President:
             ---------                  -----------------------------
                                        -----------------------------
                                        -----------------------------

             Vice-President:
             --------------             -----------------------------
                                        -----------------------------
                                        -----------------------------

             Secretary-Treasurer:
             -------------------        -----------------------------
                                        -----------------------------
                                        -----------------------------


                                    ARTICLE 9
                                    ---------

                                    DIRECTORS
                                    ---------

9.1               Number and Qualification. The property, business and affairs
                  of the Association shall be managed by a board consisting of
                  the number of directors determined in the manner provided by
                  the Bylaws but which shall consist of not less than three (3)
                  directors. During Developer control, Directors need not be
                  members of the Association; provided, however, upon turnover
                  any Director shall be a Unit Owner.

9.2               Duties and Powers. All of the duties and powers of the
                  Association existing under the Act, the Declaration, these
                  Articles and the Bylaws shall be exercised

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Exhibit 10.2

                  exclusively by the Board of Directors, its agents, contractors
                  or employees, subject only to approval by Unit Owners when
                  such approval is specifically required.

9.3               Election Removal. Directors of the Association shall be
                  elected at the annual meeting of the members in the manner
                  determined by and subject to the qualifications set forth in
                  the Bylaws. Directors may be removed and vacancies on the
                  Board of Directors shall be filled in the manner provided by
                  the Bylaws.

9.4               Term of Developer's Directors. The Developer of the
                  Condominium shall appoint the members of the first Board of
                  Directors and their replacements who shall hold office for the
                  periods described in the Bylaws.

9.5               First Directors. The names and addresses of the members of the
                  first Board of Directors who shall hold office until their
                  successors are elected and have taken office, as provided in
                  the Bylaws, are as follows:

         NAME                              ADDRESS
         ----                              -------

         -------------------------         -------------------------------
                                           -------------------------------

         -------------------------         -------------------------------
                                           -------------------------------

         -------------------------         -------------------------------
                                           -------------------------------


                                   ARTICLE 10
                                   ----------

                                 INDEMNIFICATION
                                 ---------------

10.1              Indemnity. The Association shall indemnify any person who was
                  or is a party or is threatened to be made a party to any
                  threatened, pending or contemplated action, suit or
                  proceeding, whether civil, criminal, administrative or
                  investigative, by reason of the fact that he is or was a
                  director, employee, officer or agent of the Association,
                  against expenses (including attorney's fees and appellate
                  attorney's fees), judgments, fines and amounts paid in
                  settlement actually and reasonably incurred by him in
                  connection with such action, suit or proceeding, unless (a) a
                  court of competent jurisdiction determines, after all
                  available appeals have been exhausted or not pursued by the
                  proposed indemnitee, that he did not act in good faith or in a
                  manner he reasonably believed to be not in, or opposed to, the
                  best interest of the Association, and, with respect to any
                  criminal action or proceeding, that he had reasonable cause to
                  believe his conduct was unlawful, and (b) such court further
                  specifically determines that indemnification should be denied.
                  The termination of any action, suit or proceeding by judgment,
                  order, settlement, conviction or upon plea of nolo contendere
                  or its equivalent shall not, of itself, create a presumption
                  that the person did not act in good faith or did act in a

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Exhibit 10.2

                  manner which he reasonably believed to be not in, or opposed
                  to, the best interest of the Association, and, with respect to
                  any criminal action or proceeding, that he had reasonable
                  cause to believe that his conduct was unlawful.

10.2              Expenses. To the extent that a director, officer, employee or
                  agent of the Association has been successful on the merits or
                  otherwise in defense of any action, suit or proceeding
                  referred to in Section 10.1 above, or in defense of any claim,
                  issue or matter therein, he shall be indemnified against
                  expenses (including attorney's fees and appellate attorneys'
                  fees) actually and reasonably incurred by him in connection
                  therewith.

10.3              Advances. Expenses incurred in defending a civil or criminal
                  action, suit or proceeding shall be paid by the Association in
                  advance of the final disposition of such action, suit or
                  proceeding upon receipt of an undertaking by or on behalf of
                  the affected director, officer, employee or agent to repay
                  such amount unless it shall ultimately be determined that he
                  is entitled to be indemnified by the Association as authorized
                  in this Article 10.

10.4              Miscellaneous. The indemnification provided by this Article
                  shall not be deemed exclusive of any other rights to which
                  those seeking indemnification may be entitled under any bylaw,
                  agreement, vote of members or otherwise, and 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 and
                  personal representatives of such person.

10.5              Insurance. The Association shall have the power to purchase
                  and maintain insurance on behalf of any person who is or was a
                  director, officer, employee or agent of the Association, or is
                  or was serving, at the request of the Association, as a
                  director, officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprises,
                  against any liability asserted against him and incurred by him
                  in any such capacity, or arising out of his status as such,
                  whether or not the Association would have the power to
                  indemnify him against such liability under the provisions of
                  this Article.

10.6              Amendment. Anything to the contrary herein notwithstanding,
                  the provisions of this Article 10 may not be amended without
                  the prior written consent of all persons whose interest would
                  be adversely affected by such amendment.

                                   ARTICLE 11
                                   ----------

                                     BY-LAWS
                                     -------

         The first Bylaws of the Association shall be adopted by the Board of
Directors and may be altered, amended or rescinded in the manner provided in the
Bylaws and the Declaration.

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Exhibit 10.2

                                   ARTICLE 12
                                   ----------

                                   AMENDMENTS
                                   ----------

         Amendments to these Articles shall be proposed and adopted in the
following manner:

12.1              Notice. Notice of a proposed amendment shall be included in
                  the notice of any meeting at which the proposed amendment is
                  to be considered and shall be otherwise given in the time and
                  manner provided in Chapter 617, Florida Statutes. Such notice
                  shall contain the proposed amendment or a summary of the
                  changes to be affected thereby.

12.2              Adoption. Amendments shall be proposed and adopted in the
                  manner provided in Chapter 617, Florida Statutes and in the
                  Act (the latter to control over the former to the extent
                  provided for in the Act).

12.3              Limitation. No amendment shall make any changes in the
                  qualifications for membership, nor in the voting rights or
                  property rights of members, nor any changes in Sections 4.3,
                  4.4 or 4.5 of Article 4, entitled "Powers", without the
                  approval in writing of all members and the joinder of all
                  record owners of mortgages upon Units. No amendment shall be
                  made that is in conflict with the Act, the Declaration or the
                  Bylaws, nor shall any amendment make ant changes which would
                  in any way affect any of the rights, privileges, powers or
                  options herein provided in favor of or reserved to the
                  Developer, or an affiliate of the Developer, unless the
                  Developer shall join in the execution of the amendment. No
                  amendment to this paragraph 12.3 shall be effective.

12.4              Developer Amendments. To the extent lawful, the Developer may
                  amend these Articles consistent with the provisions of the
                  Declaration allowing certain amendments to be effected by the
                  Developer alone.

12.5              Recording. A copy of each amendment shall be filed with the
                  Secretary of State pursuant to the provisions of applicable
                  Florida law, and a copy certified by the Secretary of State
                  shall be recorded in the public records of Broward County,
                  Florida.

                                   ARTICLE 13
                                   ----------

                            INITIAL REGISTERED OFFICE
                      ADDRESS AND NAME OF REGISTERED AGENT
                      ------------------------------------

         The initial registered office of this corporation shall be at
_____________ ,_________________ , with the privilege of having its office and
branch office at other places within or without the State of Florida. The
initial registered agent at that address shall be __________________. The
principal office address of the corporation shall be 2601 South Bayshore Drive,
Ninth Floor, Miami, Florida 33133.

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Exhibit 10.2



         IN WITNESS WHEREOF, the Incorporator has affixed his signature the day
and year set forth below.



                                                  ____________________________
                                                  Name:_______________________

STATE OF FLORIDA                    )
                                    ) SS:
COUNTY OF ________________________________  )


         The foregoing instrument was acknowledge before me this ____ day of
________, by ________ , who is personally known to me or who has produced
__________________ as identification.


                                       ________________________________________
                                       Signature of Notary Public
                                       Print Name:_____________________________
                                       State of:_______________________________
                                       My Commission Expires:__________________



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Exhibit 10.2


                  CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
            DOMICILE FOR SERVICE OF PROCESS WITHIN THIS STATE, NAMING
                      AGENT UPON WHOM PROCESS MAY BE SERVED


         In compliance with the laws of Florida, the following is submitted:

         That desiring to organize under the laws of the State of Florida with
its principal office, as indicated in the foregoing articles of incorporation,
in the City of ____________________, County of ____________________, State of
Florida, the corporation named in the said articles has named
____________________, located at __________________________________, as its
statutory registered agent.

         Having been named the statutory agent of said corporation; at the place
designated in this certificate, I hereby accept the same and agree to act in
this capacity; and agree to comply with the provisions of Florida law relative
to keeping the registered office open.

         Dated this ______ day of _________________, 2000.



                                            ____________________________________
                                            _________________ , Registered Agent


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