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                                                                    EXHIBIT 4(B)

                               KOGER EQUITY, INC.
                                     BY-LAWS

                                       AS
                              AMENDED AND RESTATED
                                       ON
                                FEBRUARY 17, 2000


                                    ARTICLE I
                                     OFFICES

         SECTION 1. Registered Office. The registered office of the Company
shall be in the State of Florida and shall be at such place as the Board of
Directors of the Company (the "Board of Directors") may determine.

         SECTION 2. Principal Executive Office. The principal executive office
of the Company shall be in the City of Jacksonville, State of Florida, or in
such other place as the Board of Directors may from time to time determine.

         SECTION 3. Other Offices. The Company may also have offices at such
other places, both within and outside of the State of Florida as the Board of
Directors may from time to time determine.


                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION 1. Place of Meetings. Meetings of the stockholders of the
Company shall be held at such place, either within or outside of the State of
Florida as shall be determined from time to time by the Board of Directors and
stated in a notice of meeting or in a duly executed waiver of notice thereof.

         SECTION 2. Annual Meeting. The annual meeting of the stockholders shall
be held on such day in the month of May, or in such other month, as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. Except as the Articles of Incorporation of the Company (the
"Articles of Incorporation") or the Florida Business Corporation Act (the "Act")
may provide otherwise, any business may be considered at an annual meeting.
Failure to hold an annual meeting does not invalidate the Company's existence or
affect any otherwise valid corporate acts.


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         SECTION 3. Special Meeting. Except as the Articles of Incorporation or
the Act may otherwise provide, Special Meetings of the stockholders, for any
purpose or purposes, may be called by the Chairman of the Board of Directors, by
the Vice Chairman of the Board of Directors, by the Chief Executive Officer, by
the President or by a majority of the Board of Directors or upon the written
request of stockholders holding in the aggregate at least ten percent (10%) in
amount of the entire outstanding capital stock of the Company issued and
outstanding and entitled to vote at such meeting. If a special meeting is called
at the written request of stockholders, such request shall state with
specificity the purpose or purposes of such meeting and the matters proposed to
be acted on. Any business of the Company transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice thereof.

         SECTION 4. Notice of Meetings and Waiver of Notice. Not less than ten
(10) days nor more than sixty (60) days before the date of any meeting of
stockholders, written or printed notice of the meeting shall be given to each
stockholder entitled to vote at the meeting and to each other stockholder not
entitled to vote who is entitled by statute to receive notice of the meeting.
The notice shall state the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
Notice is given to a stockholder when it is personally delivered to the
stockholder, left at the stockholder's residence or usual place of business, or
mailed to the stockholder at the stockholder's address as it appears on the
records of the Company. If such notice is mailed with postage thereon prepaid,
such notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at the stockholder's post office address as it
appears on the records of the Company.

         In the case of a special meeting of stockholders convened at the
written request of the stockholders, as provided for in Section 3 of this
Article II, the notice herein provided for shall be given in the manner herein
provided, not less than ten (10) days nor more than sixty (60) days before the
date of the meeting.

         Notwithstanding the foregoing provisions, each person who is entitled
to notice of any meeting of stockholders waives notice if the stockholder
attends such meeting in person or by proxy, or if the stockholder, before or
after the meeting, submits a signed waiver of the notice which is filed with the
records of stockholders' meetings. When a meeting of stockholders is adjourned
to another time and place, unless the Board of Directors after the adjournment
shall fix a new record date for an adjourned meeting, notice of such adjourned
meeting need not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment was taken.

         SECTION 5. Quorum and Voting. The holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
the Act or the Articles of Incorporation. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person


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or represented by proxy shall decide any question, unless such question is one
upon which by express provision of the Act or the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, by majority vote and
without notice other than announcement at the meeting, except as required by
Section 4 of this Article II, shall have power to adjourn the meeting from time
to time until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. In the event that at any meeting a quorum exists for the transaction
of some business but does not exist for the transaction of other business, the
business as to which a quorum is present may be transacted by the holders of
stock present in person or by proxy who are entitled to vote thereon.

         SECTION 6. General Right to Vote and Proxies. Each outstanding share of
stock is entitled to one (1) vote on each matter submitted to a vote at a
meeting of stockholders. A stockholder may vote the stock the stockholder owns
as shown on the record of stockholders of the Company as of the record date,
determined pursuant to Section 7 of this Article II, either in person or by
written proxy signed by the stockholder or by the stockholder's duly authorized
attorney-in-fact, but no proxy shall be voted or acted upon after eleven (11)
months from its date, unless the proxy provides for a longer period.

         SECTION 7. Fixing of Record Date and List of Stockholders. In order
that the Company may determine the stockholders (a) entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof or (b) entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or (c) entitled to exercise any rights with respect to any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date which shall not be
less than ten (10) days nor more than seventy (70) days before the date then
fixed for the holding of any meeting of the stockholders, nor more than seventy
(70) days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting which it must do if the meeting
is adjourned to a date more than one hundred twenty (120) days after the date
fixed for the original meeting. At any meeting of stockholders, a full, true and
complete list of all stockholders entitled to vote at such meeting, showing the
number and class of shares held by each and certified by the transfer agent for
such class or by the Secretary, shall be furnished by the Secretary.

         SECTION 8. Organization and Order of Business. At each meeting of the
stockholders, the Chairman of the Board of Directors, or in the Chairman's
absence or inability to act, the Vice Chairman of the Board of Directors or in
the Chairman's or Vice Chairman's absence or inability to act, the Chief
Executive Officer of the Company, or in the absence or inability to act of the
Chairman of the Board, Vice Chairman of the Board or the Chief Executive
Officer, the President of the Company or in the absence or inability to act of
the Chairman of the Board, Vice Chairman


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of the Board, Chief Executive Officer or the President, a Vice President of the
Company designated by the Board of Directors shall act as Chairman of the
meeting. The Secretary of the Company, or in the Secretary's absence or
inability to act, any person appointed by the Chairman of the Board or the
presiding Chairman of the meeting, shall act as Secretary of the meeting and
keep the minutes thereof. The order of business of all meetings of the
stockholders shall be determined by the Chairman of the meeting, who shall have
the authority in his discretion to regulate the conduct of such meeting,
including, without limitation, to impose restrictions on the persons (other than
stockholders of the corporation or their duly appointed proxies) who may attend
such meeting, to regulate and restrict the making of statements or asking of
questions at such meeting and to cause the removal from such meeting of any
person who has disrupted or appears likely to disrupt the proceedings at such
meeting. At a meeting of the stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before a meeting of stockholders, business must be (a) specified in the notice
of meeting (or any supplement thereto) given as provided in these by-laws, (b)
otherwise properly brought before the meeting by or at the direction of a
majority of the Board of Directors then in office, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly brought
before a meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation and the stockholder must
be a stockholder of record at the time such notice is given. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than seventy (70) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that the date of the meeting is not publicly announced by the
Corporation by mail, press release or otherwise more than seventy (70) days
prior to the meeting, notice by the stockholder to be timely must be delivered
to the Secretary of the Corporation not later than the close of business on the
tenth (10th) day following the day on which such announcement of the date of the
meeting was made. A stockholder's notice to the secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as it appears on the corporation's books, of the stockholder proposing
such business, (c) the number of shares of the corporation's common stock which
are beneficially owned by the stockholder, and (d) any material financial
interest of the stockholder in such business. Notwithstanding anything in these
by-laws to the contrary, no business shall be conducted at any meeting except in
accordance with the procedures set forth in this Section 8, and if the Chairman
of the meeting should so determine, he shall so declare to the meeting any such
business not properly brought before the meeting shall not be transacted
Notwithstanding the foregoing provisions of this Section 8, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section.

         SECTION 9. Conduct of Voting. At all meetings of stockholders, the
proxies and ballots shall be received, and all questions concerning the
qualifications of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the Chairman of the meeting.


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                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 1. General Powers. The business and affairs of the Company
shall be managed under the direction of its Board of Directors. All powers of
the Company may be exercised by or under authority of the Board of Directors,
except as conferred on or reserved to the stockholders by the Act, the Articles
of Incorporation or these By-Laws.

         SECTION 2. Number of Directors. The number of Directors which shall
constitute the whole Board of Directors shall not be less than one (1), with the
exact number of Directors as may be fixed from time to time by resolution of the
Board of Directors. The initial Board of Directors shall consist of three (3)
Directors until changed as herein provided, a majority of which Directors shall
be persons who are not Affiliates (as defined in Section 4 of Article IX of
these By-Laws) or employees of any independent contractor of the Company or an
Affiliate (as defined in Section 4 of Article IX of these By-Laws) of such
independent contractor. Directors need not be stockholders of the Company.

         SECTION 3. Nomination, Election and Tenure of Directors. Nominations
for the election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Any stockholder
entitled to vote for the election of Directors at a meeting may nominate persons
for election as Directors by giving timely notice thereof in proper written form
to the secretary accompanied by a petition signed by at least one hundred (100)
record holders of the common stock of the corporation which shows the number of
shares held by each person and which represent in the aggregate one percent (1%)
of the outstanding shares entitled to vote in the election of Directors. To be
timely, notice shall be delivered to or mailed and received at the principal
executive offices not less than seventy (70) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of the meeting
is given or made to the stockholders, to be timely, notice by the stockholder
must be received at the principal executive offices not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. To be in proper
written form, a stockholder's notice shall set forth in writing (i) as to each
person whom the stockholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected and (ii) as to the stockholder giving the notice (x) the
name and address, as they appear on the corporation's books, of such stockholder
and (y) the number of shares of the corporation which are beneficially owned by
such stockholder. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a Director shall furnish to the
secretary the information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. In the event that a stockholder seeks
to


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nominate one or more Directors, the secretary shall appoint one or more
inspectors to determine whether a stockholder has complied with this Section 3.
If the inspectors shall determine that a stockholder has not complied with this
Section 3, the inspectors shall direct the Chairman of the meeting to declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the by-laws, and the Chairman shall so declare to the meeting and
the defective nomination shall be disregarded. Except as provided in Section 5
of this Article III, the Directors shall be elected at the annual meeting of
stockholders and shall hold office until the next annual meeting and until their
successors are elected and qualified, unless sooner displaced. Directors are
eligible for re-election, and a Director may resign at any time by giving
written notice to the Company.

         SECTION 4. Removal of Director. The stockholders may remove any
Director or Directors at any time, with or without cause, by the affirmative
vote of a majority of all the votes entitled to be cast for the election of
Directors and may elect a successor or successors to fill any resulting
vacancies for the unexpired terms of the removed Directors. A majority of the
Directors may remove a Director for cause.

         SECTION 5. Vacancies on the Board of Directors. A majority of the
remaining Directors, whether or not sufficient to constitute a quorum, or a sole
remaining Director, may fill a vacancy on the Board of Directors which results
from any cause except an increase in the number of Directors, and a majority of
the entire Board of Directors may fill a vacancy which results from an increase
in the number of Directors. A Director elected by the Board of Directors to fill
a vacancy serves for the balance of the term of the replaced Director, unless
sooner displaced.

         SECTION 6. Regular Meetings. After each meeting of stockholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet as soon as practicable for the purpose of organization and
the transaction of other business. No notice of such meeting shall be necessary
to the newly elected Directors in order legally to constitute the meeting,
provided a quorum shall be present. Any other regular meeting of the Board of
Directors shall be held at such time and at any place within or outside of the
State of Florida as may be determined by the Board of Directors, the Chairman of
the Board of Directors, Vice Chairman of the Board of Directors, the Chief
Executive Officer of the Company, or the President of the Company.

         SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the Chief Executive Officer of the Company,
the President of the Company, or by a majority of the Board of Directors by vote
at a meeting, or by a majority of the Board of Directors in writing without a
meeting. A special meeting of the Board of Directors shall be held on such date
and at any place within or outside of the State of Florida as may be designated
from time to time by the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the Chief Executive Officer of the Company, the
President of the Company or the Board of Directors.


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         SECTION 8. Notice of Meeting. Except for regular meetings held after a
meeting of the stockholders as provided in Section 6 of this Article III, the
Secretary of the Company, or in the Secretary's absence or inability to act, any
officer of the Company appointed by the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the Chief Executive Officer of the
Company, or the President of the Company, shall give notice to each Director of
each regular and special meeting of the Board of Directors. The notice shall
state the date and place of the meeting. Notice is given to a Director when it
is delivered personally to him, left at his residence or usual place of
business, or sent by telegraph, cablegram, or telephonic communication, at least
twenty-four (24) hours prior to the time of the meeting or, in the alternative,
by first-class mail, postage prepaid, addressed to the Director at his post
office or his address as it appears on the records of the Company, at least four
(4) days before the day on which such meeting is to be held. If mailed with
postage prepaid, such notice shall be deemed to be given when deposited in the
United States mail addressed to the Director at his address as it appears in the
records of the Secretary. The notice need not state the business to be
transacted at or the purpose of the meeting. No notice of any meeting of the
Board of Directors need be given to any Director who attends, or to any Director
who, in writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Any meeting of the Board of
Directors may adjourn from time to time to reconvene at the same or some other
place, and no notice need be given of any such adjourned meeting other than by
announcement.

         SECTION 9. Action by Directors. The action of a majority of the
Directors present at a meeting at which a quorum of the Board of Directors is
present constitutes action of the Board of Directors, except as otherwise
provided in the Act, the Articles of Incorporation, or these By-Laws in respect
of any investment or action by the Company which involves a potential conflict
of interest between the Company and any independent contractor retained by the
Company or any Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of any such independent contractor. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. In the
absence of a quorum, the Directors present, by majority vote and without notice
other than by announcement, may adjourn the meeting from time to time until a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally noticed.

         SECTION 10. Organization. The Chairman of the Board of Directors of the
Company shall preside at each meeting of the Board of Directors. In the absence
or inability of the Chairman of the Board to preside at a meeting, the Vice
Chairman of the Board of Directors of the Company shall preside at a meeting. In
the absence or inability of either of the Chairman or Vice Chairman of the Board
to preside at a meeting, the Chief Executive Officer of the Company shall
preside at a meeting. In the absence or inability of the Chairman of the Board,
the Vice Chairman of the Board, or the Chief Executive Officer to preside at a
meeting, the President of the Company shall preside at a meeting. In the absence
or inability of the Chairman of the Board, Vice Chairman of the Board, the Chief
Executive Officer or the President to preside at a meeting, another Director
chosen by a majority of the Directors present, shall act as Chairman of the
meeting and preside thereat. The Secretary of the Company or, in the Secretary's
absence or inability to act, any person


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appointed by the Chairman of the Board or the presiding Chairman shall act as
Secretary of the meeting and keep the minutes thereof.

         SECTION 11. Meeting by a Conference Telephone. Members of the Board of
Directors or of any committee thereof may participate in a meeting by means of a
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
a meeting.

         SECTION 12. Consent in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent or consents are filed with the
minutes of proceedings of the Board of Directors or committee.

         SECTION 13. Compensation. Directors may receive compensation for
services to the Company in their capacities as Directors in such manner and in
such amounts as may be fixed from time to time by the Board of Directors, and
expenses, if any, of attendance at each regular or special meeting of the Board
of Directors, or any committee of the Board of Directors, or any meeting of
stockholders. No such payment shall preclude any Director from serving the
Company in any other capacity and receiving compensation therefor.


                                   ARTICLE IV
                             COMMITTEES OF DIRECTORS

         SECTION 1. Committees. The Board of Directors may, by resolution
adopted by a majority of the full Board of Directors, appoint or designate one
or more committees, each committee of the Board of Directors to consist of two
(2) or more Directors, and may delegate to such committees any of the powers of
the Board of Directors except such powers as are required to be performed by the
Board of Directors under the Act, the Articles of Incorporation, or these
By-Laws.

         SECTION 2. Minutes and Reports. Each committee of the Board of
Directors shall keep minutes of its proceedings and shall report the same to the
Board of Directors, and any action taken by the committees shall be subject to
revision and alteration by the Board of Directors, provided that no rights of
third persons shall be affected by any such revision or alteration.

         SECTION 3. Notice. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors, and a
waiver thereof in writing, signed by the Director entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the committee meeting in person shall be deemed
equivalent to the giving of such notice to such Director.


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         SECTION 4. Quorum, Voting and General. One-third (1/3), but not less
than two (2), of the members of any committee shall be present in person at any
meeting of such committee in order to constitute a quorum for the transaction of
business at such meeting, and the act of the majority present shall be the act
of such committee. The Board of Directors or the Chairman of the Board of
Directors may designate a chairman of any committee and such chairman or any two
members of any committee may fix the time and place of its meetings unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
the power at any time to change the membership of any committee, to fill all
vacancies, to designate alternate members to replace any absent or disqualified
member, or to dissolve any such committee.


                                    ARTICLE V
                                    OFFICERS


         SECTION 1. The officers of the Company shall consist of a Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors, a Chief
Executive Officer, a President, a Secretary, a Chief Financial Officer, a Chief
Accounting Officer, and a Treasurer, each of whom shall be elected by the Board
of Directors at the first meeting of directors immediately following the annual
meeting of shareholders of the Company, and shall serve until their successors
are chosen and qualified. Such other officers and assistant officers and agents,
as may be deemed necessary, may be elected or appointed by the Board of
Directors, the Chief Executive Officer or the President from time to time. Any
two (2) or more offices may be held by the same person. The failure to elect a
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a
Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a
Chief Accounting Officer or Treasurer shall not affect the existence of the
Company.

         SECTION 2. Duties. The officers of the Company shall have the following
duties:

         The CHAIRMAN OF THE BOARD OF DIRECTORS shall preside at all meetings of
Shareholders and the Board of Directors of this corporation.

         The VICE CHAIRMAN OF THE BOARD OF DIRECTORS shall, in the absence of
the Chairman of the Board of Directors, preside at all meetings of the
stockholders and the Board of Directors.

         The CHIEF EXECUTIVE OFFICER shall have general supervisory authority
over the management of the business and affairs of this corporation, subject to
the direction of the Board of Directors and in the absence of the Chairman of
the Board of Directors and the Vice Chairman of the Board of Directors, shall
preside at all meetings of the stockholders and the Board of Directors.

         The PRESIDENT shall have general and active management of the business
and affairs of the corporation subject to the directions of the Chief Executive
Officer and the Board of Directors, and in the absence of the Chairman of the
Board of Directors, the Vice Chairman of the Board of


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Directors and the Chief Executive Officer, shall preside at all meetings of the
stockholders and the Board of Directors.

         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, send all notices of meetings out,
and perform such other duties as may be prescribed by the Board of Directors,
Chief Executive Officer or the President.

         The CHIEF FINANCIAL OFFICER shall have general and active management of
the financial affairs of the corporation subject to the directions of the Chief
Executive Officer, the President and the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors, the Chief
Executive Officer or the President.

         The CHIEF ACCOUNTING OFFICER shall have custody of all corporate funds
and financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of stockholders
and whenever else required by the Board of Directors, the Chief Executive
Officer or the President, and shall perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer, the President
or the Chief Financial Officer.

         The TREASURER shall assist the Chief Accounting Officer in the
performance of his or her duties and perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer, the
President, the Chief Financial Officer or the Chief Accounting Officer.

         SECTION 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board whenever in its
judgment the best interests of the Company will be served thereby.

         Any officer or agent elected by the stockholders may be removed only by
vote of the stockholders, unless the stockholders shall have authorized the
Directors to remove such officer or agent.

         Any officer or agent elected or appointed by either of the Chief
Executive Officer or the President may be removed by the officer who appointed
such officer or by the Board of Directors.

         Any vacancy, however occurring, in any office may be filled by the
Board of Directors. Removal of any officer shall be without prejudice to the
contract rights, if any, of the person so removed; however, election or
appointment of an officer or agent shall not of itself create contractual
rights.


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                                   ARTICLE VI
                               INVESTMENT POLICIES

         SECTION 1. General. The Board of Directors shall determine the
Company's investment policies and shall review those policies at least annually
to determine that the policies are being followed by the Company and are in the
best interests of its stockholders.

         It shall be the duty of the Board of Directors to insure that the
purchase, sale, retention and disposal of Company assets, and the investment
policies of the Company and the limitations thereon or amendment thereof are at
all times in compliance with the restrictions applicable to real estate
investment trusts pursuant to the Internal Revenue Code of 1986, as it may be
amended from time to time (the "Internal Revenue Code").

         The Company will not, without the approval of a majority of the Board
of Directors, acquire from or sell to a Director, an officer or employee of the
Company, any person in which a Director owns more than a one percent (1%)
interest, or any Affiliate (as defined in Section 4 of Article IX of these
By-Laws) of any of the foregoing, any of the assets or other property of the
Company, or make loans to any of the foregoing.

         SECTION 2. Limitations. Each of the following limitations shall apply
only to the extent that each limitation must be satisfied in order for the
Company to qualify as a real estate investment trust under the Internal Revenue
Code, and to the extent that each limitation is required for such qualification,
each limitation may not be changed without the approval of the holders of a
majority of the outstanding shares: (1) the Company may not hold property
primarily for sale to customers in the ordinary course of business; (2) the
Company may not issue "redeemable securities" as defined in the Investment
Company Act of 1940; (3) the Company may not invest in any real estate
investment trust which holds investments or engages in activities which the
Company would be prohibited from engaging in by these By-Laws; (4) the Company
may not invest in commodities or commodity future contracts other than
"financial futures" contracts intended to hedge the Company against losses from
its temporary investments; (5) the Company may not invest more than one percent
(1%) of its assets in real estate contracts of sale, unless such contracts are
recordable in the chain of title; and (6) the Company may not engage in trading
(as compared with investment activities) or engage in the underwriting or the
agency distribution of securities issued by others.


                                   ARTICLE VII
                                      STOCK

         SECTION 1. Certificate for Stock. Every holder of stock in the Company
shall be entitled to have a certificate or certificates which represents and
certifies the number and kind and class of shares of stock owned by each such
stockholder in the Company. Certificates for fractional shares shall not be
issued. Each stock certificate shall include on its face the name of the
Company, the


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<PAGE>   12

name of the stockholder or other person to whom it is issued, the class of stock
and the number of shares represented by the certificate. It shall be in such
form, not inconsistent with the Act or with the Articles of Incorporation, as
shall be approved by the Board of Directors or any officer or officers
designated for such purpose by resolution of the Board of Directors. Each stock
certificate shall be signed by the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the Chief Executive Officer, the President,
or a Vice President, and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer. Each certificate may be
sealed with the actual corporate seal or a facsimile of it or in any other form
and the signatures may be either manual or facsimile signatures. Where a
certificate is countersigned: (i) by a transfer agent other than the Company or
its employee; or (ii) by a registrar other than the Company or its employee, any
other signature on the certificate may be facsimile. In case any officer,
transfer agent or registrar, who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, the certificate may
nevertheless be issued by the Company with the same effect as if such officer,
transfer agent or registrar had not ceased to be such as of the date of its
issue.

         SECTION 2. Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of stock and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.

         SECTION 3. Stock Ledger. The Company shall maintain a stock ledger
which contains the name and address of each stockholder of the Company and the
number of shares of stock of each class which the stockholder holds. The stock
ledger may be in written form or in any other form capable of producing copies
for visual inspection. The original or a duplicate of the stock ledger shall be
kept at the offices of the transfer agent, within or outside the State of
Florida, or, if none, at the principal executive office of the Company.

         SECTION 4. Lost, Destroyed or Mutilated Certificates. Subject to such
rules, regulations and procedures as may be determined or set by the Board of
Directors, the holder of any certificates representing shares of stock in the
Company shall immediately notify the Company of any loss, destruction or
mutilation of such certificate, and the Company may issue a new certificate of
stock in the place of any certificate theretofore issued by the Company upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be stolen, lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
stolen, lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and to
give the Company a bond, with sufficient surety, to indemnify it against any
loss or claim which may arise by reason of the issuance of a new certificate.

         SECTION 5. Payment of Redeemed Shares. Any shares of stock in the
Company, redeemed by the Company as Excess Shares pursuant to the provisions of
Paragraph (d) of Article V - CAPITAL STOCK of the Articles of Incorporation,
shall be paid for by the Company at the


                                       12
<PAGE>   13

redemption price, as provided in Article V of the Articles of Incorporation, as
soon as reasonably practicable after the receipt by the stockholder of the
notice calling the Excess Shares for redemption by the Company.


                                  ARTICLE VIII
                                     FINANCE

         SECTION 1. Checks, Drafts, Etc. All checks, drafts and orders for the
payment of money, notes and other evidences of indebtedness issued in the name
of the Company shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         SECTION 2. Fiscal Year. The fiscal year of the Company shall be the
calendar year.


                                   ARTICLE IX
                                SUNDRY PROVISIONS

         SECTION 1. Books and Records. The Company shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any committee when
exercising any of the powers of the Board of Directors.

         SECTION 2. Distributions to Stockholders. Each distribution to
stockholders of income or capital assets shall be accompanied by a written
statement disclosing the source of the funds distributed. The amount and date of
distributions to stockholders shall be determined in the sole discretion of the
Board of Directors of the Company.

         SECTION 3. Transactions With Affiliates. Except as otherwise provided
in the Articles of Incorporation or these By-Laws, the Company shall not enter
into any transaction with any independent contractor retained by the Company or
any Affiliate (as defined in Section 4 below) of such independent contractor, or
with any officer or Director, or any Affiliate of any officer of Director
unless: (i) such transaction is approved by a majority of the Directors, who are
not Affiliates (as defined in Section 4 below) of such independent contractor or
a party to the transaction or (ii) such transaction is approved by the
stockholders of the Company; or (iii) such transaction is fair and reasonable to
the Company and its stockholders; or (iv) the terms of such transaction are at
least as favorable as the terms of any comparable transaction made on an arm's
length basis and known to the Board of Directors; or (v) the appraised value of
any property being acquired in such transaction is not less than the total
consideration paid by the Company in such transaction.

         SECTION 4. Affiliates Defined. As used in these By-Laws, the term
"Affiliate" of another person shall mean any person directly or indirectly
owning, controlling, or holding with power to


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<PAGE>   14

vote, five percent (5%) or more of the outstanding voting securities of such
other person; any person, five percent (5%) or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with power to
vote, by such person; any person directly or indirectly controlling, controlled
by, or under common control with, such other person; and any officer, Director,
or employee of such person. The term "person" includes a natural person,
company, corporation, trust, partnership (limited or general) or any other
organization.

         SECTION 5. Company Seal. There shall be a suitable seal, bearing the
name of the Company, which shall be in the charge of the Secretary. It shall be
in such form, not inconsistent with the Act or with the Articles of
Incorporation, as shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of Directors.
The Board of Directors may authorize one or more duplicate seals and provide for
the custody thereof. The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

         SECTION 6. Amendments. Any and all provisions of these By-Laws may be
altered or repealed and new By-Laws may be adopted by the stockholders of the
Company at any regular or special meeting in accordance with Section 5 of
Article II of these By-Laws, or by the Board of Directors.



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March 28, 2000
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BYLAWSAM.DKE


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