BY LAWS

                                       OF

                              BLC Real Estate Corp.

                               ARTICLE I - OFFICES

The principal office of the corporation shall be located in the City, County and
State so provided in the Certificate of Incorporation.  The Corporation may also
maintain offices at such other places within or without the State of Delaware as
the Board of Directors  may,  from time to time,  determine and the business may
require.

                            ARTICLE II - SHAREHOLDERS

1.       Place of Meetings.

Meetings  of  shareholders  shall  be  held  at  the  principal  office  of  the
Corporation,  or at such other places within or without the State of Delaware as
the Board shall authorize.

2.       Annual Meetings.

The  annual  meeting of the  shareholders  of the  Corporation  shall be held at
2:OOPM on the last  Tuesday  of the third  month in each year after the close of
the fiscal year of the Corporation, if such date is not a legal holiday and if a
legal  holiday,  then on the next  business day  following at the same hour,  at
which time the shareholders shall elect a Board of Directors,  and transact such
other business as may properly come before the meeting.

3.       Special Meetings.

Special  meetings of the  shareholders may be called at any time by the Board or
by the  President,  and shall be called by the President or the Secretary at the
written request of the holders of ten (10%) per cent of the  outstanding  shares
entitled to vote thereat, or as otherwise required by law.

B/L-1


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4.       Notice of Meetings.

Written  notice of each  meeting of  shareholders,  whether  annual or  special,
stating the time when and place where it is to be held,  shall be served  either
personally  or by mail.  Such notice  shall be served not less than ten (10) nor
more than sixty (60) days before the meeting,  upon each  shareholder  of record
entitled  to vote at such  meeting,  and to any  other  shareholder  to whom the
giving of notice may be required by law.  Notice of a special meeting shall also
state the  purpose  or  purposes  for which the  meeting  is  called,  and shall
indicate  that it is being issued by the person  calling the meeting.  If at any
meeting,  action  is  proposed  to  be  taken  that  would,  if  taken,  entitle
shareholders  to receive  payment for their  shares,  the notice of such meeting
shall  include a statement of that purpose and to that effect.  If mailed,  such
notice shall be directed to each such shareholder at his address,  as it appears
on the  records of the  shareholders  of the  Corporation,  unless he shall have
previously  filed with the Secretary of the  Corporation a written  request that
notices  intended for him be mailed to some other  address,  in which event,  it
shall be mailed to the address designated in such request.

5.       Waiver.

Notice of any meeting need not be given to any shareholder that submits a signed
waiver of  notice  either  before  or after a  meeting.  The  attendance  of any
shareholder at a meeting,  in person or by proxy,  shall  constitute a waiver of
notice by such shareholder.

6.       Fixing Record Date.

For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express consent
to or  dissent  from any  proposal  without a  meeting,  or for the  purpose  of
determining  shareholders  entitled  to receive  payment of any  dividend or the
allotment of any rights, or for the purpose of any other action, the Board shall
fix,  in  advance,  a date as the  record  date  for any such  determination  of
shareholders. Such date shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action.  If no record date is fixed,  it shall be determined in accordance
with the provisions of law.

7.       Quorum.

(a) Except as otherwise  provided by the  Certificate of  Incorporation,  at all
meetings of shareholders of the Corporation, the presence at the commencement of
such meeting,  in person or by proxy, of shareholders  holding a majority of the
total number of shares of the  Corporation  then issued and  outstanding  on the
records  of the  Corporation  and  entitled  to  vote,  shall be  necessary  and
sufficient to  constitute a quorum for the  transaction  of any  business.  If a
specified item of business is required to be voted on by a class or classes, the
holder of a majority of the shares of such class or classes  shall  constitute a
quorum for the transaction of such specified item of business. The withdrawal of
any shareholder  after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

(b)  Despite  the  absence  of a quorum at any  annual  or  special  meeting  of
shareholders,  the shareholders,  by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting.

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8.       Voting.

(a)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,

          (1)  directors shall be elected by a plurality of the votes cast; and

          (2)  all other corporate action to be taken by vote of the
               shareholders, shall be authorized by a majority of votes cast;

at a meeting of  shareholders  by the holders of shares  entitled to vote
thereon.

(b)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,  at each meeting of shareholders, each holder of record of shares
of the  Corporation  entitled  to vote,  shall be  entitled to one vote for each
share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided,  however, that the instrument authorizing
such  proxy to act shall  have  been  executed  in  writing  by the  shareholder
himself, or by his  attorney-in-fact  duly authorized in writing. No proxy shall
be voted or acted upon after three (3) years, unless the proxy shall specify the
length of time it is to continue in force.  The proxy shall be  delivered to the
Secretary at the meeting and shall be filed with the records of the Corporation.
Every proxy shall be revocable at the pleasure of the shareholder  executing it,
unless the proxy states that it is irrevocable,  except as otherwise provided by
law. (d) Any action that may be taken by vote may be taken  without a meeting on
written consent.  Such action shall constitute  action by such shareholders with
the same  force and  effect as if the same had been  approved  at a duly  called
meeting of  shareholders  and  evidence  of such  approval  signed by all of the
shareholders shall be inserted in the Minute Book of the corporation.

                        ARTICLE III - BOARD OF DIRECTORS

1.       Number.

The number of the directors of the Corporation  shall be one (1) until otherwise
determined by a vote of the Board.

2.       Election

Except  as  may  otherwise  be  provided   herein  or  in  the   Certificate  of
Incorporation,  the members of the Board need not be  shareholders  and shall be
elected by a majority  of the votes  cast at a meeting of  shareholders,  by the
holders of shares entitled to vote in the election.

3.       Term of Office.

Each  director  shall hold office until the annual  meeting of the  shareholders
next succeeding his election,  and until his successor is elected and qualified,
or until his prior death, resignation or removal.

4.       Duties and Powers

The Board shall be  responsible  for the control and  management of the affairs,
property and  interests of the  Corporation,  and may exercise all powers of the
Corporation,  except those powers  expressly  conferred  upon or reserved to the
shareholders.

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5.       Annual Meetings

Regular  annual  meetings of the Board shall be held  immediately  following the
annual meeting of shareholders.

6.       Regular Meetings and Notice

The Board may provide by resolution  for the holding of regular  meetings of the
Board of Directors,  and may fix the time and place  thereof.  Notice of regular
meetings  shall not be required to be given and, if given,  need not specify the
purpose of the meeting;  provided,  however, that in case the Board shall fix or
change the time or place of any regular meeting,  notice of such action be given
to each  director  who shall not have been  present at the meeting at which such
action was taken within the time limited, and in the manner set forth at Section
7 of this Article III, unless such notice shall be waived.

7.       Special Meetings and Notice

(a) Special meetings of the Board shall be held whenever called by the President
or by one of the  directors,  at such time and place as may be  specified in the
respective notices or waivers of notice thereof.

(b)  Notice of  special  meetings  shall be mailed  directly  to each  director,
addressed to him at the address  designated by him for such purpose at his usual
place of business,  at least two (2)  business  days before the day on which the
meeting is to be held,  or delivered to him  personally  or given to him orally,
not later than the  business  day  before the day on which the  meeting is to be
held.

(c)  Notice  of a  special  meeting  shall  not be  required  to be given to any
director  who shall  attend  such  meeting,  or who  submits a signed  waiver of
notice.

8.       Chairman

At all meetings of the Board, the Chairman, if present,  shall preside. If there
shall be no Chairman,  or he shall be absent,  then the President shall preside.
In his absence, the Chairman shall be chosen by the Directors present.

9.       Quorum and Adjournments

(a) At all meetings of the Board, the presence of a majority of the entire board
shall be  necessary  to  constitute  a quorum for the  transaction  of business,
except as otherwise provided by law, by the Certificate of Incorporation,  or by
these By-laws. Participation of any one or more members of the Board by means of
a conference telephone or similar communications equipment, allowing all persons
participating  in the  meeting  to hear  each  other  at the  same  time,  shall
constitute presence in person at any such meeting.

(b) A  majority  of the  directors  present at any  regular or special  meeting,
although  less than a quorum,  may  adjourn  the same from time to time  without
notice, until a quorum shall be present.

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10.      Manner of Acting.

(a) At all meetings of the Board, each director present shall have one vote.

(b) Except as otherwise provided by law, by the Certificate of Incorporation, or
these Bylaws,  the action of a majority of the directors  present at any meeting
at  which a  quorum  is  present  shall  be the  act of the  Board.  Any  action
authorized,  in writing,  by all of the  directors  entitled to vote thereon and
filed with the minutes of the Corporation shall be the act of the Board with the
same force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the board.

11.      Vacancies.

Any vacancy in the Board of Directors  resulting  from an increase in the number
of directors, or the death, resignation,  disqualification, removal or inability
to act of any director, shall be filled for the unexpired portion of the term by
a majority vote of the remaining  directors,  though less than a quorum,  at any
regular meeting or special meeting of the Board called for that purpose.

12.      Resignation.

Any 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
such written notice,  such resignation shall take effect upon receipt thereof by
the Board or such officer,  and the acceptance of such resignation  shall not be
necessary to make it effective.

13.      Removal.

Any director may be removed,  with or without cause,  at any time by the holders
of a majority of the shares then  entitled to vote at an election of  directors,
at a special  meeting of the  shareholders  called for that purpose,  and may be
removed for cause by action of the Board.

14.      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 may be
authorized  for  attendance  at each  regular or  special  meeting of the Board.
Nothing  herein  contained  shall be construed  to preclude  any  director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

15.      Contracts.

(a) No contract or other  transaction  between  this  Corporation  and any other
business shall be affected or  invalidated,  nor shall any director be liable in
any way by reason of the fact that a director of this  corporation is interested
in, or is financially  interested in such other business,  provided such fact is
disclosed to the Board.

(b) Any  director  may be a party to or may be  interested  in any  contract  or
transaction of this Corporation individually, and no director shall be liable in
any way by reason of such interest, provided that the fact of such participation
or  interest  be  disclosed  to the Board  and  provided  that the  Board  shall
authorize or ratify such contract or  transaction  by the vote (not counting the
vote of any such  director)  of a  majority  of a  quorum,  notwithstanding  the
presence of any such director at the meeting at which such action is taken. Such
director may be counted in determining the presence of a quorum at such meeting.
This  Section  shall not be  construed  to  invalidate  or in any way affect any
contract  or other  transaction,  which would  otherwise  be valid under the law
applicable thereto.

16.      Committees.

The Board,  by resolution  adopted by a majority of the entire  Board,  may from
time to time  designate  from among its members an executive  committee and such
other committees,  and alternate members thereof,  as they deem desirable,  each
consisting  of three or more  members,  which such powers and  authority (to the
extent  permitted  by law) as may be  provided  in such  resolution.  Each  such
committee shall remain in existence at the pleasure of the Board.  Participation
of any one or more members of a committee by means of a conference  telephone or
similar  communications  equipment  allowing  all persons  participating  in the
meeting to hear each  other at the same  time,  shall  constitute  a  director's
presence in person at any such meeting.  Any action authorized in writing by all
of the members of a committee and filed with the minutes of the committee  shall
be the act of the  committee  with the same  force and effect as if the same had
been passed by unanimous vote at a duly called meeting of the committee.



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                              ARTICLE IV - OFFICERS

1.       Number and Qualifications.

The officers of the Corporation  shall consist of a President,  one or more Vice
Presidents,  a Secretary,  a  Treasurer,  and such other  officers,  including a
Chairman  of the  Board,  as the Board of  Directors  may from time to time deem
advisable.  Any officer  other than the Chairman of the Board may be, but is not
required  to be,  a  director  of the  Corporation.  Any two or more  offices  a
director  of the  Corporation.  Any two or more  offices may be held by the same
person, except the offices of President and Secretary.

2.       Election

The  officers  of the  Corporation  shall be elected by the Board of the regular
annual meeting of the Board following the annual meeting of shareholders.

3.       Term of office

Each  officer  shall  hold  office  until the  annual  meeting of the Board next
succeeding  his election,  and until his  successor  shall have been elected and
qualified, or until his death, resignation or removal.

4.       Resignation.

Any  officer  may  resign at any time by giving  written  notice  thereof to the
Board, the President or the Secretary of the Corporation. Such resignation shall
take  effect  upon  receipt  thereof  by the  Board or by such  officer,  unless
otherwise  specified in such written notice.  The acceptance of such resignation
shall not be necessary to make it effective.

5.       Removal.

Any officer,  whether  elected or appointed by the Board,  may be removed by the
Board, with or without cause, and a successor elected by the Board at any time.

6.       Vacancies.

A vacancy  in any  office by reason  of death,  resignation,  inability  to act,
disqualification,  or any  other  cause,  may at any  time  be  filled  for  the
unexpired portion of the term by the Board.

7.       Duties.

Unless otherwise  provided by the Board,  officers of the Corporation each shall
have powers and duties as generally  pertain to their respective  offices,  such
powers  and  duties as may be set forth in these  by-laws,  and such  powers and
duties as may be specifically  provided for by the Board. The President shall be
the chief executive officer of the Corporation.

8.       Sureties and Bonds.

At the request of the Board,  any officer,  employee or agent of the Corporation
shall  execute for the  Corporation  a bond in such sum, and with such surety as
the Board may direct, conditioned upon the faithful performance of his duties to
the Corporation,  including responsibility for negligence and for the accounting
for all property, funds or securities of the Corporation which may come into his
hands.

9.       Shares of Other Corporations.

Whenever the Corporation is the holder of shares of any other  corporation,  any
right or power of the  Corporation  as such  shareholder  shall be  exercised on
behalf of the Corporation in such manner as the Board may authorize.

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                           ARTICLE V - SHARES OF STOCK

1.       Certificate.

(a) The  certificates  representing  shares in the Corporation  shall be in such
form as shall be approved by the Board and shall be numbered and  registered  in
the order issued. They shall bear the holder's name and the number of shares and
shall be signed by (i) the  Chairman  of the Board or the Vice  Chairman  of the
Board or the President or a Vice President, and (ii) the Secretary or Treasurer,
or any Assistant Secretary or Assistant Treasurer,  and shall bear the corporate
seal.

(b)  Certificate  representing  shares  shall not be issued until they are fully
paid for,

(c) The Board may  authorize  the issuance of  certificates  for  fractions of a
share  which  shall  entitle  the  holder to  exercise  voting  rights,  receive
dividends and  participate  in liquidating  distributions,  in proportion to the
fractional holdings.

2.       Lost or Destroyed Certificates

Upon  notification by the holder of any certificate  representing  shares of the
Corporation or the loss of destruction of one or more certificates  representing
the  same,  the  Corporation  may  issue  new   certificates  in  place  of  any
certificates  previously  issued  by it,  and  alleged  to  have  been  lost  or
destroyed.  Upon production of evidence of loss or destruction,  in such form as
the Board in its sole discretion may require, the Board may require the owner of
the lost or destroyed  certificates  to provide the  Corporation  with a bond in
such sum as the Board may direct, and with such surety as may be satisfactory to
the Board, to indemnify the Corporation against any claims,  loss,  liability or
damage it may suffer on account of the issuance of the new  certificates.  A new
certificate  may be issued without  requiring any such evidence or bond when, in
the judgment of the Board, it is proper to do so.

3.       Transfers of Shares.

(a) Transfers of shares of the  Corporation  may be made on the share records of
the  Corporation  solely by the holder of such  records,  in person or by a duly
authorized  attorney,  upon  surrender  for  cancellation  of  the  certificates
representing  such  shares,  with an  assignment  or power of transfer  endorsed
thereon  or  delivered  therewith,  duly  executed  and with  such  proof of the
authenticity of the signature,  and the authority to transfer and the payment of
transfer taxes as the Corporation or its agents may require.

(b) The  Corporation  shall be  entitled  to treat  the  holder of record of any
shares as the absolute  owner thereof for all purposes and shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, except as otherwise expressly provided by law.

(c) The  Corporation  shall be  entitled  to  impose  such  restrictions  on the
transfer  of  shares  as may  be  necessary  for  the  purpose  of  electing  or
maintaining  Subchapter  S status  under the  Internal  Revenue  Code or for the
purpose of securing or maintaining  any other tax advantage to the  Corporation.

4. Record Date.

In lieu of closing the share records of the  Corporation,  the Board may fix, in
advance,  a date not less than ten (10) days nor more than sixty  (60) days,  as
the record date for the determination of shareholders entitled to receive notice
of, and to vote at, any meeting of  shareholders,  or to consent to any proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of determining  shareholders  entitled to receive  payment of any dividends,  or
allotment of any rights,  or for the purpose of any other  action.  If no record
date is fixed, the record date for the determination of shareholders entitled to

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notice  of or to vote at a  meeting  of  shareholders  shall be at the  close of
business on the day immediately  preceding the day on which notice is given, or,
if the  notice  is  waived,  at the  close of  business  on the day  immediately
preceding the day on which the meeting is held; the record date for  determining
shareholders  for any other purpose shall be at the close of business on the day
on which the resolution of the directors relating thereto is adopted. The record
date for  determining  shareholders  entitled  to express  consent to  corporate
action  in  writing  without  a  meeting,  when no prior  action by the Board is
necessary,  shall be the day on which the first  written  consent is  expressed.
When a determination  of shareholders of record entitled to notice of or to vote
at any  meeting of  shareholders  has been made as  provided  for  herein,  such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.



                             ARTICLE VI - DIVIDENDS

Subject to this  Certificate of Incorporation  and to applicable law,  dividends
may be declared and paid out of any funds available therefor,  as often, in such
amount, and at such time or times as the Board may determine.  Before payment of
any dividends, there may be set aside out of the net proceeds of the Corporation
available for  dividends,  such sum or sums as the Board,  from time to time, in
its sole discretion,  deems proper as a reserve fund to meet  contingencies,  or
for equalizing  dividends,  or for repairing or maintaining  any property of the
Corporation, or for such other purpose as the Board shall think conducive to the
interests  of the  Corporation,  and the Board may  modify or  abolish  any such
reserve.

                            ARTICLE VII - FISCAL YEAR

The  fiscal  year of the  Corporation  shall be fixed by the Board  from time to
time, subject to applicable law.
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                          ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board.

                             ARTICLE IX - AMENDMENTS

1.       By Shareholders.

All  by-laws  of the  Corporation  shall be subject to  revision,  amendment  or
repeal,  and new by-laws  may be adopted  from time to time by a majority of the
shareholders who are at such time entitled to vote in the election of directors.

2.       By Directors.

The Board of Directors  shall adopt a  resolution  setting  forth the  amendment
proposed declaring its advisability, and either calling a special meeting of the
stockholders  entitled to vote in respect thereto for the  consideration of such
amendment or directing  that the  amendment  proposed be  considered at the next
annual meeting of  stockholders.  Such special or annual meeting shall be called
and held upon notice.  This notice  shall set forth such  amendment in full or a
brief summary of the changes to be effected thereby, as the directors shall deem
advisable.  At the meeting a vote of the  stockholders  entitled to vote thereon
shall be taken for and  against  the  proposed  amendment.  If a majority of the
outstanding  stock entitled to vote thereon,  and a majority of the  outstanding
stock of each class  entitled to vote thereon as a class has been voted in favor
of the amendment,  a certificate setting forth the amendment and certifying that
such  amendment has been duly adopted in  accordance  with this Section shall be
executed, acknowledged, filed and recorded and shall become effective.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws
as the first by-laws of the Corporation,  in accordance with the requirements of
the Business Corporation Law.

Dated:

Incorporator


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