BYLAWS OF
                     FLEXI-BUILT MODULAR HOUSING CORPORATION


                                   ARTICLE A.
                                    OFFICES

         The Corporation may  have offices at such places  within or without the
State of Florida as the board may, from time to time, establish.

                                   ARTICLE B.
                                  SHAREHOLDERS

         1.  Annual  Meeting.  The annual  meeting of the  Shareholders  of this
Corporation  shall be held  annually  on a date and a time and place  designated
from  time  to time by the  Board  of  Directors  of the  Corporation.  Business
transacted at the annual  meeting shall include the election of Directors of the
Corporation and the transaction of any other proper business.  If the designated
day shall fall on a Sunday or legal  holiday,  then the meeting shall be held on
the first business day thereafter.

        2. Special Meetings.  Special Meetings of the Shareholders shall be held
when directed by the President or the Board of Directors,  or when  requested in
writing  by the  holders  of not less than ten  percent  (10%) of all the shares
entitled to vote at the meeting.  Such written request must be signed, dated and
delivered  to  the  Secretary  of  the  Corporation.   A  meeting  requested  by
Shareholders  shall be  called  for a date not less  than ten (10) nor more than
sixty (60) days after the request is made unless the Shareholders requesting the
meeting designate a later date. The call for the Special Meeting shall be issued
by the Secretary,  unless the  President,  Board of Directors,  or  Shareholders
requesting the Special Meeting shall  designate  another person to do so. Such a
request for a Special  Meeting  shall state the purpose of the proposed  Special
Meeting.  Business  transacted  at any Special  Meeting  shall be limited to the
purpose stated in the notice thereof.

         3. Place of  Meeting.  Meetings  of  Shareholders  shall be held at the
principal  place of business of the Corporation or at such other place as may be
designated by the Board of Directors.

        4.  Notice of  Meeting.  Written  notice to each  Shareholder  of record
entitled to vote stating the place, day and hour of the meeting and, in the case
of a Special  Meeting,  the purpose or purposes for which the meeting is called,
shall be  delivered  not less than ten (10) nor more than sixty (60) days before
the meeting  either  personally,  by mail,  telegram or  overnight  carrier.  if
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail,  addressed to the  Shareholder at the  Shareholder's  address as it
appears on the stock transfer books of the Corporation, with postage prepaid. If
notice is given by telegram or overnight courier, such notice shall be deemed to
be  delivered  when the  telegram  or  overnight  carrier  is  delivered  to the
telegraph company or overnight  carrier.  If any Shareholder shall transfer such
Shareholder's  stock  after  notice,  it shall not be  necessary  to notify  the
transferee.  Any  Shareholder  may waive  notice of any meeting  either  before,
during or after the meeting.  The attendance of a Shareholder at a meeting shall
constitute  a waiver of  notice  of such  meeting,  except  where a  Shareholder
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

         5. Notice of Adjourned Meeting.  When a meeting is adjourned to another
time or place,  it shall not be  necessary  to give any notice of the  adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the  meeting  at  which  the  adjournment  is  taken;  and any  business  may be
transacted  at.the  adjourned  meeting  that might have been  transacted  on the
original  date of the  meeting.  If,  however,  after  adjournment  the Board of
Directors  fixes a new record date for the  adjourned  meeting,  a notice of the
adjourned  meeting  shall be given as provided in paragraph 4 of this Article to
each  Shareholder  of record on the new  record  date  entitled  to vote at such
meeting.


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        6.  Voting  Lists.  The  officer  or agent  having  charge  of the stock
transfer books for shares of the Corporation  shall make, at least ten (10) days
before each meeting of Shareholders, a complete list of Shareholders entitled to
vote at such  meeting,  or any  adjournment  thereof,  arranged in  alphabetical
order,  with the address and number of shares  held by each,  which list,  for a
period  of ten (10)  days  prior to such  meeting,  shall be kept on file at the
principal  office of the  Corporation  and shall be subject to inspection by any
Shareholder  at any time during usual  business  hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any Shareholder  during the whole time of the meeting.  The
original  stock  transfer  book shall be prima facie  evidence as to who are the
Shareholders  entitled  to  examine  such list or to vote at any  meeting of the
Shareholders.

         7.  Transfer  Books and Record Date.  For the  purposes of  determining
Shareholders  entitled to notice of, or 'to vote at any meeting,  or entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
Shareholders  for any other purpose,  the Board of Directors may close the stock
transfer books of the Corporation as provided by law.

         8. Quorum. Except as otherwise provided in these Bylaws, or as required
by the Articles of  Incorporation,  the majority of the shares  entitled to vote
(50% + 1),  represented  in person or by Proxy,  shall  constitute a Quorum at a
meeting of Shareholders, but in no event shall a Quorum consist of less than one
third (1/3) of the shares entitled to vote at the meeting.

        After a Quorum has been  established  at a  Shareholders,  meeting,  the
subsequent  withdrawal  of  Shareholders,  so as to reduce  the number of shares
entitled to vote at the meeting  below the number  required for a Quorum,  shall
not effect the  validity of any action  taken at the meeting or any  adjournment
thereof.

         9. Voting of Shares.  Each Shareholder  entitled to vote shall at every
meeting of  Shareholders  be  entitled  to one (1) vote for each share of voting
stock held by them.

         10.  Proxy.  Every  Shareholder  entitled  to  vote  at  a  meeting  of
Shareholders,  or to  express  consent  or  dissent  without a  meeting,  or the
Shareholder's duly authorized attorney-in-fact,  may authorize another person or
persons  to act for the  Shareholder  by Proxy.  The Proxy must be signed by the
Shareholders  or their  attorney-in-fact.  No Proxy  shall  be valid  after  the
expiration  of  eleven  (11)  months  from the date  thereof,  unless  otherwise
provided in the Proxy or by Florida law.

        ii. Informal Action by Shareholders. Unless otherwise provided by law or
by the Articles of  Incorporation,  any action required to be taken at a regular
meeting of the Shareholders, or any other action which may be taken at a Special
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  holders  of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting at which all shares  entitled to
vote thereon were present and voted.  Within ten (10) days after  obtaining such
authorization by written consent, notice must be given to those Shareholders who
have not  consented in writing.  The notice shall fairly  summarize the material
features of the  authorized  action and, if the action shall have been such that
dissenters,  rights are provided  under  Florida law, the notice shall contain a
clear statement of the right of Shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance  with certain  further  provisions of
such Florida law regarding the rights of dissenting Shareholders.




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<PAGE>


                                   ARTICLE C.
                               BOARD OF DIRECTORS

         1. General Powers. The business of the Corporation shall be managed and
its corporate powers exercised by its Board of Directors.

         2. Number,  Tenure and  Qualifications.  The Board of  Directors  shall
consist of at least one (1)  director.  The  number may be altered  from time to
time by the  Shareholders.  Directors  shall be elected at the annual meeting of
Shareholders  and each Director  elected shall hold office until such Director's
successor has been elected and  qualified,  or until their prior  resignation or
removal. It shall not be necessary for Directors to be Shareholders.

         3. Vacancies.  If the office of any Director,  member of a committee or
other officer becomes vacant,  the remaining  Directors in office, by a majority
(50% + 1) vote,  though this may  constitute  less than a quorum of the Board of
Directors, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired  term and until their  successor  shall be duly elected
and has qualified.

         4. Removal of  Directors.  Any or all of the  Directors  may be removed
with or  without  cause  by vote of a  majority  (50% + 1) of all of the  shares
outstanding and entitled to vote at a Special Meeting of Shareholders called for
that purpose.

         5.  Resignation.  A Director  may resign at any time by giving  written
notice to the Board, the President or the Secretary of the  Corporation.  Unless
otherwise  specified  in the  notice,  the  resignation  shall take  effect upon
receipt thereof by the Board of Directors or of such officer, and the acceptance
of the resignation shall not be necessary to make it effective.

         6. Quorum of  Directors.  A majority of the  Directors  (50% + 1) shall
constitute a quorum for the  transaction  of business.  If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice  thereof need be given other than by  announcement  at the meeting  which
shall be so  adjourned.  The act of the majority of the  directors  present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

         7. Place and Time of Board Meetings. The Board may hold its meetings at
the office of the  Corporation or at such other place,  either within or without
the State of Florida as it may, from time to time, determine.

         8.  Notice of Meetings of The Board.  A regular  annual  meeting of the
Board may be held without  notice at such time and place as it shall,  from time
to time,  determine.  Special Meetings of the Board shall be held upon notice to
the Directors and may be called by the  President  upon two (2) days,  notice to
each Director,  either personally or by mail or by wire.  Special Meetings shall
be called by the  President  or by the  Secretary  in a like  manner on  written
request of a Director.  Any Special Meeting may be held by telephone  conference
as set forth in Section 11 hereof.  Notice of a meeting need not be given to any
Director who submits a waiver of notice whether before or after the meeting,  or
who  attends  the  meeting  without   protesting   prior  thereto,   or  at  its
commencement, the lack of notice to him.

         9.  Annual  Meeting.  An  annual  meeting  of the  Board  shall be held
immediately  following,  and at  the  same  place  as,  the  annual  meeting  of
Shareholders.

         10. Compensation.  No compensation shall be paid to Directors, as such,
for their services, but by resolution of the Board, a fixed sum and expenses for
actual  attendance,  at each  regular  or  Special  Meeting  of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the  Corporation in any other  capacity and receiving  compensation
therefor.




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<PAGE>



         11. Action by Telephonic Conference. The Directors may act at a meeting
by means of a conference  by telephone  or similar  communications  equipment by
means of which all persons  participating  in the meeting can  communicate  with
each  other at the same  time.  Participation  by such  means  shall  constitute
presence in person at a meeting.

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

        13.  Informal  Action by Board.  Any action  required or permitted to be
taken by any  provision  of law, of the  Articles of  Incorporation  or of these
Bylaws at any meeting of the Board of Directors or of any committee thereof may
be taken  without a  meeting,  if a  written  consent  thereto  is signed by all
members of the Board or of such committee, as the case may be.

                                   ARTICLE D.
                                    OFFICERS

         1.  Officers,  Election  and Term.  The  Board  may elect or  appoint a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers  as it may  determine,  who  shall  have  such  duties  and  powers  as
hereinafter provided.

        All  officers  shall be elected or  appointed  to hold office  until the
meeting of the Board following the next annual meeting of Shareholders and until
their successors have been elected or appointed and qualified.

         Any two (2) or more offices may be held by the same person.

         2. Removal, Resignation.  Salary. Etc. Any officer elected or appointed
by the Board may be removed by the Board with or without cause.

        In the event of the death,  resignation  or removal of an  officer,  the
Board, in its discretion, may elect or appoint a successor to fill the unexpired
term.

        Any officer elected by the  Shareholders  may be removed only by vote of
the Shareholders unless otherwise provided by the Shareholders.

The salaries of all officers shall be fixed by the Board.

        The  Directors may require any Officer to give security for the faithful
performance of his duties.

         3. Duties.  The officers of this  Corporation  shall have the following
duties:

        The President  shall be the chief  executive  officer of the Corporation
and shall have general and active  management of the business and affairs of the
Corporation  subject  to the  directions  of the Board of  Directors,  and shall
preside at all meetings of the Shareholders and Board of Directors.

        The  Vice-President  shall  possess  and may  exercise,  such  power and
authority, and shall perform such duties as may from time to time be assigned to
him or her by the Board of Directors or the President.

        The  Secretary  shall have custody of and maintain all of the  corporate
records except the financial  records;  shall record the minutes of all meetings
of the Shareholders and Board of Directors, and send all notices of all meetings



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and perform such other duties as may be  prescribed by the Board of Directors or
the President and shall perform such duties as may from time to time be assigned
to him or her by the Board of Directors or the President.

        The Treasurer shall have custody of all corporate funds and maintain all
of the  financial  records and shall keep accurate  financial  records and shall
render reports thereof of the annual meetings of Shareholders and at other times
when  requested to do so by the Board of Directors and shall perform such duties
as may from time to time be assigned to him or her by the Board of  Directors or
the President.

         4. Removal of officers. An officer or agent elected or appointed by the
Board of Directors may be removed with or without cause by the Board whenever in
the Board's  judgment,  the best  interests  of the  Corporation  will be served
thereby.

        Any  vacancy in any office may be filled by the Board of  Directors  for
the unexpired term.

                                   ARTICLE E.
                         EXECUTIVE AND OTHER COMMITTEES

         1. Creation of  Committees.  The Board of Directors may, by resolution,
passed by a majority of the Board,  designate an executive  committee and one or
more other  committees,  each to consist of two (2) or more of the  Directors of
the Corporation.

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

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

        4. Meetings of Committees.  Regular meetings of the executive  committee
and other  committees  may be held without notice at such time and at such place
as shall from time to time be  determined  by the  executive  committee  or such
other committees,  and Special Meetings of the executive committee or such other
committees may be called by any member thereof upon two (2) days' notice to each
of the other  members of such  committee,  or on such  shorter  notice as may be
agreed to in writing  by each of the  members of such  committee,  given  either
personally or in the manner provided in Section 8 of Article III of these Bylaws
(pertaining to notice for Directors, meetings).

         5. Vacancies on Committees.  Vacancies on the executive committee or on
such other  committees  shall be filled by the Board of Directors then in office
at any regular or Special Meeting.

         6. Quorum on Committees.  At all meetings of the executive committee or
such other committees,  a majority (50% + 1) of the committee's  members then in
office shall constitute a quorum for the transaction of business.

         7. Manner of Action of Committees.  The acts of a majority (50% + 1) of
the members of the executive committee or such other committees,  present at any
meeting at which there is a quorum, shall be the act of such committee.

         8. Minutes of Committees.  The executive  committee,  if there shall be
one, and such other committees  shall keep regular minutes of their  proceedings
and report the same to the Board of Directors when requested.




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<PAGE>


         9  Compensation.  Members  of the  executive  committee  and such other
committees  may be paid  compensation  in  accordance  with  the  provisions  of
Articles  III,  Section  10 of  these  bylaws  (pertaining  to  compensation  of
Directors).

                                   ARTICLE F.
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Corporation shall indemnify any person made or threatened to be made
a party to any  threatened,  pending or completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by, or in the right of, the  Corporation)  , brought  to impose a  liability  or
penalty on such person in his capacity of Director,  officer,  employee or agent
of this  Corporation,  or of any other  corporation  which such person serves as
such at the request of this Corporation,  against judgments, fines, amounts paid
in settlement and expenses,  including  attorney's fees, actually and reasonably
incurred as a result of such action, suit or proceeding,  or any appeal thereof,
if they acted in good faith in the reasonable belief that such action was in the
best  interest  of this  Corporation,  and in  criminal  actions or  proceedings
without  reasonable  ground  for  belief  that such  action  was  unlawful.  The
termination  of any such  civil  or  criminal  action,  suit or  proceedings  by
judgment, settlement,  conviction or upon a plea of nolo contenders shall not in
itself  create a  presumption  that any  Director or officer did not act in good
faith in the  reasonable  belief that such action was in the best  interests  of
this Corporation or that they had reasonable  ground for belief that such action
was unlawful.  The foregoing rights of indemnification  shall apply to the heirs
and personal  representatives of any such Director,  officer,  employee or agent
and shall not be exclusive of other rights to which they may be entitled.

                                   ARTICLE G.
                              CERTIFICATE OF STOCK

         1.  Issuance.  Unless  otherwise  determined by the Board of Directors,
every  holder  of  shares  in  this  Corporation  shall  be  entitled  to have a
certificate  representing all shares of which they are entitled.  No certificate
shall be issued for any share until such share is fully paid.

         2. Form. Certificates  representing shares in this Corporation shall be
signed by the  President  or Vice  President  and the  Secretary or an Assistant
Secretary  and may be sealed  with the seal of this  Corporation  or a facsimile
thereof.

        3. Transfer of Shares.  Transfers of shares of the Corporation  shall be
made upon the  Corporation's  books by the  holder of the shares in person or by
the  holder's  lawfully  constituted  representative,   upon  surrender  of  the
certificate of stock for cancellation.  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 and the Corporation shall not be bound to recognize any
equitable  or other  claim to or interest in such share on the part of any other
person  whether  or not the  Corporation  shall  have  express  or other  notice
thereof,  unless otherwise  provided by the laws of the State of Florida.  Every
certificate  representing shares which are restricted as to sale, disposition or
other  transfer  shall state that such shares are restricted as to such transfer
or disposition and shall set forth or fairly summarize upon the certificate,  or
state that the Corporation will furnish to any holder thereof,  upon request and
without charge, a full statement of such restrictions.

        4. Facsimile Signature.  Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the  Corporation  and a registrar,  the signature of any such Chairman of the
Board, President, Vice President,  Treasurer,  Assistant Treasurer, Secretary or
Assistant  Secretary may be facsimile.  In case any officer or officers who have
signed,  or whose facsimile  signature or signatures have been used on, any such
certificate or certificates  and have ceased to be such officer or officers then
such certificate or certificates may nevertheless be adopted by the Corporation



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and be issued and  delivered  as though the  person or persons  who signed  such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

         5. Lost, Stolen or Destroyed Certificates. If a Shareholder shall claim
to have lost or destroyed a certificate of shares issued by the  Corporation,  a
new certificate  shall be issued upon the making of an affidavit of that fact by
the person  claiming the  certificate of stock to be lost,  stolen or destroyed,
and, at the discretion of the Board of Directors,  upon the deposit of a bond or
other indemnity in such amount and with such sureties,  if any, as the Board may
reasonable require.

                                   ARTICLE H.
                               BOOKS AND RECORDS

         1. General.  This Corporation shall keep correct and complete books and
records  of  account  and  shall  keep  minutes  of  the   proceedings   of  its
Shareholders, Board of Directors and committees of Directors.

        Any books,  records and  minutes may be in written  form or in any other
form capable of being converted into written form within a reasonable time.

         2.  Inspection.  All  Shareholders  who are  entitled  to  inspect  the
Corporation's  books  and  records  pursuant  to  Florida  law  shall  have such
inspection  rights as prescribed by the most recent  Florida law available  when
the request is made.

                                   ARTICLE I.
                                 DISTRIBUTIONS

        The  Board of  Directors  of the  Corporation  may,  from  time to time,
declare,  and the  Corporation  may  make,  distributions  to the  Shareholders,
subject to the restrictions of applicable law.

                                   ARTICLE J.
                                 CORPORATE SEAL

        The seal of the Corporation  shall be circular in form and bear the name
of the Corporation,  the year of its organization and the words "CORPORATE SEAL,
FLORIDA."  The seal may be used by causing it to be  impressed  directly  on the
instrument or writing to be sealed, or upon adhesive  substance affixed thereto.
The seal on the certificates  for shares or on any corporate  obligation for the
payment of money may be facsimile, engraved or printed.

                                   ARTICLE K.
                                   EXECUTION

        All   corporate   instruments   and   documents   shall  be   signed  or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the Board may, from time to time, designate.





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                                   ARTICLE L.
                                  FISCAL YEAR

        The fiscal year of the Corporation shall be the 12-month period selected
by the Board of  Directors as the taxable  year of the  Corporation  for federal
income tax purposes.

                                   ARTICLE M.
                          NOTICE AND WAIVER OF NOTICE

        Whenever  any notice is required by these  Bylaws to be given,  personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient  if given by  depositing  the same in the post office
box in a sealed post-paid  wrapper,  addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to vote shall not be
entitled  to receive  notice of any  meetings  except as  otherwise  provided by
Florida Law.

        Whenever any notice is required to be given under the  provisions of any
law or under the provisions of the Articles of incorporation of the Corporation,
or these Bylaws,  a waiver  thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE N.
                                  CONSTRUCTION

        Whenever a conflict  arises between the language of these Bylaws and the
Articles of Incorporation, the Articles of Incorporation shall govern.

                                   ARTICLE 0.
                                    BUSINESS


         1.   Conduct  of  Business   Without   Meetings.   Any  action  of  the
Shareholders,  Directors  and any  committee  may be taken  without a meeting if
consent in  writing  setting  forth the  action so taken  shall be signed by all
persons who would be entitled to vote on such action at a meeting and filed with
the Secretary of the Corporation as part of the proceedings of the Shareholders,
Directors or committees, as the case may be.

         2. Management by Shareholder.  In the event the  Shareholders are named
in the Articles of Incorporation and are empowered therein to manage the affairs
of the  Corporation in lieu of Directors,  the  Shareholders  of the Corporation
shall be deemed  Directors  for the purposes of these  Bylaws,  and wherever the
words  "directors,  11 "Board of Directors"  or "Board"  appear in these Bylaws,
those words shall be taken to mean Shareholders.

        The  Shareholders  may, by majority  vote (50!k + 1) , create a Board of
Directors to manage the business of the  Corporation  and exercise its corporate
powers.

                                   ARTICLE P.
                                   AMENDMENTS

         1. By  Shareholders.  The  Bylaws  shall be subject  to  alteration  or
repeal,  and new Bylaws may be made,  by the  affirmative  vote of  Shareholders
holding of record in the aggregate at least a majority of the outstanding shares
entitled to vote,in the election of  Directors at any annual or Special  Meeting
of  Shareholders,  provided  that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein the proposed amendment.





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         2. By  Directors.  The Board of  Directors  shall  have  power to make,
adopt,  alter,  amend  and  repeal,  from  time  to  time,  the  Bylaws  of  the
Corporation;  provided,  however,  that the  Shareholders  entitled to vote with
respect  thereto as in this  Article  XVI above  provided,  may alter,  amend or
repeal Bylaws made by the Board of Directors, except that the Board of Directors
shall have no power to change the quorum for meetings of  Shareholders or of the
Board of Directors,  or the change any  provisions of the Bylaws with respect to
the removal of Directors or the filling of vacancies in the Board resulting from
the removal by the Shareholders.  If any Bylaw regulating an impending  election
of Directors is adopted,  amended or repealed by the Board of  Directors,  there
shall be set forth in the  notice of the next  meeting of  shareholders  for the
election of Directors, the bylaw so adopted, amended or repealed together with a
concise statement of the changes made.









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