BYLAWS

                                       OF

                         WCI BUSINESS DEVELOPMENT, INC.



                                    * * * * *



                     ARTICLE 1. OFFICES OF THE CORPORATION



      The corporation may have offices in such places within and without the

State of Florida as the board of directors may from time to time determine or

the business of the corporation may require.



                      ARTICLE 2. MEETINGS OF SHAREHOLDERS



      1. Place of Meetings. Annual meetings of shareholders may be held at such

place either within or without the State of Florida as shall be designated from

time to time by the board of directors.



      2. Time and Business of Annual Meetings. Annual meetings of shareholders,

at which the shareholders by a majority vote shall elect directors as provided

in Section 1 of Article III hereof and shall transact such other business as may

properly be brought before the meeting, shall be held at such date and time as

shall be designated from time to time by the board of directors.



      3. Calling of Special Meetings. Special meetings of the shareholders for

any purpose or purposes, unless otherwise prescribed by statute or by the

articles of incorporation, may be called by the board of directors, the chairman

of the board, the president, or the holders of not less than one-half of the

shares entitled to vote at the meeting.



      4. Quorum. The holders of a majority of the voting power of the shares

issued and outstanding and entitled to vote, present in person or represented by

proxy, shall constitute a quorum at all meetings of the shareholders for the

transaction of business.



      5. Voting; Proxies. Each shareholder shall at every meeting of the

shareholders be entitled to one vote in person or by proxy for each Common Share

of the Corporation held of record by such shareholder on the record date. When a

quorum is present at any meeting, a majority of the votes cast by those present

in person or represented by proxy shall decide any question brought before such

meeting, unless the question is one upon which, by express provision of the

Florida Statutes, a greater vote is required, in which case such express

provision shall govern and control the decision of such question.



      6. Action Without a Meeting. Any action to be taken at any meeting of

shareholders of the corporation may be taken without a meeting, without prior

notice and without a vote, if a consent in writing, setting forth the action to

be taken, shall be 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.



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                                                                               2



                              ARTICLE 3. DIRECTORS



      1. Number of Directors; Terms. The number of directors which shall

constitute the entire board of directors shall be no less than one nor more than

five, the exact number to be determined from time to time by the board of

directors. Each director shall be elected by the shareholders entitled to vote

in the election of directors to hold office until the next annual meeting of

shareholders for the election of directors and until his successor is duly

elected and qualifies for until he sooner dies, resigns or is removed.



      2. Vacancies. A vacancy or vacancies in the board of directors shall be

deemed to exist in case of a death, resignation or removal of any director, or

if the shareholders fail at any annual or special meeting of shareholders at

which any director or directors is to be elected to elect the full authorized

number of directors to be voted for at that meeting, or if there are newly

created directorships resulting from any increase in the authorized number of

directors.



      Vacancies in the board of directors maybe filled by a majority of the

directors then in office (though less than a quorum) or by sole remaining

director and any director so chosen shall hold office only to the next annual

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