EXHIBIT 10.3


                               EXHIBIT A-5 TO THE


                          DECLARATION OF CONDOMINIUM OF


                      FORTUNE HOUSE - FORT LAUDERDALE BEACH


                        CONDOMINIUM HOTEL, A CONDOMINIUM

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


                                     BYLAWS


<PAGE>
EXHIBIT 10.3                    TABLE OF CONTENTS
                                   (continued)
                                                                      Page


1.       IDENTITY.........................................................1

         1.1      Principal Office........................................1

         1.2      Fiscal Year.............................................1

         1.3      Seal....................................................1

2.       DEFINITIONS......................................................1

3.       MEMBERS..........................................................1

         3.1      Annual Meeting..........................................1

         3.2      Special Meetings........................................1

         3.3      Notice of Meeting; Waiver of Notice.....................2

         3.4      Quorum..................................................2

         3.5      Voting..................................................3

         3.6      Proxies.................................................3

         3.7      Adjourned Meetings......................................4

         3.8      Order of Business.......................................4

         3.9      Minutes of Meeting......................................5

         3.10     Action Without a Meeting................................5

4.       DIRECTORS........................................................5

         4.1      Membership..............................................5

         4.2      Election of Directors...................................5

         4.3      Vacancies and Removal...................................6

         4.4      Term....................................................8

         4.5      Organizational Meeting..................................8

         4.6      Regular Meetings........................................9

         4.7      Special Meetings........................................9

         4.8      Waiver of Notice.......................................10

         4.9      Quorum.................................................10

         4.10     Adjourned Meetings.....................................10

         4.11     Joinder in Meeting by Approval of Minutes..............10

         4.12     Presiding Office.......................................10

                                       -i-
<PAGE>
EXHIBIT 10.3                    TABLE OF CONTENTS
                                   (continued)
                                                                      Page

         4.13     Order of Business......................................10

         4.14     Minutes of Meetings....................................11

         4.15     Executive Committee; Other Committees..................11

         4.16     Proviso................................................12

5.       POWERS AND DUTIES...............................................15

6.       OFFICERS........................................................17

         6.1      Executive Officers.....................................17

         6.2      President..............................................18

         6.3      Vice-President.........................................18

         6.4      Secretary..............................................18

         6.5      Treasurer..............................................18

         6.6      Other..................................................18

         6.7      Developer Appointees...................................18

7.       COMPENSATION....................................................19

8.       RESIGNATIONS....................................................19

9.       FISCAL MANAGEMENT...............................................19

         9.1      Budget.................................................19

         9.2      Assessments............................................21

         9.3      Assessments for Emergencies............................21

         9.4      Late Assessments.......................................22

         9.5      Depository.............................................22

         9.6      Acceleration of Installments Upon Default..............22

         9.7      Enforcement of Assessments.............................22

         9.8      Fidelity Bonds.........................................22

         9.9      Accounting Records and Reports.........................23

         9.10     Application of Payment.................................24

         9.11     Notice of Meetings.....................................24

         9.12     Limitation.............................................24

10.      ROSTER OF UNIT OWNERS...........................................24

11.      PARLIAMENTARY RULES.............................................24

                                      -ii-
<PAGE>
EXHIBIT 10.3                    TABLE OF CONTENTS
                                   (continued)
                                                                      Page

12.      AMENDMENTS......................................................24

         12.1     Notice.................................................24

         12.2     Adoption...............................................24

         12.3     Proviso................................................25

         12.4     Execution and Recording................................25

13.      RULES AND REGULATIONS...........................................25

14.      CONSTRUCTION....................................................25

15.      CAPTIONS........................................................25

16.      OFFICIAL RECORDS................................................25

17.      MANDATORY NONBINDING ARBITRATION................................27


                                     -iii-
<PAGE>
EXHIBIT 10.3

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

  A corporation not for profit organized under the laws of the State of Florida
  -----------------------------------------------------------------------------

1.       Identity. These are the Bylaws of Fortune House - Fort Lauderdale Beach
         Condominium Association, Inc. (the "Association"), a corporation not
         for profit incorporated under the laws of the State of Florida, and
         organized for the purpose of administering that certain condominium
         located in Broward County, Florida, and known as Fortune House - Fort
         Lauderdale Beach Condominium Hotel, a Condominium (the "Condominium").

         1.1      Principal Office. The principal office of the association
                  shall be at 2601 South Bayshore Drive, Ninth Floor, Miami,
                  Florida 33133, or at such other place as may be subsequently
                  designated by the Board of Directors. All books and records of
                  the Association shall be kept in Broward County, Florida, or
                  at such other place as may be permitted by the Act from time
                  to time.

         1.2      Fiscal Year. The fiscal year of the Association shall be the
                  calendar year. However, the Board of Directors of the
                  Association is expressly authorized, whenever it deems
                  advisable, to change to a different fiscal year.

         1.3      Seal. The seal of the Association shall bear the name of the
                  corporation, the word "Florida," the words "Corporation Not
                  for Profit," and the year of incorporation.

2.       Definitions. For convenience, these Bylaws shall be referred to as the
         "Bylaws" and the Articles of Incorporation of the Association as the
         "Articles." The other terms used in these Bylaws shall have the same
         definition and meaning as those set forth in the Declaration for the
         Condominium, unless herein provided to the contrary, or unless the
         context otherwise requires.

3.       Members.

         3.1      Annual Meeting. The annual members' meeting shall be held on
                  the date, at the place and at the time determined by the Board
                  of Directors from time to time, provided that there shall be
                  an annual meeting every calendar year and, in no event, no
                  later than twelve (12) months after the last preceding annual
                  meeting. The purpose of the meeting shall be, except as
                  provided herein to the contrary, to elect directors and to
                  transact any other business authorized to be transacted by the
                  members, or as stated in the notice of the meeting sent to
                  Unit Owners in advance thereof. Unless changed by the Board of
                  Directors, the first annual meeting shall be held on April 1
                  of the following year in which the Declaration is filed.

         3.2      Special Meetings. Special members' meeting shall be held at
                  such places as provided herein for annual meetings, and may be
                  called by the President or by a majority of the Board of
                  Directors of the Association, and must be called by the

                                       1
<PAGE>
EXHIBIT 10.3

                  President or Secretary upon receipt of a written request from
                  a majority of the members of the Association. The business
                  conducted at a special meeting shall be limited to that stated
                  in the notice of the meeting. Special meetings may also be
                  called by Unit Owners in the manner provided for in the Act,
                  including, but not Limited to, the following: (i) a special
                  meeting of the Unit Owners for purposes of recalling a member
                  or members of the Board of Directors, in accordance with
                  Section 718.112(2) of the Act, may be called by 10% of the
                  voting interests giving notice of the special meeting as
                  required for a meeting of unit owners, and (ii) such special
                  meeting as provided for in Article 9 of these Bylaws.

         3.3      Notice of Meeting; Waiver of Notice. Notice of a meeting of
                  members, specifically incorporating an identification of
                  agenda items, stating the time and place and purpose(s) for
                  which the meeting is called, shall be given by the President
                  or Secretary. A copy of the notice shall be posted at a
                  conspicuous place on the Condominium Property at least
                  fourteen (14) continuous days preceding the annual meeting.
                  The notice of the annual meeting shall be sent by mail to each
                  Unit Owner, unless the Unit Owner waives in writing the right
                  to receive notice of the annual meeting by mail. The delivery
                  or mailing shall be to the address of the member as it appears
                  on the roster of members. The posting and mailing of the
                  notice shall be effected not less than fourteen (14) days, nor
                  more than sixty (60) days, prior to the date of the meeting.
                  Proof of posting shall be given by affidavit, and proof of
                  mailing of the notice shall be given by affidavit or the
                  retention of a post office certificate of mailing.

                  Notice of specific meetings may be waived before or after the
                  meeting and the attendance of any member (or person authorized
                  to vote for such member) shall constitute such member's waiver
                  of notice of such meeting, except when his (or his authorized
                  representative's) attendance is for the express purpose of
                  objecting at the beginning of the meeting to the transaction
                  of business because the meeting is not lawfully called.

                  An officer of the Association shall provide an affidavit, to
                  be included in the official records of the Association,
                  affirming that notices of the Association meeting were mailed
                  or hand delivered in accordance with this Section and Section
                  718.112(2)(d) of the Act, to each Unit Owner at the address
                  last furnished to the Association. No other proof of notice of
                  a meeting shall be required.

                  Any Unit Owner may tape record or videotape meetings of the
                  members and may speak at such meetings with reference to all
                  designated agenda items subject, however, to Board rules.

         3.4      Quorum. A quorum at members' meetings shall be attained by the
                  presence, either in person or by proxy, of persons entitled to
                  cast in excess of 33-1/3% of the votes of the "Units".


         3.5      Voting.

                                       2
<PAGE>
EXHIBIT 10.3

                  (a)      Number of Votes. Except as provided in Paragraph 3.10
                           hereof, and except when the vote is to be determined
                           by a percentage of shares of ownership in the
                           Condominium (as contemplated in specific portions of
                           the Declaration), in any meeting of members, the
                           Owners of Units shall be entitled to cast one vote
                           for each Unit owned. The vote of a Unit shall not be
                           divisible.

                  (b)      Majority Vote. The acts approved by a majority of the
                           votes present in person or by proxy at a meeting at
                           which a quorum shall have been attained shall be
                           binding upon all Unit Owners for all purposes, except
                           where otherwise provided by law, the Declaration, the
                           Articles or these Bylaws. As used in these Bylaws,
                           the Articles or the Declaration, the terms "majority
                           of the Unit Owners" and "majority of the members"
                           shall mean a majority of the members themselves and
                           shall further mean more than 50% of the then total
                           authorized votes present in person or by proxy and
                           voting at any meeting of the Unit Owners at which a
                           quorum shall have been attained. Similarly, if some
                           greater percentage of members is required herein or
                           in the Declaration or Articles, it shall mean such
                           greater percentage of the votes of members and not of
                           the members themselves.

                  (c)      Voting Member. If a Unit is owned by one person, the
                           right to vote shall be established by the roster of
                           members. If a Unit is owned by more than one person,
                           those persons (including husbands and wives) shall
                           decide among themselves as to who shall cast the vote
                           of the Unit. In the event that those persons cannot
                           so decide, no vote shall be cast. A person casting a
                           vote for a Unit shall be presumed to have the
                           authority to do so unless the President or the Board
                           of Directors is otherwise notified. If a Unit is
                           owned by a corporation, the person entitled to cast
                           the vote for the Unit shall be designated by a
                           certificate signed by an appropriate officer of the
                           corporation and filed with the Secretary of the
                           Association. Such person need not be a Unit Owner.
                           Those certificates shall be valid until revoked or
                           until superseded by a subsequent certificate or until
                           a change in the ownership of the Unit concerned. A
                           certificate designating the person entitled to cast
                           the vote for a Unit may be revoked by any record
                           owner of an undivided interest in the Unit. If a
                           certificate designating the person entitled to cast
                           the vote for a Unit for which such certificate is
                           required is not on file or has been revoked, the vote
                           attributable to such Unit shall not be considered in
                           determining whether a quorum is present, nor for any
                           other purpose, and the total number of authorized
                           votes in the Association shall be reduced accordingly
                           until such certificate is filed.

         3.6      Proxies. Votes may be cast in person or by limited proxy. A
                  proxy may be made by any person entitled to vote, but shall
                  only be valid for the specific meeting for which originally
                  given and any lawfully adjourned meetings thereof. All proxies
                  must be filed with the Secretary before the appointed time of
                  each meeting and such proxy shall be valid only for the
                  particular meeting designated in the proxy and any lawfully
                  adjourned meeting thereof. In no event shall any proxy be
                  valid

                                       3
<PAGE>
EXHIBIT 10.3

                  for a period longer than ninety (90) days after the date of
                  the first meeting for which it was given. Every proxy shall be
                  revocable at any time at the pleasure of the person executing
                  it. A proxy must be in writing, signed by the person
                  authorized to cast the vote for the Unit (as above described),
                  name the person(s) voting by proxy and the person authorized
                  to vote for such person(s). Each proxy shall contain the date,
                  time and place of the meeting for which it is given and, shall
                  set forth the matters on which the proxy holder may vote and
                  the manner in which the vote is to be cast. Holders of proxies
                  need not be Unit Owners. No proxy, limited or general, shall
                  be used in the election of Board members, either in general
                  elections or elections to fill vacancies caused by recall,
                  resignation or otherwise except as may be otherwise provided
                  by the Act.

                  Except as specifically otherwise provided, Unit Owners may not
                  vote by general proxy, but may vote by limited proxies in the
                  form adopted by the Division of Florida Land Sales,
                  Condominiums and Mobile Homes of the Department of Business
                  and Professional Regulation (the "Division"). Limited proxies
                  and general proxies may be used to establish a quorum. Limited
                  proxies must be used for votes taken to waive or reduce
                  reserve; for votes taken to waive financial reporting
                  requirements; for votes taken to amend the Condominium
                  Documents; and any other matter for which the Act requires or
                  permits a vote of the Unit Owners. No proxy, limited or
                  general, may be used in the election of Board members. General
                  proxies may be used for other matters for which limited
                  proxies are not required, and may also be used in voting for
                  nonsubstantive changes to items for which a limited proxy is
                  required and given.

         3.7      Adjourned Meetings. If any proposed meeting cannot be
                  organized because a quorum has not been attained, the members
                  who are present, either in person or by proxy, may adjourn the
                  meeting from time to time until a quorum is present, provided
                  notice of the newly scheduled meeting is given in the manner
                  required for the giving of notice of a meeting. Except as
                  required above, proxies given for the adjourned meeting shall
                  be valid for the newly scheduled meeting unless revoked for
                  reasons other than the new date of the meeting.

         3.8      Order of Business. If a quorum has been attained, the order of
                  business at annual members' meetings, and, if applicable, at
                  other members' meetings, shall be:

                  (a)      Call to order by President;

                  (b)      Appointment by the President of a chairman of the
                           meeting (who need not be a member or a director);

                  (c)      Appointment of inspectors of election;

                  (d)      Election of Directors;

                  (e)      Proof of notice of the meeting or waiver of notice;

                  (f)      Reading of minutes;

                                       4
<PAGE>
EXHIBIT 10.3

                  (g)      Reports of officers;

                  (h)      Reports of committees;

                  (i)      Unfinished business;

                  (j)      New business;

                  (k)      Adjournment.

         Such order may be waived in whole or in part by direction of the
chairman.

         3.9      Minutes of Meeting. The minutes of all meetings of Unit Owners
                  shall be kept in a book available for inspection by Unit
                  Owners or their authorized representatives and Board members
                  at any reasonable time. The Association shall retain these
                  minutes for a period of not less than seven (7) years.

         3.10     Action Without a Meeting. Anything to the contrary herein
                  notwithstanding, to the extent lawful, any action required to
                  be taken at any annual or special meeting of members, or any
                  action which may be taken at any annual or special meeting of
                  such members, may be taken without a meeting, without prior
                  notice and without a vote if a consent in writing, setting
                  forth the action so taken, shall be signed by the members (or
                  persons authorized to cast the vote of any such members as
                  elsewhere herein set forth) having not less than the minimum
                  number of votes that would be necessary to authorize or take
                  such action at a meeting of members at which a quorum of
                  members (or authorized persons) entitled to vote thereon were
                  present and voted. Within ten (10) days after obtaining such
                  authorization by written consent, notice must be given to
                  members who have not consented in writing. The notice shall
                  fairly summarize the material features of the authorized
                  action.

4.       Directors.

         4.1      Membership. The affairs of the Association shall be governed
                  by a Board of not less than three (3) nor more than five (5)
                  directors, the exact number to be determined in the first
                  instance in the Articles, and, thereafter, except as provided
                  herein, from time to time upon majority vote of the
                  membership; provided, however, that the number of directors
                  shall always be an odd number. During Developer control,
                  Directors need not be Unit Owners; provided, however, upon
                  turnover any Director shall be a Unit Owner.

         4.2      Election of Directors. The election of Directors shall be
                  conducted in the following manner:

                  (a)      Election of Directors shall be held at the annual
                           members' meeting, except as provided herein to the
                           contrary.

                                       5
<PAGE>
EXHIBIT 10.3

                  (b)      Not less than sixty (60) days before a scheduled
                           election, the Association shall mail or deliver,
                           whether by separate Association mailing or included
                           in another Association mailing or delivery including
                           regularly published newsletters, to each Unit Owner
                           entitled to vote, a first notice of the date of the
                           election. Such first notice must contain the name and
                           correct mailing address of the secretary of the
                           Association or person designated by the secretary of
                           the Association. Any Unit Owner or other eligible
                           person desiring to be a candidate for the Board of
                           Directors shall give written notice to the Secretary
                           of the Association not less than forty (40) days
                           before a scheduled election. Together with the
                           written notice and agenda as set forth in Florida
                           Statutes, Section 718.112(2)(d), the Association
                           shall then mail or deliver a second notice of the
                           election to all Unit Owners entitled to vote therein,
                           together with a ballot which shall list all
                           candidates. Upon request of a candidate the
                           Association shall include an information sheet, no
                           larger than 8 1/2 inches by 11 inches which must be
                           furnished by the candidate not less than thirty-five
                           (35) days before the election, to be included with
                           the mailing of the ballot, with the costs of mailing
                           or delivery and copying to be borne by the
                           Association. However, the Association has no
                           liability for the contents of information sheets
                           prepared by candidates. In order to reduce costs, the
                           Association may print or duplicate the information
                           sheets on both sides of the paper.

                  (c)      The election shall be by written ballot or voting
                           machine, and by a plurality of the votes cast, each
                           person being entitled to cast his vote for each of as
                           many nominees as there are vacancies to be filled.
                           There shall be no cumulative voting. There shall be
                           no quorum requirement or minimum number of votes
                           necessary for election of the Board of Directors
                           however at least 20% of the eligible voters must cast
                           a ballot in order to have a valid election of members
                           of the Board of Directors.

         4.3      Vacancies and Removal.

                  (a)      Except as to vacancies resulting from removal of
                           Directors by members, vacancies in the Board of
                           Directors occurring between annual meetings of
                           members shall be filled by the remaining Directors,
                           provided that all vacancies in directorships to which
                           Directors were appointed by the Developer pursuant to
                           the provisions of paragraph 4.16 hereof shall be
                           filled by the Developer without the necessity of any
                           meeting.

                  (b)      Any Director elected by the members (other than the
                           Developer) may be removed by concurrence of a
                           majority of the votes of all the voting interests at
                           a special meeting of members called for that purpose,
                           which meeting may be called by 10% of the voting
                           interests, giving notice of the meeting as required
                           for a meeting of Unit Owners, and stating the purpose
                           of the meeting, or by written agreement signed by a
                           majority of the Owners of all Units.

                                       6
<PAGE>
EXHIBIT 10.3

                           If the recall is approved by a majority of all voting
                           interests by a vote at a meeting, the recall will be
                           effective as provided herein. The Board shall duly
                           notice and hold a Board meeting within five (5) full
                           business days of the adjournment of the Unit Owner
                           meeting to recall one or more Board members. At the
                           meeting, the Board shall either certify the recall,
                           in which case such member or members shall be
                           recalled effective immediately and shall turn over to
                           the Board within five (5) full business days any and
                           all records and property of the Association in their
                           possession, or shall proceed as set forth below
                           regarding procedures where the Board has not
                           certified the recall.

                           If the proposed recall is by an agreement in writing
                           by a majority of all voting interests, the agreement
                           in writing or a copy thereof shall be served on the
                           Association by certified mail or by personal service
                           in the manner authorized by Chapter 48 of the Act and
                           the Florida Rules of Civil Procedure. The Board of
                           Directors shall duly notice and hold a meeting of the
                           Board within five (5) full business days after
                           receipt of the agreement in writing. At the meeting,
                           the Board shall either certify the written agreement
                           to recall a member or members of the Board, in which
                           case such member or members shall be recalled
                           effective immediately and shall turn over to the
                           Board within five (5) full business days any and all
                           records and property of the Association in their
                           possession, or proceed as described below.

                           If the Board determines not to certify the written
                           agreement to recall a member or members of the Board,
                           or does not certify the recall by a vote at a
                           meeting, the Board shall, within five (5) full
                           business days after the meeting, file with the
                           Division a petition for arbitration pursuant to the
                           procedures in Florida Statutes, Section 718.1255. For
                           the purposes of this section, the Unit Owners who
                           voted at the meeting or who executed the agreement in
                           writing shall constitute one party under the petition
                           for arbitration. If the arbitrator certifies the
                           recall as to any member or members of the Board, the
                           recall will be effective upon mailing of the final
                           order of arbitration to the Association. If the
                           Association fails to comply with the order of the
                           arbitrator, the Division may take action pursuant to
                           Florida Statutes, Section 718.501. Any member or
                           members so recalled shall deliver to the Board any
                           and all records of the Association in their
                           possession within five (5) full business days of the
                           effective date of the recall.

                           If the Board fails to duly notice and hold a Board
                           meeting within five (5) full business days of service
                           of an agreement in writing or within five (5) full
                           business days of the adjournment of the Unit Owner
                           recall meeting, the recall shall be deemed effective
                           and the Board members so recalled shall immediately
                           turn over to the Board any and all records and
                           property of the Association.

                                       7
<PAGE>
EXHIBIT 10.3

                           If a vacancy occurs on the Board as a result of a
                           recall and less than a majority of the Board members
                           are removed, the vacancy may be filled by the
                           affirmative vote of a majority of the remaining
                           Directors, notwithstanding any provision to the
                           contrary contained in Section 4 herein. If vacancies
                           occur on the Board as a result of a recall and a
                           majority or more of the Board members are removed,
                           the vacancies shall be filled in accordance with
                           procedural rules to be adopted by the Division.

                  (c)      Anything to the contrary herein notwithstanding,
                           until a majority of the Directors are elected by the
                           members other than the Developer of the Condominium,
                           neither the first Director of the Association, nor
                           any Directors replacing them, nor any Directors named
                           by the Developer, shall be subject to removal by
                           members other than the Developer. The first Directors
                           and Directors replacing them may be removed and
                           replaced by the Developer without the necessity of
                           any meeting.

                  (d)      If the Association's failure to fill vacancies on the
                           Board of Directors results in the inability to obtain
                           a quorum of directors in accordance with these
                           Bylaws, any Owner may apply to the Circuit Court
                           within whose jurisdiction the Condominium lies for
                           the appointment of a receiver to manage the affairs
                           of the Association. At least thirty (30) days prior
                           to applying to the Circuit Court, the Unit Owner
                           shall mail to the Association and post in a
                           conspicuous place on the Condominium Property a
                           notice describing the intended action and giving the
                           Association an opportunity to fill the vacancy(ies)
                           in accordance with these Bylaws. If, during such
                           time, the Association fails to fill the vacancy(ies),
                           the Unit Owner may proceed with the petition. If a
                           receiver is appointed, the Association shall be
                           responsible for the salary of the receiver, court
                           costs and attorneys' fees. The receiver shall have
                           all powers and duties of a duly constituted Board of
                           Directors, and shall serve until the Association
                           fills the vacancy(ies) on the Board sufficient to
                           constitute a quorum in accordance with these Bylaws.

         4.4      Term. Except as provided herein to the contrary, the term of
                  each Director's service shall extend until the next annual
                  meeting of the members and subsequently until his successor is
                  duly elected and has taken office, or until he is removed in
                  the manner elsewhere provided.

         4.5      Organizational Meeting. The organizational meeting of
                  newly-elected or appointed Directors shall be held within ten
                  (10) days of their election or appointment at such place and
                  time as shall be fixed by the Directors at the meeting at
                  which they were elected or appointed, and no further notice to
                  the Board of the organizational meeting shall be necessary;
                  provided, however, in the event the organizational meeting
                  shall follow the annual meeting in which the Directors were
                  newly elected or appointed, the notice of the annual meeting
                  shall

                                       8
<PAGE>
EXHIBIT 10.3

                  serve as notice of the organizational meeting if said notice
                  properly provided for the organizational meeting to be held at
                  that time.

         4.6      Regular Meetings. Regular meetings of the Board of Directors
                  may be held at such time and place as shall be determined,
                  from time to time, by majority of the Directors. Notice of
                  regular meetings which specifically incorporates an
                  identification of agenda items shall be given to each
                  Director, personally or by mail, telephone or telegraph, and
                  shall be transmitted at least forty-eight (48) hours prior to
                  the meeting. Regular meetings of the Board of Directors shall
                  be open to all Unit Owners and notice of such meetings, which
                  notice shall specifically incorporate an identification of
                  agenda items, shall be posted conspicuously on the Condominium
                  Property at least forty-eight (48) continuous hours in advance
                  for the attention of the members of the Association, except in
                  the event of an emergency, and Unit Owners shall have a
                  reasonable right to attend and the right to speak with
                  reference to all designated agenda items. The Board may adopt
                  reasonable rules governing the frequency, duration and manner
                  of Unit Owner statements. Unit Owners may tape record or
                  videotape meetings of the Board. Directors may not vote by
                  proxy or secret ballot at Board meetings. A vote or abstention
                  of each Director present shall be recorded in the minutes.

                  A Director who is present at a meeting of the Board at which
                  action on any corporate matter is taken shall be presumed to
                  have assented to the action taken, unless that Director votes
                  against such action or abstains from voting in respect
                  thereto, because of an asserted conflict of interest.

         4.7      Special Meetings. Special meetings of the Directors may be
                  called by the President, and must be called by the President
                  or Secretary at the written request of one-third (1/3) of the
                  Directors. For so long as the Developer is in control of the
                  Association, special meetings of the Directors may be called
                  by the Developer. Notice of the meeting shall be given
                  personally or by mail, telephone or telegraph, which notice
                  shall state the time, place and purpose of the meeting, and
                  shall be transmitted not less than forty-eight (48) hours
                  prior to the meeting. Special meetings of the Board of
                  Directors shall be open to all Unit Owners, and notice of such
                  meetings, which notice shall specifically incorporate an
                  identification of agenda items, shall be posted conspicuously
                  on the Condominium Property at least forty-eight (48)
                  continuous hours in advance for the attention of the members
                  of the Association except in the event of an emergency, and
                  Unit Owners shall have a reasonable right to participate. The
                  Board may adopt reasonable rules governing the frequency,
                  duration and manner of Unit Owner statements. Unit Owners may
                  tape record or videotape meetings of the Board. Directors may
                  not vote by proxy or secret ballot at Board Meetings. A vote
                  or abstention for each Director present shall be recorded in
                  the Minutes.


                  Notwithstanding the foregoing, written notice of any meeting
                  at which nonemergency special assessments, or at which
                  amendment to rules regarding Unit use will be considered shall
                  be mailed or delivered to the Unit Owners and

                                       9
<PAGE>
EXHIBIT 10.3

                  posted conspicuously on the Condominium Property not less than
                  fourteen (14) days prior to the meeting.

         4.8      Waiver of Notice. Any Director may waive notice of a meeting
                  before or after the meeting and that waiver shall be deemed
                  equivalent to the due receipt by said Director of notice.
                  Attendance by any Director at a meeting, except when his
                  attendance is for the express purpose of objecting at the
                  beginning of the meeting to the transaction of business
                  because the meeting is not lawfully called, shall be deemed
                  equivalent to the due receipt by said Director of notice.

         4.9      Quorum. A quorum of Directors' meetings shall consist of a
                  majority of the entire Board of Directors. The acts approved
                  by a majority of those present at a meeting at which a quorum
                  is present shall constitute the acts of the Board of
                  Directors, except when approval by a greater number of
                  Directors is specifically required by the Declaration, the
                  Articles or these Bylaws.

                  Meetings of the Board of Directors and any committee thereof
                  at which a quorum of the members of that committee are present
                  shall be open to all Unit Owners. The right to attend such
                  meetings includes the right to speak with reference to all
                  designated agenda items, provided, however, the Association
                  may adopt reasonable rules governing the frequency, duration
                  and manner of Unit Owner statements. Unit Owners shall have
                  the right to tape record or videotape the meetings of the
                  Board of Directors, subject to reasonable rules adopted by the
                  Division.

         4.10     Adjourned Meetings. If, at any proposed meeting of the Board
                  of Directors, there is less than a quorum present, the
                  majority of those present may adjourn the meeting from time to
                  time until a quorum is present, provided notice of such newly
                  scheduled meeting is given as required hereunder. At any newly
                  scheduled meeting, any business that might have been
                  transacted at the meeting as originally called may be
                  transacted.

         4.11     Joinder in Meeting by Approval of Minutes. The joinder of a
                  Director in the action of a meeting by signing and concurring
                  in the minutes of that meeting shall constitute the approval
                  of that Director of the business conducted at the meeting, but
                  such joinder shall not allow the applicable Director to be
                  counted as being present for purposes of quorum.

         4.12     Presiding Office. The presiding officer at the Directors'
                  meetings shall be the President (who may, however, designate
                  any other person to preside).

         4.13     Order of Business. If a quorum has been attained, the order of
                  business at Directors' meetings shall be:

                  (a)      Election of Chairman;

                  (b)      Roll Call;

                                       10
<PAGE>
EXHIBIT 10.3

                  (c)      Proof of due notice of meeting;

                  (d)      Reading and disposal of any unapproved minutes;

                  (e)      Reports of officers and committees;

                  (f)      Election of Inspectors of Election;

                  (g)      Election of officers;

                  (h)      Unfinished business;

                  (i)      New Business;

                  (j)      Adjournment.

                  Such order may be waived in whole or in part by direction of
                  the presiding officer.

         4.14     Minutes of Meetings. The minutes of all meetings of the Board
                  of Directors shall be kept in a book available for inspection
                  by Unit Owners, or their authorized representatives, and Board
                  members at any reasonable time. The Association shall retain
                  minutes of all meetings of the Board of Directors for a period
                  of not less than seven (7) years.

         4.15     Executive Committee; Other Committees. The Board of Directors
                  may, by resolution duly adopted, appoint an Executive
                  Committee to consist of three (3) or more members of the Board
                  of Directors. Such Executive Committee shall have and may
                  exercise all of the powers of the Board of Directors in
                  management of the business and affairs of the Condominium
                  during the period between the meetings of the Board of
                  Directors insofar as may be permitted by law, except that the
                  Executive Committee shall not have power to (a) determine the
                  Common Expenses required for the affairs of the Condominium,
                  (b) determine the Assessments payable by the Unit Owners to
                  meet the Common Expenses of the Condominium, (c) adopt or
                  amend any rules and regulations covering the details of the
                  operation and use of the Condominium Property, or (d) exercise
                  any of the powers set forth in paragraphs (f), (g), (h), (n)
                  and (o) of Section 5 below.

                  The Board may by resolution also create other committees and
                  appoint persons to such committees and vest in such committees
                  such powers and responsibilities as the Board shall deem
                  advisable. Such other committees shall have and may exercise
                  all of the powers of the Board of Directors in management of
                  the business and affairs of the Condominium during the period
                  between the meetings of the Board of Directors insofar as may
                  be permitted by law, except that such other committees shall
                  not have power to (a) determine the Common Expenses required
                  for the affairs of the Condominium, (b) determine the
                  Assessments payable by the Unit Owners to meet the Common
                  Expenses of the Condominium, (c) adopt or amend any rules and
                  regulations covering the details of the operation

                                       11
<PAGE>
EXHIBIT 10.3

                  and use of the Condominium Property, or (d) exercise any of
                  the powers set forth in paragraphs (f), (g), (h), (n) and (o)
                  of Section 5 below.

                  Meetings of any committee of the Board at which a quorum of
                  the members of that committee are present shall be open to all
                  Unit Owners. Written notice, which notice shall specifically
                  incorporate an identification of agenda items, of all
                  committee meetings shall be posted conspicuously on the
                  Condominium Property at least forty-eight (48) continuous
                  hours preceding the meeting, except in an emergency.

         4.16     Proviso. Notwithstanding anything to the contrary contained in
                  this Section 4 or otherwise, the Board shall consist of three
                  directors during the period that the Developer is entitled to
                  appoint a majority of the Directors, as hereinafter provided.
                  The Developer shall have the right to appoint all of the
                  members of the Board of Directors until Unit Owners other than
                  the Developer own 15% or more of the Units that will be
                  operated ultimately by the Association. When Unit Owners other
                  than the Developer own 15% or more of the Units that will be
                  operated ultimately by the Association, the Unit Owners other
                  than the Developer shall be entitled to elect not less than
                  one-third (1/3) of the members of the Board of Directors. Upon
                  the election of such director(s), the Developer shall forward
                  to the Division of Florida Land Sales and Condominiums the
                  name and mailing address of the director(s) elected. Unit
                  Owners other than the Developer are entitled to elect not less
                  than a majority of the members of the Board of Directors (a)
                  three years after 50% of the Units that will be operated
                  ultimately by the Association have been conveyed to
                  purchasers; (b) three months after 90% of the Units that will
                  be operated ultimately by the Association have been conveyed
                  to the purchasers; (c) when all of the Units that will be
                  operated ultimately by the Association have been completed,
                  some of them have been conveyed to purchasers, and none of the
                  others are being offered for sale by the Developer in the
                  ordinary course of business; (d) when some of the Units have
                  been conveyed to purchasers, and none of the others are being
                  constructed or offered for sale by the Developer in the
                  ordinary course of business, or (e) seven (7) years after
                  recordation of the Declaration of Condominium in the public
                  records, whichever occurs first. The Developer is entitled
                  (but not obligated) to elect at least one (1) member of the
                  Board of Directors as long as the Developer holds for sale in
                  the ordinary course of business at least 5% of the Units in
                  the Condominium that ultimately will be operated by the
                  Association. Following the time the Developer relinquishes
                  control of the Association, the Developer may exercise the
                  right to vote any Developer-owned Units in the same manner as
                  any other Unit Owners except for purposes of reacquiring
                  control of the Association or selecting the majority of
                  members of the Board of Directors.


                  The Developer can turn over control of the Association to Unit
                  Owners other than the Developer prior to such dates in its
                  sole discretion by causing all of its appointed Directors to
                  resign, whereupon it shall be the affirmative obligation of
                  Unit Owners other than the Developer to elect Directors and
                  assume control of the

                                       12
<PAGE>
EXHIBIT 10.3

                  Association. Provided at least thirty (30) days' notice of
                  Developer's decision to cause its appointees to resign is
                  given to Unit Owners, neither the Developer, nor such
                  appointees, shall be liable in any manner in connection with
                  such resignations even if the Unit Owners other than the
                  Developer refuse or fail to assume control.

                  Within seventy-five (75) days after the Unit Owners other than
                  the Developer are entitled to elect a member or members of the
                  Board of Directors or sooner if the Developer has elected to
                  accelerate such event as aforesaid, the Association shall
                  call, and give not less than sixty (60) days' notice of a
                  meeting of the Unit Owners to elect such member or members of
                  the Board of Directors. The election shall proceed as herein
                  before provided for the election of Directors in paragraph 4.2
                  hereof. The meeting may be called and the notice given by any
                  Unit Owner if the Association fails to do so.

                  Within a reasonable time after Unit Owners other than the
                  Developer elect a majority of the members of the Board of
                  Directors of the Association (but not more than ninety (90)
                  days after such event), the Developer shall relinquish control
                  of the Association and shall deliver to the Association all
                  property of the Unit Owners and of the Association held or
                  controlled by the Developer, including, but not limited to,
                  the following items, if applicable:

                  (a)      The original or a photocopy of the recorded
                           Declaration of Condominium, and all amendments
                           thereto. If a photocopy is provided, the Developer
                           must certify by affidavit that it is a complete copy
                           of the actual recorded Declaration.

                  (b)      A certified copy of the Articles of Incorporation of
                           the Association.

                  (c)      A copy of the Bylaws of the Association.

                  (d)      The minute books, including all minutes, and other
                           books and records of the Association.

                  (e)      Any rules and regulations which have been
                           promulgated.

                  (f)      Resignations of resigning officers and Board members
                           who were appointed by the Developer.

                  (g)      The financial records, including financial statements
                           of the Association, and source documents from the
                           incorporation of the Association through the date of
                           turnover. The records shall be audited for the period
                           from the incorporation of the Association or from the
                           period covered by the last audit, if an audit has
                           been performed for each fiscal year since
                           incorporation, by an independent certified public
                           accountant. All financial statements shall be
                           prepared in accordance with generally

                                       13
<PAGE>
EXHIBIT 10.3

                           accepted accounting principles and shall be audited
                           in accordance with generally accepted auditing
                           standards, as prescribed by the Florida Board of
                           Accountancy, pursuant to Chapter 473 of the Florida
                           Statutes. The accountant performing the audit shall
                           examine to the extent necessary supporting documents
                           and records, including the cash disbursements and
                           related paid invoices to determine if expenditures
                           were for Association purposes and the billings, cash
                           receipts, and related records to determine that the
                           Developer was charged and paid the proper amounts of
                           assessments.

                  (h)      Association funds or the control thereof.

                  (i)      All tangible personal property that is the property
                           of the Association which is or was represented by the
                           Developer to be part of the Common Elements or is
                           ostensibly part of the Common Elements, and an
                           inventory of such property.

                  (j)      A copy of the plans and specifications utilized in
                           the construction or remodeling of Improvements and
                           the supplying of equipment and for the construction
                           and installation of all mechanical components
                           servicing the Improvements and the Condominium
                           Property, with a Certificate, in affidavit form, of
                           an officer of the Developer or an architect or
                           engineer authorized to practice in Florida, that such
                           plans and specifications represent, to the best of
                           their knowledge and belief, the actual plans and
                           specifications utilized in the construction and
                           improvement of the Condominium Property and the
                           construction and installation of the mechanical
                           components serving the Improvements and the
                           Condominium Property.

                  (k)      A list of the names and addresses, of which the
                           Developer had knowledge at any time in the
                           development of the Condominium, of all contractors,
                           subcontractors, and suppliers utilized in the
                           construction or remodeling of the improvements and in
                           the landscaping of the Condominium or Association
                           property.

                  (l)      Insurance policies.

                  (m)      Copies of all Certificates of Occupancy which may
                           have been issued for the Condominium Property.

                  (n)      Any other permits issued by governmental bodies
                           applicable to the Condominium Property in force or
                           issued within one (1) year prior to the date the Unit
                           Owners take control of the Association.

                  (o)      All written warranties of contractors,
                           subcontractors, suppliers and manufacturers, if any,
                           that are still effective.

                  (p)      A roster of Unit Owners and their addresses and
                           telephone numbers, if known, as shown on the
                           Developer's records.

                                       14
<PAGE>
EXHIBIT 10.3

                  (q)      Leases of the Common Elements and other Leases to
                           which the Association is a party, if applicable.

                  (r)      Employment contracts or service contracts in which
                           the Association is one of the contracting parties, or
                           service contracts in which the Association or Unit
                           Owners have an obligation or responsibility directly
                           or indirectly, to pay some or all of the fee or
                           charge of the person or persons performing the
                           service.

                  (s)      All other contracts to which the Association is a
                           party.

5.       Powers and Duties. The Board of Directors shall have the powers and
         duties granted to it by law, the Declaration, the Act, the Articles,
         and these Bylaws necessary for the administration of the affairs of the
         Condominium and may take all acts, through the proper officers of the
         Association, in executing such powers, except such acts which by law,
         the Declaration, the Articles or these Bylaws may not be delegated to
         the Board of Directors by the Unit Owners. Such powers and duties of
         the Board of Directors shall include, without limitation (except as
         limited elsewhere herein), the following:

                  (a)      Operating and maintaining the Common Elements.

                  (b)      Determining the expenses required for the operation
                           of the Condominium and the Association.

                  (c)      Employing and dismissing the personnel necessary for
                           the maintenance and operation of the Common Elements.

                  (d)      Adopting and amending rules and regulations
                           concerning the details of the operation and use of
                           the Units and the Condominium Property, subject to a
                           right of the Unit Owners to overrule the Board as
                           provided in Section 13 hereof.

                  (e)      Maintaining bank accounts on behalf of the
                           Association and designating the signatory or
                           signatories required therefor.

                  (f)      Purchasing, leasing or otherwise acquiring Units or
                           other property in the name of the Association, or its
                           designee.

                  (g)      Purchasing Units at foreclosure or other judicial
                           sales, in the name of the Association, or its
                           designee.


                  (h)      Selling, leasing, mortgaging or otherwise dealing
                           with Units acquired, and subleasing Units leased, by
                           the Association, or its designee.

                  (i)      Organizing corporations and appointing persons to act
                           as designees of the Association in acquiring title to
                           or leasing Units or other property.

                                       15
<PAGE>
EXHIBIT 10.3

                  (j)      Obtaining and reviewing insurance for the Condominium
                           Property.

                  (k)      Making repairs, additions and improvements to, or
                           alterations of, Condominium Property, and repairs to
                           and restoration of the Condominium Property, in
                           accordance with the provisions of the Declaration
                           after damage or destruction by fire or other
                           casualty, or as a result of condemnation or eminent
                           domain proceedings or otherwise.

                  (l)      Enforcing obligations of the Unit Owners, allocating
                           profits and expenses and taking such other actions as
                           shall be deemed necessary and proper for the sound
                           management of the Condominium.

                  (m)      Levying reasonable fines against appropriate Unit
                           Owners for violations by the Unit Owners, their
                           occupants, licensees or invitees of the Declaration,
                           these Bylaws, or the rules and regulations
                           established by the Association. No fine shall exceed
                           the highest amount permitted under the Act (as it may
                           be amended from time to time). However, a fine may be
                           levied on the basis of each day of a continuing
                           violation, provided that the maximum fine shall not
                           exceed the aggregate maximum permitted under the Act
                           (as it may be amended from time to time). No fine
                           shall be levied except after giving reasonable notice
                           and opportunity for a hearing to the affected Unit
                           Owner and, if applicable, his tenant, licensee or
                           invitee. No fine shall become a lien upon a Unit,
                           unless permitted by the Act (as it may be amended
                           from time to time).

                  (n)      Purchasing or leasing Units for use by resident
                           superintendents and other similar persons.

                  (o)      Borrowing money on behalf of the Condominium when
                           required in connection with the operation, care,
                           upkeep and maintenance of the Common Elements or the
                           acquisition of property, and granting mortgages on
                           and/or security interests in Association owned
                           property; provided, however, that the consent of the
                           Owners of at least 75% of the Units represented at a
                           meeting at which a quorum has been attained in
                           accordance with the provisions of these Bylaws shall
                           be required for the borrowing of any sum which would
                           cause the total outstanding indebtedness of the
                           Association to exceed $10,000.00. If any sum borrowed
                           by the Board of Directors on behalf of the
                           Condominium pursuant to the authority contained in
                           this subparagraph (o) is not repaid by the
                           Association, a Unit Owner who pays to the creditor
                           such portion thereof as his interest in his Common
                           Elements bears to the interest of all of the Unit
                           Owners in the Common Elements shall be entitled to
                           obtain from the creditor a release of any judgment or
                           other lien which said creditor shall have filed or
                           shall have the right to file against, or which will
                           affect, such Unit Owner's Unit; provided always,
                           however, the Association shall take no action
                           authorized in this paragraph without the prior
                           written consent of the Developer as long as the
                           Developer owns any Unit.

                                       16
<PAGE>
EXHIBIT 10.3

                  (p)      Contracting for the management and maintenance of the
                           Condominium Property and authorizing a management
                           agent (who 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
                           documents and the Act, including, but not limited to,
                           the making of Assessments, promulgation of rules and
                           execution of contracts on behalf of the Association.

                           Notwithstanding the foregoing, in the event that a
                           lawsuit is to be brought against the Developer for
                           any reason whatsoever, ninety percent (90%) of the
                           membership must agree, at a meeting duly called for
                           such purpose, prior to institution of any such
                           litigation.

                  (q)      At its discretion, authorizing Unit Owners or other
                           persons to use portions of the Common Elements for
                           private parties and gatherings and imposing
                           reasonable charges for such private use (to the
                           extent permitted by the Act).

                  (r)      Exercising (i) all powers specifically set forth in
                           the Declaration, the Articles, these Bylaws and in
                           the Act, (ii) all powers incidental thereto, and
                           (iii) all other powers of a Florida corporation not
                           for profit.

                  (s)      Contracting with and creating or joining in the
                           creation of special taxing districts, joint councils
                           and the like.

                  (t)      Acquiring and conveying Common Elements for the
                           purposes of providing utility easements, right-of-way
                           expansion or other public purpose whether negotiated
                           or as part of the eminent domain procedure which
                           authority can be exercised by the Board of Directors
                           without approval of the Unit Owners.

6.       Officers.

         6.1      Executive Officers. The initial executive officers of the
                  Association shall be a President, a Vice-President, a
                  Treasurer and a Secretary (none of whom need be Directors or
                  Unit Owners), all of whom shall be elected by the Board of
                  Directors (which may create and fill other offices as provided
                  herein) and who may be peremptorily removed at any meeting by
                  concurrence of a majority of all the Directors. A person may
                  hold more than one office, except that the President may not
                  also be the Secretary. No person shall sign an instrument or
                  perform an act in a capacity of more than one office. The
                  Board of Directors from time to time shall

                                       17
<PAGE>
EXHIBIT 10.3

                  elect such other officers and designate their powers and
                  duties as the Board shall deem necessary or appropriate to
                  manage the affairs of the Association.

         6.2      President. The President shall be the chief executive officer
                  of the Association. He shall have all of the powers and duties
                  that are usually vested in the office of president of an
                  association.

         6.3      Vice-President. The Vice-President shall exercise the powers
                  and perform the duties of the President in the absence or
                  disability of the President. He also shall assist the
                  President and exercise such other powers and perform such
                  other duties as are incident to the office of the vice
                  president of an association and as may be required by the
                  Directors or the President.

         6.4      Secretary. The Secretary shall keep the minutes of all
                  proceedings of the Directors and the members. He shall attend
                  to the giving of all notices to the members and Directors and
                  other notices required by law. He shall have custody of the
                  seal of the Association and shall affix it to instruments
                  requiring the seal when duly signed. He shall keep the records
                  of the Association, except those of the Treasurer, and shall
                  perform all other duties incident to the office of the
                  secretary of an association and as may be required by the
                  Directors or the President.

         6.5      Treasurer. The Treasurer shall have custody of all property of
                  the Association, including funds, securities and evidences of
                  indebtedness. He shall keep books of account for the
                  Association in accordance with good accounting practices,
                  which, together with substantiating papers, shall be made
                  available to the Board of Directors for examination at
                  reasonable times. He shall submit a treasurer's report to the
                  Board of Directors at reasonable intervals and shall perform
                  all other duties incident to the office of treasurer and as
                  may be required by the Directors or the President. All monies
                  and other valuable effects shall be kept for the benefit of
                  the Association in such depositories as may be designated by a
                  majority of the Board of Directors.

         6.6      Additional Offices. The Board of Directors may create
                  additional offices from time to time and appoint persons to
                  fill such offices, subject to removal at the discretion of the
                  Board.

         6.7      Developer Appointees. No officer appointed by the Directors
                  designated by the Developer may be removed except as provided
                  in subsection 4.16 hereof and by law.

7.       Compensation. Neither Directors nor officers shall receive compensation
         for their services as such, but this provision shall not preclude the
         Board of Directors from employing a Director or officer as an employee
         of the Association, nor preclude contracting with a Director or officer
         for the management of the Condominium or for any other service to be
         supplied by such Director or officer. Directors and officers shall be

                                       18
<PAGE>
EXHIBIT 10.3

         compensated for all actual and proper out-of-pocket expenses relating
         to the proper discharge of their respective duties.

8.       Resignations. Any Director or officer may resign his post at any time
         by written resignation, delivered to the President or Secretary, which
         shall take effect upon its receipt unless a later date is specified in
         the resignation, in which event the resignation shall be effective from
         such date unless withdrawn. The acceptance of a resignation shall not
         be required to make it effective. The conveyance of all Units owned by
         any Director or officer (other than appointees of the Developer or
         officers who were not Unit Owners) shall constitute a written
         resignation of such Director or officer.

9.       Fiscal Management. The provisions for fiscal management of the
         Association set forth in the Declaration and Articles shall be
         supplemented by the following provisions:

         9.1      Budget.

                  (a)      Adoption by Board; Items. The Board of Directors
                           shall from time to time, and at least annually,
                           prepare a budget for the Condominium (which shall
                           detail all accounts and items of expense and contain
                           at least all items set forth in Section 718.504(20)
                           of the Act, if applicable), determine the amount of
                           Assessments payable by the Unit Owners to meet the
                           expenses of such Condominium and allocate and assess
                           such expenses among the Unit Owners in accordance
                           with the provisions of the Declaration. In addition
                           to annual operating expenses, the budget shall
                           include reserve accounts for capital expenditures and
                           deferred maintenance (to the extent required by law).
                           These accounts shall include, but not be limited to,
                           roof replacement, building painting, and pavement
                           resurfacing. The amount of reserves shall be computed
                           by means of a formula which is based upon the
                           estimated remaining useful life and the estimated
                           replacement cost of each reserve item. However, prior
                           to turnover of control of the Association by the
                           Developer pursuant to Section 718.301 of the Act, the
                           Developer may vote to waive the reserves for the
                           first two years of the operation of the Association,
                           after which time reserves may only be waived or
                           reduced upon the vote of a majority of all
                           nondeveloper voting interests voting in person or by
                           limited proxy at a duly called meeting of the
                           Association. If a meeting of Unit Owners has been
                           called to determine to provide no reserves or
                           reserves less adequate than required, and such result
                           is not attained or a quorum is not attained, the
                           reserves, as included in the budget, shall go into
                           effect. Reserve funds and any interest accruing
                           thereon shall remain in the reserve account or
                           accounts and shall be used only for authorized
                           reserve expenditures, unless their use for other
                           purposes is approved in advance by a vote of the
                           majority of the voting interest voting in person or
                           by limited proxy at a duly called meeting of the
                           Association.

                  The adoption of a budget for the Condominium shall comply with
                  the requirements hereinafter set forth:

                                       19
<PAGE>
EXHIBIT 10.3

                  (i)      Notice of Meeting. A copy of the proposed budget of
                           Common Expenses shall be mailed to each Unit Owner
                           not less than fourteen (14) days prior to the meeting
                           of the Board of Directors at which the budget will be
                           considered, together with a notice of that meeting
                           indicating the time and place of such meeting. The
                           meeting shall be open to the Unit Owners, and the
                           Unit Owners shall have a reasonable right to
                           participate with reference to all agenda items. The
                           Board may adopt reasonable rules governing the
                           frequency, duration and manner of Unit Owners
                           statements.

                  (ii)     Special Membership Meeting. If a budget is adopted by
                           the Board of Directors which requires Assessments
                           against such Unit Owners in any fiscal or calendar
                           year exceeding 115% of such Assessments for the
                           preceding year, as hereinafter defined, upon written
                           application of 10% of the Unit Owners, a special
                           meeting of the Unit Owners shall be held within
                           thirty (30) days of delivery of such application to
                           the Board of Directors. Each Unit Owner shall be
                           given at least ten (10) days written notice of said
                           meeting. At the special meeting, Unit Owners shall
                           consider and adopt a budget. The adoption of said
                           budget shall require a vote of Owners of not less
                           than a majority of all the voting interests of Units
                           (including Units owned by the Developer). If a
                           meeting of the Unit Owners has been called as
                           aforesaid and a quorum is not obtained or a
                           substitute budget has not been adopted by the Unit
                           Owners, the budget adopted by the Board of Directors
                           shall go into effect as scheduled.

                  (iii)    Determination of Budget Amount. In determining
                           whether a budget requires Assessments against Unit
                           Owners in any year exceeding 115% of Assessments for
                           the preceding year, there shall be excluded in the
                           computations any authorized provisions for reasonable
                           reserves made by the Board of Directors in respect of
                           repair or replacement of the Condominium Property or
                           in respect of anticipated expenses of the Association
                           which are not anticipated to be incurred on a regular
                           or annual basis, and there shall be excluded further
                           from such computation Assessments for improvements to
                           the Condominium Property.


                  (iv)     Provisio. As long as the Developer is in control of
                           the Board of Directors of the Association, the Board
                           shall not impose Assessments for any year greater
                           than 115% of the prior years Assessments, as herein
                           defined, without the approval of a majority of Unit
                           Owners other than the Developer.

                                       20
<PAGE>
EXHIBIT 10.3

                  (b)      Adoption by Membership. In the event that the Board
                           of Directors shall be unable to adopt a budget for a
                           fiscal year in accordance with the requirements of
                           subsection 9.1 (a) above, the Board of Directors may
                           call a special meeting of Unit Owners for the purpose
                           of considering and adopting such budget, which
                           meeting shall be called and held in the manner
                           provided for such special meetings in said
                           subsection, or propose a budget in writing to the
                           members, and if such budget is adopted by the
                           members, upon ratification by a majority of the Board
                           of Directors, it shall become the budget for such
                           year.

         9.2      Assessments. Assessments against Unit Owners for their share
                  of the items of the budget shall be made for the applicable
                  fiscal year annually at least twenty (20) days preceding the
                  year for which the Assessments are made. Such Assessments
                  shall be due in equal installments, payable in advance on the
                  first day of each month (or each quarter at the election of
                  the Board) of the year for which the Assessments are made. If
                  annual Assessments are not made as required, Assessments shall
                  be presumed to have been made in the amount of the last prior
                  Assessments, and monthly (or quarterly) installments on such
                  Assessments shall be due upon each installment payment date
                  until changed by amended Assessments. In the event the annual
                  Assessments prove to be insufficient, the budget and
                  Assessments may be amended at any time by the Board of
                  Directors, subject to the provisions of subsection 9.1 hereof,
                  if applicable. Unpaid Assessments for the remaining portion of
                  the fiscal year for which amended Assessments are made shall
                  be payable in as many equal installments as there are full
                  months (or quarters) of the fiscal year left as of the date of
                  such amended Assessments, each such monthly (or quarterly)
                  installment to be paid on the first day of the month (or
                  quarter), commencing the first day of the next ensuing month
                  (or quarter). If only a partial month (or quarter) remains,
                  the amended Assessments shall be paid with the next regular
                  installment in the following year, unless otherwise directed
                  by the Board in its resolution.

         9.3      Assessments for Emergencies. Assessments for Common Expenses
                  for emergencies, as determined by the Board of Directors, that
                  cannot be paid from the annual Assessments for Common Expenses
                  shall be due only after ten (10) days' notice is given to the
                  Unit Owners concerned, and shall be paid in such manner as the
                  Board of Directors of the Association may require in the
                  notice of such Assessments.

         9.4      Late Assessments. Assessments not paid within ten (10) days
                  from the date due may bear interest from the date when due
                  until paid at the then highest rate allowed by law.
                  Additionally, the failure to pay any assessment within ten
                  (10) days from the date due shall entitle the Association to
                  levy a late charge against the defaulting Unit Owner, in such
                  amount as the Board may determine from time to time; provided,
                  however, such late charge shall not exceed the maximum amount
                  allowed under the Act (as amended from time to time).

                                       21
<PAGE>
EXHIBIT 10.3

         9.5      Depository. The depository of the Association shall be such
                  bank or banks or financial institutions in the State federally
                  regulated and insured as shall be designated from time to time
                  by the Directors and in which the monies of the Association
                  shall be deposited. Withdrawal of monies from those accounts
                  shall be made only by checks signed by such person or persons
                  as are authorized by the Directors. All sums collected by the
                  Association from Assessments or contributions to working
                  capital or otherwise shall be maintained separately in the
                  Association's name. In addition, reserve funds shall be
                  maintained separately from operating funds in separate
                  accounts and shall not be commingled. No manager or business
                  entity required to be licensed or registered under Florida
                  Statutes, Section 468.432, and no agent, employee, officer, or
                  director of the Association shall commingle Association funds
                  with his, her or its own funds or another Association or
                  entity's funds.

         9.6      Acceleration of Installments Upon Default. As an additional
                  right and remedy of the Association, if a Unit Owner shall be
                  in default in the payment of an installment of his Assessments
                  after thirty (30) days prior written notice to the applicable
                  Unit Owner, the Board of Directors or its agent may accelerate
                  the Assessments due for the remainder of the quarter, and
                  thereafter, if a claim of lien has been filed, the Assessments
                  shall be accelerated for the balance of the budget year. The
                  unpaid balance of the Assessments for the balance of the
                  accelerated period shall be due and payable on the date the
                  claim of lien has been filed, but not less than five (5) days
                  after delivery of the notice to the Unit Owner, or not less
                  than ten (10) days after the mailing of such notice to him by
                  certified mail, whichever shall first occur.

         9.7      Enforcement of Assessments. In the event an assessment is not
                  paid within ten (10) days of the date same shall be due and
                  payable, the Association, through the Board of Directors, may
                  proceed to enforce and collect said assessments from the
                  delinquent Unit Owner in any manner provided for by the
                  Condominium Act, the Declaration of Condominium and these
                  Bylaws. Each Unit Owner shall be individually responsible for
                  the payment of assessments against his Unit and for the
                  payment of reasonable attorneys' fees and costs incurred by
                  the Association in the collection of sums due and enforcement
                  of any lien held by the Association.

         9.8      Fidelity Bonds. Fidelity bonds shall be required by the Board
                  of Directors for all persons handling or responsible for
                  Association funds in such amount as shall be determined by a
                  majority of the Board provided that such amount is not less
                  than that required by the Act. The premiums on the amount of
                  the bonds shall be paid by the Association as a Common
                  Expense.

         9.9      Accounting Records and Reports. The Association shall maintain
                  accounting records within the State of Florida, according to
                  accounting practices normally used by similar associations.
                  The records shall be open to inspection by Unit Owners or
                  their authorized representatives at reasonable times and
                  written summaries of them shall be supplied at least annually.
                  Such records shall also be open to inspection by holders,
                  insurers, and guarantors of first mortgages that are

                                       22
<PAGE>
EXHIBIT 10.3

                  secured by Units in the Condominium Property. The records
                  shall include, but not be limited to, (a) a record of all
                  receipts and expenditures, and (b) an account for each Unit
                  designating the name and current mailing address of the Unit
                  Owner, the amount of Assessments, the dates and amounts in
                  which the Assessments come due, the amount paid upon the
                  account and the dates so paid, and the balance due. Written
                  summaries of the records described in clause (a) above, in the
                  form and manner specified below, shall be supplied to each
                  Unit Owner annually.

                  No later than February 28 of the year following the end of a
                  fiscal year, the Board shall mail, or furnish by personal
                  delivery, to each Unit Owner a complete financial report of
                  actual receipts and expenditures for the previous twelve (12)
                  months (i.e., the last completed fiscal year) or a complete
                  set of financial statements for the preceding fiscal year
                  prepared in accordance with generally accepted accounting
                  principles. The report shall show the amount of receipts by
                  accounts and receipt classifications and shall show the amount
                  of expenses by accounts and expense classifications,
                  including, if applicable, but not limited to, the following:

                  (a)      Cost for security;

                  (b)      Professional and management fees and expenses;

                  (c)      Taxes;

                  (d)      Cost for recreation facilities;

                  (e)      Expenses for refuse collection and utility services;

                  (f)      Expense for lawn care;

                  (g)      Cost for building maintenance and repair;

                  (h)      Insurance costs;

                  (i)      Administrative and salary expenses; and

                  (j)      Reserves for capital expenditures, deferred
                           maintenance, and any other category for which the
                           Association maintains a reserve account or accounts.

         9.10     Application of Payment. All payments made by a Unit Owner
                  shall be applied as provided in these Bylaws and in the
                  Declaration or as otherwise determined by the Board.

         9.11     Notice of Meetings. Notice of any meeting where Assessments
                  against Unit Owners are to be considered for any reason shall
                  specifically contain a statement that Assessments will be
                  considered and the nature of any such Assessments.

                                       23
<PAGE>
EXHIBIT 10.3

         9.12     Limitation. To the extent permitted by the Act, the Developer
                  shall not be liable for the payment of any Assessments
                  applicable to Units it owns which relate in any way to the
                  payment of legal or other fees to persons or entities engaged
                  for the purpose of suing, or making, preparing or
                  investigating possible claims against, the Developer.

10.      Roster of Unit Owners. Each Unit Owner shall file with the Association
         a copy of the deed and closing statement or other document showing his
         ownership. The Association shall maintain such information. The
         Association may rely upon the accuracy of such information for all
         purposes until notified in writing of changes therein as provided
         above. Only Unit Owners of record on the date notice of any meeting
         requiring their vote is given shall be entitled to notice of and to
         vote at such meeting, unless prior to such meeting other Owners shall
         produce adequate evidence, as provided above, of their interest and
         shall waive in writing notice of such meeting.

11.      Parliamentary Rules. Roberts' Rules of Order (latest edition) shall
         govern the conduct of the Association meetings when not in conflict
         with the Declaration, the Articles or these Bylaws.

12.      Amendments. Except as in the Declaration provided otherwise, these
         Bylaws may be amended in the following manner:

         12.1     Notice. Notice of the subject matter of a proposed amendment
                  shall be included in the notice of a meeting at which a
                  proposed amendment is to be considered.

         12.2     Adoption. A resolution for the adoption of a proposed
                  amendment may be proposed either by a majority of the Board of
                  Directors or by not less than 1/3 of the members of the
                  Association. Any proposed amendment to these Bylaws must be
                  made by ballot or by limited proxy, delivered to the Secretary
                  of the Association at or prior to the meeting. The approval
                  must be:

                  (a)      by not less than a majority of the votes of those
                           members of the Association who are present or
                           represented at a meeting at which a quorum has been
                           attained and by not less than 66-2/3% of the entire
                           Board of Directors; or

                  (b)      after control of the Association has been turned over
                           to Unit Owners other than the Developer, by not less
                           than 66-2/3% of the votes of the members of the
                           Association represented at a meeting at which a
                           quorum has been attained; or

                  (c)      by not less than 100% of the entire Board of
                           Directors.

         12.3     Proviso. No amendment may be adopted which would eliminate,
                  modify, prejudice, abridge or otherwise adversely affect any
                  rights, benefits, privileges or priorities granted or reserved
                  to the Developer or mortgagees of Units without the consent of
                  said Developer and mortgagees in each instance. No amendment
                  shall

                                       24
<PAGE>
EXHIBIT 10.3

                  be made that is in conflict with the Articles or Declaration.
                  No amendment to this Section shall be valid.

         12.4     Execution and Recording. A copy of each amendment shall be
                  attached to a certificate certifying that the amendment was
                  duly adopted as an amendment of the Declaration and Bylaws,
                  which certificate shall be executed by the President or Vice
                  President and attested by the Secretary or Assistant Secretary
                  of the Association with the formalities of a deed, or by the
                  Developer alone if the amendment has been adopted consistent
                  with the provisions of the Declaration allowing such action by
                  the Developer. The amendment shall be effective when the
                  certificate and a copy of the amendment is recorded in the
                  Public Records of Broward County, Florida.

13.      Rules and Regulations. Attached hereto as Schedule A and made a part
         hereof are initial rules and regulations concerning the use of portions
         of the Condominium. The Board of Directors may, from time to time,
         modify, amend or add to such rules and regulations, except that
         subsequent to the date control of the Board is turned over by the
         Developer to Unit Owners other than the Developer, Owners of a majority
         of the Units may overrule the Board with respect to any such
         modifications, amendments or additions. Copies of such modified,
         amended or additional rules and regulations shall be furnished by the
         Board of Directors to each affected Unit Owner not less than ten (10)
         days prior to the effective date thereof. At no time may any rule or
         regulation be adopted which would prejudice the rights reserved to the
         Developer.

14.      Construction. Wherever the context so permits, the singular shall
         include the plural, the plural shall include the singular, and use of
         any gender shall be deemed to include all genders.

15.      Captions. The captions herein are inserted only as a matter of
         convenience and for reference, and in no way define or limit the scope
         these Bylaws or the intent of any provision hereof.

16.      Official Records. From the inception of the Association, the
         Association shall maintain a copy of each of the following, where
         applicable, which shall constitute the official records of the
         Association:

                  (a)      The plans, permits, warranties, and other items
                           provided by the Developer pursuant to Section
                           718.301(4) of the Act.

                  (b)      A photocopy of the recorded Declaration of
                           Condominium and all amendments thereto.

                  (c)      A photocopy of the recorded Bylaws of the Association
                           and all amendments thereto.

                  (d)      A certified copy of the Articles of Incorporation of
                           the Association or other documents creating the
                           Association and all amendments thereto.

                                       25
<PAGE>
EXHIBIT 10.3

                  (e)      A copy of the current Rules and Regulations of the
                           Association.

                  (f)      A book or books containing the minutes of all
                           meetings of the Association, of the Board of
                           Directors, and the Unit Owners, which minutes shall
                           be retained for a period of not less than 7 years.

                  (g)      A current roster of all Unit Owners, their mailing
                           addresses, Unit identifications, voting
                           certifications, and if known, telephone numbers.

                  (h)      All current insurance policies of the Association and
                           the Condominium.

                  (i)      A current copy of any management agreement, lease, or
                           other contract to which the Association is a party or
                           under which the Association or the Unit Owners have
                           an obligation or responsibility.

                  (j)      Bills of sale or transfer for all property owned by
                           the Association.

                  (k)      Accounting records for the Association and the
                           accounting records for the Condominium, according to
                           good accounting practices. All accounting records
                           shall be maintained for a period of not less than 7
                           years. The accounting records shall include, but not
                           be limited to:

                           (i)      Accurate, itemized, and detailed records for
                                    all receipts and expenditures.

                           (ii)     A current account and a monthly, bimonthly
                                    or quarterly statement of the account for
                                    each Unit designating the name of the Unit
                                    Owner, the due date and amount of each
                                    Assessment, the amount paid upon the
                                    account, and the balance due.

                           (iii)    All audits, reviews, accounting statements,
                                    and financial reports of the Association or
                                    Condominium.

                           (iv)     All contracts for work to be performed. Bids
                                    for work to be performed shall also be
                                    considered official records and shall be
                                    maintained for a period of 1 year.

                  (l)      Ballots, sign-in sheets, voting proxies and all other
                           paper relating to voting by Unit Owners and
                           elections, which shall be maintained for a period of
                           one (1) year from the date of the election, vote or
                           meeting to which the document relates.

                  (m)      All rental records of the Association is acting as
                           agent for the rental Units.

                  (n)      A copy of the current question and answer sheet as
                           described in Section 718.504 of the Act.

                                       26
<PAGE>
EXHIBIT 10.3

                  (o)      All other records of the Association not specifically
                           included in the foregoing which are related to the
                           operation of the Association.

                  The official records of the Association shall be maintained in
                  the County or at such other place as may be permitted by the
                  Act (as amended from time to time).

                  The official records of the Association shall be open to
                  inspection by any Association member or the authorized
                  representative of such member or by holders, insurers, and
                  guarantors of first mortgages that are secured by Units in the
                  Condominium Property at all reasonable times in accordance
                  with reasonable rules regarding the frequency, time, location,
                  notice and manner of records inspections and copying adopted
                  by the Association. Inspection may only take place at the
                  building in which the records are located and said records
                  shall not be removed from said location. Failure to permit
                  inspection of the Association records as provided herein and
                  in the Act entities any person prevailing in an enforcement
                  action to recover reasonable attorneys' fees from the person
                  in control of the records who, directly or indirectly,
                  knowingly denies access to the records for inspection. The
                  right to inspect the records includes the right to make or
                  obtain copies, at the reasonable expense, if any, of the
                  Association member.

17.      Mandatory Nonbinding Arbitration. All disputes as defined in Florida
         Statutes, Section 718.1255, as amended from time to time, shall be
         arbitrated as follows:

                  (a)      Prior to the institution of court litigation, the
                           parties to a dispute shall petition the Division of
                           Florida Land Sales, Condominiums and Mobile Homes of
                           the Department of Business and Professional
                           Regulation (the "Division") for nonbinding
                           arbitration. Arbitration shall be conducted according
                           to rules promulgated by the Division. The filing of a
                           petition for arbitration shall toll the applicable
                           statute of limitations.

                  (b)      At the request of any party to the arbitration, such
                           arbitrator shall issue subpoenas for the attendance
                           of witnesses and the production of books, records,
                           documents, and other evidence and any party on whose
                           behalf a subpoena is issued may apply to the court
                           for orders compelling such attendance and production.
                           Subpoenas shall be served and shall be enforceable in
                           the manner provided by the Florida Rules of Civil
                           Procedure. Discovery may, in the discretion of the
                           arbitrator, be permitted in the manner provided by
                           the Florida Rules of Civil Procedure.

                  (c)      The arbitration decisions shall be presented to the
                           parties in writing. An arbitration decision shall be
                           final if a complaint for a trial de novo is not filed
                           within 30 days in a court of competent jurisdiction
                           in which the condominium is located. The right to
                           file for a trial de novo entitles the parties to file
                           a complaint in the appropriate trial court for a
                           judicial resolution of the dispute. The prevailing
                           party may be awarded reasonable attorneys fees, the
                           costs of the arbitration, or both, in an amount
                           determined in the discretion of the arbitrator.

                                       27
<PAGE>
EXHIBIT 10.3

                  (d)      The party who files a complaint for a trial de novo
                           shall be assessed the other party's arbitration
                           costs, court costs, and other reasonable costs,
                           including attorneys' fees, investigation expenses,
                           and expenses for expert or other testimony or
                           evidence incurred after the arbitration hearing if
                           the judgment upon the trial de novo is not more
                           favorable than the arbitration decision. If the
                           judgment is more favorable, the party who filed a
                           complaint for trial de novo shall be awarded
                           reasonable court costs and attorneys' fees.

                  (e)      The decision of an arbitrator shall be final;
                           however, such a decision shall not be deemed final
                           agency action. Nothing in this provision shall be
                           construed to foreclose parties from proceeding in a
                           trial de novo. If such judicial proceedings are
                           initiated, the final decision of the arbitrator shall
                           be admissible in evidence in the trial de novo.

                  (f)      Any party to an arbitration proceeding may enforce an
                           arbitration award by filing a petition in a court of
                           competent jurisdiction in which the Condominium is
                           located. A petition may not be granted unless the
                           time for appeal by filing a complaint for trial de
                           novo has expired. If a complaint for a trial de novo
                           has been filed, a petition may not be granted with
                           respect to an arbitration award that has been stayed.
                           If the petition is granted, the petitioner may
                           recover reasonable attorney's fees and costs incurred
                           in enforcing the arbitration award.

          The foregoing was adopted as the Bylaws of Fortune House - Fort
Lauderdale Beach Condominium Association, Inc., a corporation not for profit
under the laws of the State of Florida, on the _____ day of _______________
2000.



__________________________________         _________________________________
Name:_____________________________         Name:____________________________
Title:   President                         Title:   Secretary

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