BYLAWS

                                       OF

                          BLC COMMERCIAL CAPITAL CORP.

                               ARTICLE I - OFFICES

SECTION 1. PRINCIPAL PLACE OF BUSINESS

      The initial location of the principal place of business of the corporation
shall be as specified in the articles of incorporation and may be changed from
time to time by resolution of the board of directors. It may be located at any
place within or outside the State of Florida. [BCA Sec. 607.0202(b)]

      The principal place of business of the corporation shall also be known as
the principal office of the corporation.

SECTION 2. OTHER OFFICES

      The corporation may also have offices at such other places as the board of
directors may from time to time designate, or as the business of the corporation
may require.

                            ARTICLE II - SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS

      All meetings of the shareholders shall be held at the principal place of
business of the corporation or at such other place, within or outside the State
of Florida, as may be determined by the board of directors. [BCA Secs.
607.0701(2) & 607.0702(2)]

SECTION 2. ANNUAL MEETINGS

      The annual meeting of the shareholders shall be held on the       of the
month of         in each year, at     o'clock      M., at which time the
shareholders shall elect a board of directors and transact any other proper
business. If this date falls on a legal holiday, then the meeting shall be held
on the following business day at the same hour. [BCA Sec. 607.0701(1)]

SECTION 3. SPECIAL MEETINGS

      Special meetings of the shareholders may be called by the board of
directors or by the shareholders. In order for a special meeting to be called by
the shareholders, 10 percent or more of all the votes entitled to be cast on any
issue proposed to be 


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considered at the proposed special meeting shall sign, date and deliver to the
secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held. [BCA Sec. 607.0702]

      The secretary shall issue the call for special meetings unless the
president, the board of directors, or the shareholders designate another person
to make the call.

SECTION 4. NOTICE OF MEETINGS

      Notice of all shareholders' meetings, whether annual or special, shall be
given to each shareholder of record entitled to vote at such meeting no fewer
than 10 or more than 60 days before the meeting date. The notice shall include
the date, time and place of the meeting and in the case of a special meeting the
purpose or purposes for which the meeting is called. Only the business within
the purpose or purposes included in the notice of special meeting may be
conducted at a special shareholders' meeting.

      Notice of shareholders' meetings may be given orally or in writing, by or
at the direction of the president, the secretary or the officer or persons
calling the meeting. Notice of meetings may be communicated in person; by
telephone, telegraph, teletype, facsimile machine, or other form of electronic
communication; or by mail. If mailed, 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.

      When a meeting is adjourned to a different date, time or place, it shall
not be necessary to give any notice of the adjourned meeting if the new date,
time or place is 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 the
adjournment, the board fixes a new record date for the adjourned meeting, notice
of the adjourned meeting in accordance with the preceding paragraphs of this
bylaw shall be given to each person who is a shareholder as of the new record
date and is entitled to vote at such meeting. [BCA Secs. 607.0141 & 607.0705]

SECTION 5. WAIVER OF NOTICE

      A shareholder may waive any notice required by the Business Corporation
Act, the articles of incorporation or these bylaws before or after the date and
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. Neither the
business to be transacted at nor the purpose of any annual or special 


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meeting of the shareholders need be specified in any written waiver of notice.
[BCA Sec. 607.0706(1)]

SECTION 6. ACTION WITHOUT MEETING

      Any action which is required by law to be taken at an annual or special
meeting of shareholders, or any action which may be taken at any annual or
special meeting of shareholders, may be taken without a meeting, without prior
notice, and without a vote if one or more written consents, setting forth the
action so taken, shall be dated and signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Written consents shall not be effective to take
corporate action unless, within 60 days of the date of the earliest written
consent relating to the action, the signed written consents of the number of
holders required to take the action are delivered to the corporation.

      Within 10 days after obtaining any such authorization by written consent,
notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action. [BCA Sec. 607.0704]

SECTION 7. QUORUM AND SHAREHOLDER ACTION

      A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. Unless otherwise
provided under law, the articles of incorporation or these bylaws, if a quorum
is present, action on a matter, other than the election of directors, shall be
approved if the votes cast by the holders of the shares represented at the
meeting and entitled to vote favoring the action exceed the votes cast opposing
the action. Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

      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 affect the validity of any action taken at the meeting or any adjournment
thereof. [BCA Secs. 607.0727 & 607.0728]

SECTION 8. VOTING OF SHARES

      Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except as may be provided
under law or the articles of incorporation. A shareholder may vote either in
person or by proxy executed in 


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writing by the shareholder or the shareholder's duly authorized
attorney-in-fact.

      At each election of directors, each shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder, for as many persons as there are directors to
be elected at that time and for whose election the shareholder has a right to
vote. [BCA Secs. 607.0721 & 607.0728]

SECTION 9. PROXIES

      A shareholder, or the shareholder's attorney-in-fact, may appoint a proxy
to vote or otherwise act for the shareholder. An executed telegram or cablegram
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form.

      An appointment of a proxy is effective when received by the secretary or
other officer or agent authorized to tabulate votes. An appointment is valid for
up to 11 months unless a longer period is specified in the appointment form.

      An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is revocable and the appointment
is coupled with an interest as provided in Section 607.0722(5) of the Business
Corporation Act. [BCA Sec. 607.0722]

SECTION 10. RECORD DATE FOR DETERMINING SHAREHOLDERS

      The board of directors may fix in advance a date as the record date for
the purpose of determining shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action. In
no event may a record date fixed by the board of directors be a date preceding
the date upon which the resolution fixing the record date is adopted. A record
date may not be specified to be more than 70 days before the meeting or action.

      Unless otherwise specified by resolution of the board of directors, the
following record dates shall be operative:

      1. The record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder delivers the shareholder's
demand to the corporation.

      2. If no prior action is required by the board of directors pursuant to
the Business Corporation Act, the record date for determining shareholders
entitled to take action without a meeting 


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is the date the first signed written consent relating to the proposed action is
delivered to the corporation.

      3. If prior action is required by the board of directors pursuant to the
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day on which
the board of directors adopts the resolution taking such prior action.

      4. The record date for determining shareholders entitled to notice of and
to vote at a meeting of shareholders is at the close of business on the day
before the first notice is delivered to the shareholders. [BCA Sec. 607.0707]

SECTION 11. SHAREHOLDERS' LIST

      After a record date is fixed or determined in accordance with these
bylaws, the secretary shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
shall show the addresses of, and the number and class and series, if any, of
shares held by, each person.

      The shareholders' list shall be available for inspection by any
shareholder for a period of 10 days prior to the meeting, or such shorter time
as exists between the record date and the meeting, and continuing through the
meeting, at the corporation's principal place of business. [BCA Sec. 607.0720]

                            ARTICLE III - DIRECTORS

SECTION 1. POWERS

      Except as may be otherwise provided by law or the articles of
incorporation, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors. [BCA Sec. 607.0801(2)]

      A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken shall be
deemed to have assented to the action taken unless:

      1. The director votes against or abstains from the action taken; or

      2. The director objects at the beginning of the meeting, or promptly upon
the director's arrival, to holding the meeting or 


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transacting specified business at the meeting. [BCA Sec. 607.0824 (4)]

      The board of directors shall have the authority to fix the compensation
of directors. [BCA Sec. 607.08101]

SECTION 2. QUALIFICATION AND NUMBER

      Directors shall be individuals who are 18 years of age or older but need
not be residents of Florida or shareholders of this corporation. [BCA Sec.
607.0802]

      The authorized number of directors shall be    . This number may be
increased or decreased from time to time by amendment to these bylaws, but no
decrease shall have the effect of shortening the term of any incumbent director.
[BCA Secs. 607.0803 & 607.0805(3)]

SECTION 3. ELECTION AND TENURE OF OFFICE

      The directors shall be elected at each annual meeting of the shareholders
and each director shall hold office until the next annual meeting of
shareholders and until the director's successor has been elected and qualified,
or until the director's earlier resignation or removal from office. [BCA Secs.
607.0803(3) & BCA Sec. 607.0805]

SECTION 4. VACANCIES

      Unless otherwise provided in the articles of incorporation, any vacancy
occurring in the board of directors, including any vacancy created by reason of
an increase in the number of directors, may be filled by the affirmative vote of
a majority of the remaining directors, though less than a quorum of the board of
directors, or by the shareholders. [BCA Sec. 607.0809(1)]

      A director elected to fill a vacancy shall hold office only until the next
shareholders' meeting at which directors are elected. [BCA Secs. 607.0805(4)]

SECTION 5. REMOVAL

      Unless the articles of incorporation provide that a director may only be
removed for cause, at a meeting of shareholders called expressly for that
purpose, one or more directors may be removed, with or without cause, if the
number of votes cast to remove the director exceeds the number of votes cast not
to remove the director. [BCA Sec. 607.0808]

SECTION 6. PLACE OF MEETINGS

      Meetings of the board of directors shall be held at any place,


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within or without the State of Florida, which has been designated in the notice
of the meeting or, if not stated in the notice or if there is no notice, at the
principal place of business of the corporation or as may be designated from time
to time by resolution of the board of directors.

      The board of directors may permit any or all directors to participate in
meetings by, or conduct the meeting through the use of, any means of
communication by which all directors participating can simultaneously hear each
other during the meeting. [BCA Sec. 607.0820]

SECTION 7. ANNUAL AND REGULAR MEETINGS

      An annual meeting of the board of directors shall be held without call or
notice immediately after and at the same place as the annual meeting of the
shareholders.

      Other regular meetings of the board of directors shall be held at such
times and places as may be fixed from time to time by the board of directors.
Call and notice of these regular meetings shall not be required. [BCA Secs.
607.0820(1) & 607.0822(1)]

SECTION 8. SPECIAL MEETINGS AND NOTICE REQUIREMENTS

      Special meetings of the board of directors may be called by the chairman
of the board or by the president and shall be preceded by at least 2 days'
notice of the date, time, and place of the meeting. Unless otherwise required by
law, the articles of incorporation or these bylaws, the notice need not specify
the purpose of the special meeting. [BCA Sec. 607.0822(2)]

      Notice of directors' meetings may be given orally or in writing, by or at
the direction of the president, the secretary or the officer or persons calling
the meeting. Notice of meetings may be communicated in person; by telephone,
telegraph, teletype, facsimile machine, or other form of electronic
communication; or by mail. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the director at the
director's current address on file with the corporation, with postage prepaid.
[BCA Sec. 607.0141]

      If any meeting of directors is adjourned to another time or place, notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors. [BCA Secs. 607.0820(2)]

SECTION 9. QUORUM

A majority of the authorized number of directors shall 


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constitute a quorum for all meetings of the board of directors. [BCA Sec.
607.0824]

SECTION 10. VOTING

      If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present at the meeting shall be the act of the board of
directors.

      A director of the corporation who is present at a meeting of the board of
directors when corporate action is taken shall be deemed to have assented to the
action taken unless:

      1. The director objects at the beginning of the meeting, or promptly upon
arriving, to holding the meeting or transacting specified business at the
meeting; or

      2. The director votes against or abstains from the action taken. [BCA Sec.
607.0824]

SECTION 11. WAIVER OF NOTICE

      Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
or the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully
called or convened. [BCA Sec. 607.0823]

SECTION 12. ACTION WITHOUT MEETING

      Any action required or permitted to be taken at a board of directors'
meeting or committee meeting may be taken without a meeting if the action is
taken by all members of the board of directors or of the committee. The action
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member. [BCA Sec. 607.0821]

                              ARTICLE IV - OFFICERS

SECTION 1. OFFICERS

      The officers of the corporation shall consist of a president, a secretary,
a treasurer, and such other officers as the board of directors may appoint. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the board of directors. 


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      The same individual may simultaneously hold more than one office in the
corporation.

      Each officer shall have the authority and shall perform the duties set
forth in these bylaws and, to the extent consistent with these bylaws, shall
have such other duties and powers as may be determined by the board of directors
or by direction of any officer authorized by the board of directors to prescribe
the duties of other officers. [BCA Secs. 607.08401 & 607.0841]

SECTION 2. ELECTION

      All officers of the corporation shall be elected or appointed by, and
serve at the pleasure of, the board of directors.

      The election or appointment of an officer shall not itself create contract
rights. [BCA Secs. 607.08401 & 607.0843]

SECTION 3. REMOVAL, RESIGNATION AND VACANCIES

      An officer may resign at any time by delivering notice to the corporation.
A resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date if the board
provides that the successor does not take office until the effective date.

      The board of directors may remove any officer at any time with or without
cause. Any officer or assistant officer, if appointed by another officer, may
likewise be removed by such officer.

      An officer's removal shall not affect the officer's contract rights, if
any, with the corporation. An officer's resignation shall not affect the
corporation's contract rights, if any, with the officer. [BCA Secs. 607.0842 &
607.0843]

      Any vacancy occurring in any office may be filled by the board of
directors.

SECTION 4. PRESIDENT

      The president shall be the chief executive officer and general manager of
the corporation and shall, subject to the direction and control of the board of
directors, have general supervision, direction, and control of the business and
affairs of the corporation. He shall preside at all meetings of the shareholders
if present thereat and be an ex-officio member of all the standing committees,
including the executive committee, if any, and shall have the general powers and
duties of management usually vested in the office of president of a corporation.


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<PAGE>

      In the absence or disability of the president, the vice president, if any,
shall perform all the duties of the president and, when so acting, shall have
all the powers of, and be subject to all the restrictions imposed upon, the
president.

SECTION 5. SECRETARY

      (a) The secretary shall be responsible for preparing, or causing to be
prepared, minutes of all meetings of directors and shareholders and for
authenticating records of the corporation. [BCA Sec. 607.08401(3)]

      (b) The secretary shall keep, or cause to be kept, at the principal place
of business of the corporation, minutes of all meetings of the shareholders or
the board of directors; a record of all actions taken by the shareholders or the
board of directors without a meeting for the past three years; and a record of
all actions taken by a committee of the board of directors in place of the board
of directors on behalf of the corporation. [BCA Sec. 607.1601(1)]

      (c) Minutes of meetings shall state the date, time and place of the
meeting; whether regular or special; how called or authorized; the notice
thereof given or the waivers of notice received; the names of those present at
directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.

      (d) The secretary shall maintain, at the principal place of business of
the corporation, a record of its shareholders, showing the names of the
shareholders and their addresses, the number, class, and series, if any, held by
each, the number and date of certificates issued for shares, and the number and
date of cancellation of every certificate surrendered for cancellation. [BCA
Sec. 607.1601(3)]

      (e) The secretary shall make sure that the following papers and reports
are included in the secretary's records kept at the principal place of business
of the corporation:

            1. The articles or restated articles of incorporation and all
amendments to them currently in effect;

            2. The bylaws or restated bylaws and all amendments to them
currently in effect;

            3. Resolutions adopted by the board of directors creating one or
more classes or series of shares and fixing their relative rights, preferences,
and limitations, if shares issued pursuant to those resolutions are outstanding;


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<PAGE>

            4. Minutes of all shareholders' meetings and records of all action
taken by shareholders without a meeting for the past 3 years;

            5. written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years, including the
financial statements furnished for the past 3 years under Article VI, Section 2
of these bylaws and any reports furnished during the last 3 years under Article
VI, Section 3 of these bylaws;

            6. A list of the names and business street addresses of current
directors and officers; and

            7. The corporation's most recent annual report delivered to the
Department of State under Article VI, Section 4 of these bylaws. [BCA Sec.
607.1601(5)]

      The secretary shall give, or cause to be given, notice of all meetings of
shareholders and directors required to be given by law or by the provisions of
these bylaws.

      The secretary shall have charge of the seal of the corporation.

      In the absence or disability of the secretary, the assistant secretary,
or, if there is none or more than one, the assistant secretary designated by the
board of directors, shall have all the powers of, and be subject to all the
restrictions imposed upon, the secretary.

SECTION 6. TREASURER

      The treasurer shall have custody of the funds and securities of the
corporation and shall keep and maintain ' or cause to be kept and maintained, at
the principal business office of the corporation, adequate and correct books and
records of accounts of the income, expenses, assets, liabilities, properties and
business transactions of the corporation. [BCA Sec. 607.1601(2)]

      The treasurer shall prepare, or cause to be prepared, and shall furnish to
shareholders, the annual financial statements and other reports required
pursuant to Article VI, Sections 2 and 3 of these bylaws.

      The treasurer shall deposit monies and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the
board of directors. The treasurer shall disburse the funds of the corporation in
payment of the just demands against the corporation as authorized by the board
of directors and shall render to the president and directors, whenever


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<PAGE>

requested, an account of all his or her transactions as treasurer and of the
financial condition of the corporation.

      In the absence or disability of the treasurer, the assistant treasurer, if
any, shall perform all the duties of the treasurer and, when so acting, shall
have all the powers of and be subject to all the restrictions imposed upon the
treasurer.

SECTION 7. COMPENSATION

      The officers of this corporation shall receive such compensation for their
services as may be fixed by resolution of the board of directors.

                   ARTICLE V - EXECUTIVE AND OTHER COMMITTEES

SECTION 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD

      The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate from its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, the articles of incorporation or these bylaws, shall have
and may exercise the authority of the board of directors, except that no such
committee shall have the authority to:

      1. Approve or recommend to shareholders actions or proposals required by
law to be approved by shareholders.

      2. Fill vacancies on the board of directors or any committee thereof.

      3. Adopt, amend, or repeal the bylaws.

      4. Authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the board of directors.

      5. Authorize or approve the issuance or sale or contract for the sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the board of directors may authorize a
committee (or a senior executive officer of the corporation) to do so within
limits specifically prescribed by the board of directors.

      Each such committee shall have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
directors as alternate members of any such committee who may act in the place
and stead of any absent member or members at any meeting of such committee.


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<PAGE>

      The provisions of law, the articles of incorporation and these bylaws
which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors shall apply to such committees of the
board and their members as well.

      Neither the designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority shall alone
constitute compliance by any member of the board of directors not a member of
the committee in question with the director's responsibility to act in good
faith, in a manner the director reasonably believes to be in the best interests
of the corporation, and with such care as an ordinarily prudent person in like
position would use under similar circumstances. [BCA Sec. 607.0825]

               ARTICLE VI - CORPORATE BOOKS, RECORDS AND REPORTS

SECTION 1. BOOKS, RECORDS AND REPORTS

      The corporation shall keep correct and complete books and records of
account; minutes of the proceedings of its shareholders, board of directors, and
committees of directors; a record of its shareholders; and such other records
and reports as are further described in Article IV, Sections 5 and 6 of these
bylaws, at the principal place of business of the corporation.

      Any books, records, and minutes may be in written form or in another form
capable of being converted into written form within a reasonable time. [BCA Sec.
607.1601(4)]

SECTION 2. ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS

      Unless modified by resolution of the shareholders within 120 days of the
close of each fiscal year, the corporation shall furnish its shareholders annual
financial statements which may be consolidated or combined statements of the
corporation and one or more of its subsidiaries, as appropriate, that include a
balance sheet as of the end of the fiscal year, an income statement for that
year, and a statement of cash flow for that year. If financial statements are
prepared on the basis of generally accepted accounting principles, the annual
financial statements must also be prepared on that basis.

      If the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person responsible
for the corporation's accounting records:

      1. Stating the person's reasonable belief whether the statements were
prepared on the basis of generally accepted


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accounting principles and, if not, describing the basis of preparation, and 

      2. Describing any respects in which the statements were not prepared on a
basis of accounting consistent with the statements prepared for the preceding
year.

      The corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the corporation
to prepare its financial statements if, for reasons beyond the corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail the shareholder the latest financial
statements. [BCA Sec. 607.1620]

      Copies of the annual financial statements shall be kept at the principal
place of business of the corporation for at least 5 years, and shall be subject
to inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.

SECTION 3. OTHER REPORTS TO SHAREHOLDERS

      If the corporation indemnifies or advances expenses to any director,
officer, employee, or agent, other than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting, or prior to such meeting if the indemnification or advance occurs after
the giving of such notice but prior to the time that such meeting is held. The
report shall include a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation. [BCA Sec. 607.1621(1)]

      If the corporation issues or authorizes the issuance of shares for
promises to render services in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting. [BCA Sec. 607.1621(2)]

SECTION 4. ANNUAL REPORT TO DEPARTMENT OF STATE

      The corporation shall prepare and deliver an annual report form to the
Department of State each year within the time limits imposed, and containing the
information required, by Section 607.1622 of the Business corporation Act.


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<PAGE>

SECTION 5. INSPECTION BY SHAREHOLDERS

      (a) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, the records
of the corporation described in Article IV, Section 5(e) of these bylaws if the
shareholder gives the secretary written notice of the shareholder's demand at
least 5 business days before the date on which the shareholder wishes to inspect
and copy.

      (b) A shareholder of this corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of subsection (c) below and gives the corporation written
notice of the shareholder's demand at least 5 business days before the date on
which the shareholder wishes to inspect and copy:

            1. Excerpts from minutes of any meeting of the board of directors,
records of any action of a committee of the board of directors while acting in
place of the board of directors on behalf of the corporation, minutes of any
meeting of the shareholders, and records of action taken by the shareholders or
board of directors without a meeting, to the extent not subject to inspection
under subsection (a) above;

            2. Accounting records of the corporation;

            3. The record of shareholders; and

            4. Any other books and records of the corporation.

      (c) A shareholder may inspect and copy the records described in subsection
(b) above only if:

            1. The shareholder's demand is made in good faith and for a purpose
reasonably related to the shareholder's interest as a shareholder; 

            2. The demand describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to inspect; and

            3. The records requested are directly connected with the
shareholder's purpose.

      (d) This section of the bylaws does not affect:

            1. The right of a shareholder to inspect and copy records under
Article II, Section 11 of these bylaws; 


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<PAGE>

            2. The power of a court, independently of the Business Corporation
Act, to compel the production of corporate records for examination. [BCA Sec.
607.1602]

SECTION 6. INSPECTION BY DIRECTORS

      Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind of the
corporation and to inspect the physical properties of the corporation. Such
inspection by a director may be made in person or by agent or attorney. The
right of inspection includes the right to copy and make extracts.

                   ARTICLE VII - INDEMNIFICATION AND INSURANCE

SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850

      The corporation shall have the power to indemnify any director, officer,
employee, or agent of the corporation as provided in section 607.0850 of the
Business Corporation Act.

SECTION 2. ADDITIONAL INDEMNIFICATION

      The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850 (7) (a-d) of the Business corporation Act.

SECTION 3. COURT ORDERED INDEMNIFICATION

      Unless otherwise provided by the articles of incorporation,
notwithstanding the failure of the corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction in accordance with Section
607.0850(9) of the Business Corporation Act.

SECTION 4. INSURANCE

      The corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, 


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<PAGE>

officer, employee, or agent of the corporation against any liability asserted
against the person and incurred by the person in any such capacity or arising
out of the person's status as such, whether or not the corporation would have
the power to indemnify the person against such liability under provisions of
law. [BCA Sec. 607.0850(12)]

                              ARTICLE VIII - SHARES

SECTION 1. ISSUANCE OF SHARES

      The board of directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed, promises to perform
services evidenced by a written contract or other securities of the corporation.

      Before the corporation issues shares, the board of directors shall
determine that the consideration received or to be received for shares to be
issued is adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid, and nonassessable.

      When the corporation receives the consideration for which the board of
directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.

      The corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
shares escrowed or restricted and the distributions credited may be canceled in
whole or part. [BCA Sec. 607.0621]

SECTION 2. CERTIFICATES

      After shares in the corporation have been fully paid, the holder of the
shares shall be given a certificate representing the shares. At a minimum, each
share certificate shall state on its face the following information:

      1. the name of the corporation and that the corporation is organized under
the laws of Florida;


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<PAGE>

      2. the name of the person to whom issued;

      3. the number and class of shares and the designation of the series, if
any, the certificate represents.

      Each certificate shall be signed, either manually or in facsimile, by the
president or a vice president and by the secretary or an assistant secretary of
the corporation and may bear the seal of the corporation. [BCA Sec. 607.0625)

                             ARTICLE IX - DIVIDENDS

SECTION 1. PAYMENT OF DIVIDENDS

      The board of directors may authorize, and the corporation may make,
dividends on its shares in cash, property, or its own shares and other
distributions to its shareholders, subject to any restrictions contained in the
articles of incorporation, to the requirements of Sections 607.0623 and
607.06401 of the Business Corporation Act, and to all applicable provisions of
law. [BCA Secs. 607.01401(15), 607.0623(2) & 607.06401(3)]

                  ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS

SECTION 1. AMENDMENT OF ARTICLES OF INCORPORATION

      The board of directors may propose one or more amendments to the articles
of incorporation for submission to the shareholders. For the amendment to be
effective:

      1. The board of directors must recommend the amendment to the
shareholders, unless the board of directors determines that because of conflict
of interest or other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with the
amendment; and

      2. The shareholders entitled to vote on the amendment must approve the
amendment as provided below.

      The board of directors may condition its submission of the proposed
amendment to the shareholders on any basis. The shareholders shall approve
amendments to the articles of incorporation by the vote of a majority of the
votes entitled to be cast on the amendment, except as may otherwise be provided
by the articles of incorporation, Sections 607.1003 and 607.1004 of the
Business Corporation Act and other applicable provisions of law, and these
bylaws.

      The corporation shall notify each shareholder, whether or not entitled to
vote, of the proposed shareholders' meeting to amend 


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<PAGE>

the articles of incorporation in accordance with Article II, Section 4 of these
bylaws. The notice of meeting must state that the purpose, or one of the
purposes, of the meeting is to consider the proposed amendment and contain or be
accompanied by a copy or summary of the amendment.

      Notwithstanding the above provisions of this section and unless otherwise
provided in the articles of incorporation, if this corporation has 35 or fewer
shareholders then, pursuant to Section 607.1002(6) of the Business Corporation
Act, the shareholders may amend the articles of incorporation without an act of
the directors at a meeting of the shareholders for which the notice of the
changes to be made is given. [BCA Secs. 607.1002 - 607.1005]

SECTION 2. AMENDMENT OF BYLAWS

      The board of directors may amend or repeal these bylaws unless:

      1. The articles of incorporation or the Business Corporation Act reserves
the power to amend the bylaws generally or a particular bylaw provision
exclusively to the shareholders; or

      2. The shareholders, in amending or repealing the bylaws generally or a
particular bylaw provision, provide expressly that the board of directors may
not amend or repeal the bylaws or that bylaw provision.

      The shareholders may amend or repeal these bylaws even though the bylaws
may also be amended or repealed by the board of directors. [BCA Sec. 607.1020]

                                  CERTIFICATE

      This is to certify that the foregoing is a true and correct copy of the
Bylaws of the corporation named in the title thereto and that such Bylaws were
duly adopted by the board of directors of the corporation on the date set forth
below.

Dated:

                                                                 Secretary
                                   ------------------------------


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