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                                     BY-LAWS

                                       OF

                      BRICKELL FORECLOSURE PROPERTIES, INC



ARTICLE I. NAME AND LOCATION
----------------------------

         SECTION 1. The name of this corporation shall be Brickell Foreclosure
Properties, Inc.

         SECTION 2. The Principal office of the cor-poration in the State of
Florida shall be

1428 Brickell Avenue
8th Floor
Miami, FL 33131

Florida and its initial registered office in the State of Florida shall be

Eric P. Littman, Esquire
1428 Brickell Avenue
8th Floor
Miami, FL 33131

  The corporation may have such other offices, either within or without the
State of Florida as the Board of Directors may designate or as the business of
the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS
------------------------

         SECTION 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the second Tuesday of the month of December in each year, beginning
with the year 1996 at the time designated by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Florida, such meeting shall be held on the next
succeeding busi-ness day. If the election of Directors shall not be held on the
day desig-nated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as convenient.
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          (A) At the annual meeting of shareholders, or the meeting held in lieu
of it, every corporation, except a banking corporation, shall lay before the
shareholders financial statements, which may be consolidated, consisting of:

                   (1) A balance sheet containing a summary of the assets,
liabilities, stated capital, if any, and surplus (showing separately any capital
surplus arising from unrealized appreciation of assets, other capital surplus,
and earned surplus) as of the end of the corporation's most recent fiscal year,
except that, if consolidated financial statements are laid before the
shareholders, the consolidated balance sheet shall show separately or disclose
by a note the amount of consolidated surplus that does not constitute earned
surplus of the corporation or any of its subsidiaries and that is not classified
as stated capital or capital surplus on the consolidated balance sheet;

                   (2) A statement of profit and loss and surplus, including a
summary of profits, dividends or distributions paid, and other changes in the
surplus accounts, for the period commencing with the date marking the end of the
period for which the last preceding statement of profit and loss required under
this section was made and ending with the date of the balance sheet or, in the
case of the first statement of profit and loss, for the period commencing with
the date of incorporation of the corporation and ending with the date of the
balance sheet.

          (B) The financial statements shall have appended to them an opinion
signed by the president or a vice-president or the treasurer or an assistant
treasurer of the corporation or by a public accountant or firm of public
accountants to the effect that the financial statement presents fairly the
financial position of the corporation and the results of its operations in
conformity with generally accepted accounting principles applied on a basis
consistent with that of the preceding period, or to the effect that the
financial statements have been prepared on the basis of accounting practices and
principles that are reasonable in the circumstances.

          (C) Upon the written request of any shareholder made prior to the date
of the meeting described in division (A) of this section, the corporation shall
mail a copy of the financial statements laid or to be laid before the
shareholders at the meeting to the shareholder on or before the later of the
following:

                   (1) The fifth day after the receipt of the written request;

                   (2) The earlier of the following:

                           (a) The fifth day before the date of the meeting;

                           (b) The fifth day after the expiration of four months
from the date of the balance sheet described in division (A)(1) of this section.
<PAGE>

         SECTION 2. Special Meeting. Special meetings of the share-holders, for
any purpose or purposes, may be called as provided in Section 2A below. Only
business within the purpose or purposes described in the meeting notice required
by Article II, Section 5 of these By-Laws may be conducted at a special
shareholders meeting. In addition, such meeting may be held at any time without
call or notice upon unanimous consent of shareholders.

         SECTION 2A. Calling Meetings.

         (A) Meetings of shareholders may be called by any of the following:

                   (1) The chairman of the board, the president, or, in case of
the president's absence, death, or disability, the vice-president authorized to
exercise the authority of the president;

                  (2) The directors by action at a meeting, or a majority of the
directors acting without a meeting;

                  (3) Persons who hold ten per cent of all shares outstanding
and entitled to vote thereat, unless the articles or the regulations specify for
such purpose a smaller or larger proportion but not in excess of fifty per cent;

                  (4) Such other officers or persons as the articles or the
regulations authorize to call such meetings.

         (B) Meetings of shareholders may be held either within or without this
state if so provided in the articles or the regulations. In the absence of any
such provision, all meetings shall be held at the principal office of the
corporation in this state.

         SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Florida unless otherwise prescribed
by statute as the place of meeting for any annual meeting or for any special
meeting of shareholders. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either within or without the State
of Florida, unless otherwise prescribed by statute, as the place for the holding
of such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation in
the State of Florida.

         SECTION 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting shall be delivered not less than seven (7)
nor more than sixty (60) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, or the Secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid. Notice of a special meeting shall include a description
of the purpose or purposes for which the meeting is called.
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         SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
share-holders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy (70) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any determination of shareholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of share-holders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of share-holders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determi-nation
shall apply to any adjournment thereof.

         SECTION 6. Shareholders' List. After fixing a record date, the officer
or agent having charge of the share ledger of the cor--poration shall prepare an
alphabetical list of all persons entitled to notice and to represent shares at
such meeting, or any adjournment thereof, and said list shall be arranged by
vot-ing group and shall show the address of and the number of shares held by
each shareholder or representative. The share-holders' list shall be available
for inspection and copying during usual business hours by any shareholder
beginning two (2) business days after notice of the meeting is given for which
the list was pre-pared and continuing through the meeting, at the cor-poration's
principal office or at a place identified in the meet-ing notice. Such list
shall be available during the meeting and any share-holder, his agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment thereof. The ori-ginal stock transfer book shall be prime facia
evidence as to who are the shareholders entitled to examine such list or
trans-fer book or to vote at any meeting of shareholders.

         SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
shares are represented at a meet-ing, a majority of the shares so represented
may adjourn the meet-ing from time to time without further notice. At such
adjourned meeting in which a quorum shall be present or repre-sented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The share-holders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the with-drawal
of enough shareholders to leave less than a quorum.

         SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the share-holder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
<PAGE>

         SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders. The
affirmative vote of a majority of the outstanding shares represented at a
shareholders' meeting at which a quorum is present shall be the act of the
shareholders of the corporation.

         SECTION 10. Voting of Share by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-Laws of such corporation may preserve, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

         Shares held by an administrator, executor, guardian or con-servatory
may be voted by him either in person or by proxy, with-out a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer there-of into his name if authority so to do
be contained in appro-priate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been trans-ferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in deter-mining the total number of outstanding shares
at any given time.

         SECTION 11. Informal Action by Shareholders. Any action required to be
taken at a meet-ing of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof in
accordance with Florida Code. The attendance of any shareholder at any meeting
without protesting, prior to or at the commencement of the meetings, the lack of
proper notice shall be deemed waived by him or her of notice of such meeting.

         SECTION 12. Cumulative Voting. Unless otherwise provided by law, at
each election for Directors every shareholder entitled to vote, in person or by
proxy, shall have the right to vote at such election the number of shares owned
by him for as many per-sons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as the number of such Directors multi-plied by the
number of his shares shall equal, or by distributing such votes on the same
principle among any number of candidates.
<PAGE>

ARTICLE III. BOARD OF DIRECTORS
-------------------------------

         SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors except as otherwise herein provided.

         SECTION 2. Number, Tenure and Qualifications. The number of Directors
of the corporation shall be at least one (_1_). Each Director shall hold office
until the next annual meeting of shareholders and until his successor shall have
been elected and qualified. Directors may be re-elected. A Director need not be
resi-dent of this state or a shareholder.

         SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as the annual meeting of shareholders. The Board of
Directors may also pro-vide, by resolution, the time and place for the holding
of addi-tional regular meetings without other notice than such resolu-tion.

         SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the chairman of the Board, the president
of the Corporation, any vice-president or any two directors. The person or
persons authorized to call spe-cial meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.

         SECTION 5. Notice. Notice of any special meeting shall be given at
least five (5) days previously thereto by notice person-ally given or mailed to
each Director at his business address, or by telegram. If mailed, such notice
shall be deemed to be deli-vered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is deli-vered to the
telegraph company. Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall con-stitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened, and does not thereafter vote for or assent to action taken at the
meeting.

         SECTION 6. Quorum. A majority of the number of Directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than a majority
is present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

         SECTION 7. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act or the Board
of Directors.

         SECTION 8. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
<PAGE>

         SECTION 9. Presumption of Assent. A Director of the cor-por-a-tion who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
Secre-tary of the meeting before the adjournment thereof or shall for-ward such
dissent by registered mail to the Secretary of the cor-poration immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

         SECTION 10. Informal Action by Board of Directors. Unless otherwise
provided by law, any action required to be taken at a meeting of the Directors,
or any other action which may be taken at a meeting of the Directors, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by each director, and included in the minutes or filed
with the corporate records reflecting the action taken in accordance with the
provisions of Florida Statutes. The attendance of any director at any meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by the director of notice of such
meeting.

ARTICLE IV. OFFICERS
--------------------

         SECTION 1. Number. The officers of the corporation shall be a
President, one or more Vice-Presidents and a Secretary-Treasurer, each of whom
shall be elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors.

         SECTION 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until he shall resign or
shall have been removed in the manner hereinafter provided. The initial officers
may be elected at the first meeting of the Board of Directors.

         SECTION 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment, the best interest of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filed by the Board
of Directors for the unexpired portion of the term.
<PAGE>

         SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed except in
cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors, or by these By-Laws, to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.

         SECTION 6. Vice-President. The Board of Directors may determine when
there is a need for a Vice-President or Vice-Presidents. In the absence of the
President or in event of his death, unavailability of or refusal to act, a
Vice-President shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restric-tions upon the
President. A Vice-President shall perform such other duties as from time to time
may be assigned to him by the President or the Board of Directors.

         SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall: (a) keep
the minutes of the shareholders and of the Board of Directors meetings in one or
more books provided for the pur-pose; (b) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized; (c) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (d) keep
a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) have general charge of the
stock transfer books of the corporation; (f) have charge and cus-tody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accord-ance
with the provisions of Article V of these By-Laws; and (g) in general perform
all of the duties incident to the Office of Secretary-Treasurer and such other
duties as from time to time may be assigned to him by the President or by the
Board of Direc-tors. If required by the Board of Directors, the
Secretary-Treasurer shall give a bond for the faithful discharge of his duties
in such sum with such surety or sureties as the Board of Directors shall
determine.

         SECTION 8. Salaries. The salaries, compensation and other benefits, if
any, of the officers shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
------------------------------------------------

         SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any con-tract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
<PAGE>

         SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to spe-cific instances.

         SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the cor-poration and in such manner as shall from time to time be
deter-mined by resolution of the Board of Directors.

         SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
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         SECTION 1. Certificates for Shares. Certificates repre-senting shares
of the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issuance,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new cer-tificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certifi-cate, a new one may be issued therefor
upon such terms and indem-nity to the corporation as the Board of Directors may
prescribe.

         SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal repre-sentative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
cor-poration, and on surrender for cancellation of the certificate of such
shares, and also, any transfer is subject to the limita-tions set forth in the
Articles of Incorporation, reference to which is hereby made. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

ARTICLE VII. FISCAL YEAR
------------------------

         The fiscal year of the corporation shall begin on the 1st day of
January and end on the 31st day of December in each year.
<PAGE>

ARTICLE VIII. DIVIDENDS
-----------------------

         The Board of Directors may from time to time declare, and the
corporation may pay dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL
----------------

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE
---------------------------

         Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the cor-por-ation under the provisions
of these By-Laws or under the pro-visions of the Articles of Incorporation, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equiva-lent to
the giving of such notice.

ARTICLE XI. AMENDMENTS
----------------------

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by a majority vote of the Board of Direc-tors at any annual Board of
Directors meeting or at any special Board of Directors meeting when the proposed
amendment has been set out in the notice of such meeting. These By-Laws may also
be altered, amended or repealed by a majority vote of the share-holders
notwithstanding that these By-Laws may also be amended or repealed by the Board
of Directors.