Exhibit 3.85
                               MIZNER COUNTRY CLUB

                                     BY-LAWS

                                   ARTICLE I

                          PURPOSE AND DURATION OF CLUB

         The nature and purpose of Mizner Country Club, Inc. (hereinafter
referred to as the "Club") is to own and operate a private golf, tennis,
swimming, exercise and social oriented club for the recreation, pleasure and
benefit of its members and their immediate family members and guests. The Club
shall offer equity memberships and non-equity memberships pursuant to a
membership plan and its exhibits (the "Membership Plan") which may be amended
from time to time in accordance with its terms. The period of duration of the
Club is perpetual.

                                   ARTICLE II

                                   CLUB EMBLEM

         The emblem of the Club shall be of a style and design to be approved by
the Board of Directors.

                                  ARTICLE III

                                MEMBERS MEETINGS

1. Annual Meeting

         An annual meeting of the Equity Members shall be held for the purposes
of receiving reports of officers and others, to elect Directors and for such
other business as may be properly brought before the meeting.

2. Date And Place Of Annual Meeting

         The first annual meeting of the Equity Members shall be held within one
(1) year after the date of the turnover of management and control of the
facilities provided at Mizner Country Club (hereinafter referred to as the
"Turnover Date") to the members of the Club by TBI/Palm Beach Limited
Partnership, a Florida limited partnership (hereinafter referred to as the
"Company") as further described in the Subscription Agreement dated January,
2000 entered into by and between the Club and the Company (hereinafter referred
to as the "Subscription Agreement"). Each annual meeting shall be held at the
time and place designated by the Board of Directors.

3. Special Meeting

         Special meetings of the Equity Members may be called by the President,
a majority of the members of the Board of Directors or, if after the Turnover
Date, by the written request of at least twenty-five percent (25%) of the votes
associated with the outstanding Equity Memberships. A request for a special
meeting shall be submitted to the President who shall call a special meeting
within thirty (30) days of the date of receipt of the request. Notices of any
special meeting must contain a statement of the purpose(s) for which the special
meeting is called and no other business may be transacted at that meeting.




4. Notices

         The Secretary shall give at least ten (10) days, but not more than
sixty (60) days, prior notice, by mail, prepaid, to all Equity Members, stating
the place, day and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the special meeting is called. Notice of any
meeting shall be posted on the official bulletin board at the clubhouse on the
date of its mailing to the Equity Members.

5. Quorum

         The presence, either in person or by proxy, of Equity Members having
thirty percent (30%) of the votes then entitled to be voted shall constitute a
quorum at any meeting of the Equity Members.

6. Voting Percentage

         A majority of the votes cast, either in person or by proxy, is
necessary for passage of any motion, except as otherwise expressly provided
herein.

7. No Action Without Meetings

         Action may be taken by the Equity Members only at a properly called and
noticed annual or special meeting of the Equity Members. Action may not be taken
by the written consent of the Equity Members in lieu of such annual or special
meeting.

8. Fixing Of Record Date

         For the purpose of determining the Equity Members entitled to notice of
or to vote at any meeting of the Equity Members, or in order to make a
determination of the Equity Members for any other proper purpose, the Board of
Directors of the Club may fix in advance a date as the record date for any such
determination of the Equity Members, such date in any case to be no more than
sixty (60) days and not less than ten (10) days, before the date of such
meeting. If no record date is fixed for the determination of the Equity Members
entitled to notice of, or to vote at, a meeting of the Equity Members, the date
on which notice of the meeting is mailed shall be the record date for such
determination of the Equity Members. When determination of the Equity Members
entitled to vote at any meeting of the Equity Members has been made, such
determination shall apply to any adjournment of the meeting.

                                   ARTICLE IV

                               BOARD Of DIRECTORS

1. Number And Qualifications

         The government and administration of the affairs and the property of
the Club shall be vested in a Board of Directors. Prior to the Turnover Date,
all members of the Board of Directors of the Club shall be designated by the
Company. Members of the Board of Directors appointed by the Company prior to the
Turnover Date are not required to be members of the Club. Subsequent to the
Turnover Date, the Board of Directors shall consist of nine (9) members unless
otherwise determined by the Equity Members from time to time. Subsequent to the
Turnover Date, all members of the Board of Directors must be Equity Members.



                                      -2-


         Only Equity Members in good standing may be nominated or appear on any
ballot as a candidate for election to the Board of Directors of the Club after
the Turnover Date.

2. Elections

         a. There shall be no cumulative voting and no preemptive rights,

         b. Voting shall either be in person or by proxy.

         c. The number of candidates necessary to fill the vacancies on the
Board of Directors receiving the highest number of votes at the annual meeting
of the Equity Members for each designated term shall be declared elected.

         d. Until the Turnover Date, the Company will designate all the members
of the Board of Directors. Subsequent to the Turnover Date, the Equity Members
will elect the members of the Board of Directors at the annual meeting of the
Equity Members.

3. Term

         Immediately prior to the Turnover Date, the Club shall call a special
meeting of the Equity Members for the purpose of electing nine (9) Equity
Members to serve as the Advisory Board of Governors (as hereinafter defined)
until the Turnover Date and to serve as the initial Board of Directors of the
Club commencing on the Turnover Date. Of the nine Equity Members who become the
Board of Directors, the three Equity Members receiving the highest number of
votes shall be elected to serve for three years commencing on the Turnover Date,
the three Equity Members receiving the next highest number of votes shall be
elected to serve for two years commencing on the Turnover Date and the three
Equity Members receiving the next highest number of votes shall be elected to
serve for one year commencing on the Turnover Date. Each year following the
Turnover Date, the Equity Members will elect three (3) Equity Members to the
Board of Directors who will serve for a term of three (3) years.

                                   ARTICLE V

                         MEETINGS OF BOARD OF DIRECTORS

1. Annual Meeting

         Each year the Board of Directors shall hold its annual meeting to elect
officers and to consider any other matters that may be properly brought before
the meeting. After the Turnover Date, the annual meeting of the Board of
Directors shall be held within ten (10) days after the annual meeting of the
Equity Members.

2. Quorum

         A majority of all of the members of the Board of Directors shall
constitute a quorum at any meeting for the transaction of business.



                                      -3-


3. Regular Meetings

         After the Turnover Date, the Board of Directors shall have a minimum of
six (6) regular meetings in each year at such times as the Board of Directors
shall determine. Except as otherwise expressly provided herein, a majority of
the votes cast at any meeting of the Board of Directors where a quorum is
present is necessary for passage of any motion.

4. Special Meetings

         Special meetings of the Board of Directors may be called by or at the
request of the President or any two Directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any place as the
place for holding any special meeting of the Board of Directors called by them.

5. Notice

         Notice of any regular or special meeting of the Board of Directors
shall be given at least two (2) days previous thereto by written notice to each
Director at his or her address as shown by the records of the Club, except that
no special meeting of Directors may remove a Director unless written notice of
the proposed removal is delivered to all Directors at least twenty (20) days
prior to such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope so addressed, with
postage thereon prepaid. Notice of any special meeting of the Board of Directors
may be waived in writing signed by the person or persons entitled to notice
either before or after the time of the meeting. The attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting, unless specifically required by law
or these Bylaws.

6. Telephonic Meetings

         Members of the Board of Directors may participate in any meeting by
means of a conference telephone or similar communications equipment. All persons
participating in the meeting must be able to hear each other at the same time.
Participation by such means will constitute presence in person at the meeting.

                                   ARTICLE VI

                        POWERS OF THE BOARD OF DIRECTORS

1. Management Of The Club

         The Board of Directors shall exercise all powers of the Club and do all
acts and things necessary to carry out the purposes of the Club.

2. Duties And Powers

         The Board of Directors shall:



                                      -4-


         a. Elect the officers of the Club;

         b. Appoint committees and assign duties;

         c. Fill vacancies on the Board of Directors due to death, resignation,
inability to perform duties, or otherwise, until the next election of Directors
by the Equity Members except for those Directors to be appointed by the Company;

         d. Appoint managers and other employees and delegate such authority as
is considered necessary for the proper operation and management of the Club;

         e. Adopt, alter, amend or repeal the Rules and Regulations governing
use of the Club Facilities by members, immediate family members and their
guests;

         f. Establish the amount of the membership contribution for each
classification of membership and its terms of payment, and the amount of dues,
fees and other charges, except as otherwise provided in the Subscription
Agreement;

         g. Have the power to replace any Director who shall fail to attend
fifty percent (50%) of the regular meetings of the Board of Directors in any one
(1) membership year;

         h. Have the power to expend funds to the extent of the amount in the
Club's treasury or owing to the Club; to make contracts with third parties,
including, but not limited to, Mizner Country Club Master Association, Inc.; to
borrow money and incur indebtedness on behalf of the Club; and, to cause
promissory notes, bonds, mortgages, deeds of trust or other evidences of
indebtedness to be executed and issued;

         i. Have the power to exchange privileges to use the Club Facilities
with members of other clubs; and

         j. All such other acts and things as are permitted by the laws of the
State of Florida with respect to not-for-profit corporations, as those laws now
exist or as they may hereafter provide.

3. Issuance Of Memberships

         The Board of Directors shall have authority to issue, cancel and
transfer memberships and shall have certificates of membership prepared in form
and content consistent with the provisions of the Articles of Incorporation and
these By-Laws of the Club.

4. Compensation

         No Director shall receive a salary or any other compensation
whatsoever, but shall be entitled to reimbursement for all expenses reasonably
incurred in performing any duties pursuant to these By-Laws.

5. Interpretation Of By-Laws

         The Board of Directors shall have the corporate power to generally do
everything permitted by non-for-profit corporations by law, statute, its
Articles of Incorporation and these By-Laws, and to determine the interpretation
or construction of these By-Laws, or any parts thereof, which may be in conflict
or of doubtful meaning, and its decision shall be final and conclusive.



                                      -5-


6. Action Without Meetings

         Any action which may be taken by the Board of Directors, or any
committee thereof, may be taken without a meeting if consent in writing setting
forth the action taken, signed by all of the Directors entitled to vote, or all
of the members of the committee, as the case may be, is filed in the minutes of
the proceedings of the Board of Directors or the committee. A consent shall have
the effect of a unanimous vote.

                                  ARTICLE VII

                                    OFFICERS

         The Board of Directors at each annual meeting shall elect, to serve for
a term of one (1) year and until their successors shall be elected, a President,
Vice President, Treasurer and Secretary, and such other officers as the Board of
Directors may from time to time determine appropriate. The officers shall not be
liable for the debts of the Club.

                                  ARTICLE VIII

                               DUTIES OF OFFICERS

1. President

         The President shall preside at all meetings of the Equity Members and
the Directors and enforce observance of the provisions of these By-Laws and all
Rules and Regulations of the Club. The President may call special meetings of
the Board of Directors, shall be an ex-officio member of all committees and is
empowered to execute all papers and documents requiring execution in the name of
the Club.

2. Vice President

         The Vice President shall assist the President in his/her duties, and in
the absence or disability of the President, the Vice President shall perform and
carry out all duties and responsibilities of the President.

3. Secretary

         The Secretary shall keep, or cause to be kept, records and minutes of
all meetings of the Board of Directors and the membership, and the Secretary
shall be responsible for giving all required notices of meetings. The Secretary
shall have custody of the Seal of the Club and all membership records shall be
kept under the Secretary's supervision.

4. Treasurer

         The Treasurer shall be Chairman of the Finance Committee. The Treasurer
shall cause to be collected, held and disbursed, under the direction of the
Board of Directors, all monies of the Club, and it shall be the Treasurer's duty
to collect monies due the Club from the issuance of memberships, dues, fees and
charges of members of the Club, and all amounts due from others. The Treasurer
shall keep or cause to be kept, at the Club, regular books of account and all
financial records of the Club, and shall prepare budgets and financial
statements, when and in the form requested by the Board of Directors. The
Treasurer shall deposit or cause to be deposited all monies of the Club in an
account or accounts in the Club's name, in the bank or banks designated by the
Board of Directors, and shall give a surety bond for faithful performance in the
amount directed by the Board of Directors, which surety bond premium shall be
paid by the Club. Any other person or persons having access to monies of the
Club or its bank accounts shall be similarly bonded.



                                      -6-


5. Other Officers

         The Board of Directors may fill vacancies in any office or new office
created at any meeting of the Board of Directors.

6. Duties Of Officers

         Any officer may be given additional assignments and duties by the Board
of Directors.

7. Removal From Office

         Any officer may be removed from office, with or without cause, by a
two-thirds (2/3) vote of the members of the Board of Directors.

8. General Manager

         A General Manager shall be employed by the Club and his/her salary
shall be fixed by the Board of Directors. The General Manager shall be the
operating head of all departments. All employees of the Club, except as
otherwise specified herein, shall be employed, discharged, or otherwise
controlled by the General Manager in keeping with the organizational chart and
salary ranges approved by the Board of Directors. The General Manager shall
establish all charges for food, beverage and services, in and about the
clubhouse, subject to the approval of the Board of Directors.

         The General Manager is responsible for the proper management of all
aspects of the Club's activities so as to assure maximum membership
satisfaction; a sound financial operation compatible with the best interests of
the members and their guests and Club employees; the maintenance and improvement
of the quality of the Club's services; and the security and protection of the
Club's assets and facilities. The General Manager reports to the Board of
Directors and administers all policies established by the Board of Directors.

         The General Manager administers and manages all Club operations, except
as stated herein, and shall devote his/her time and abilities exclusively to the
operations of the Club and its facilities within the framework of the general
policy promulgated by the Board of Directors. The duties of the General Manager
include the following:

         (a) Provide the overall administration of the Club pursuant to the
policies adopted by the Board of Directors and within the general provisions of
these By-Laws, house rules, etc.

         (b) Responsible for the hiring, terminating and supervising of all Club
personnel and establishing specific personnel policies, hourly wages,
compensation benefits programs, job descriptions and personnel procedures in
coordination with standing committees and broad guidance and general approval of
the Board of Directors, and consistent with the rules and By-Laws. Remuneration
of salaried employees and independent contractors shall be reviewed normally on
an annual basis by an ad hoe committee appointed by the President and chaired by
the chairman of the Finance Committee. Recommended changes shall be submitted to
the Board of Directors for approval.



                                      -7-


         (c) Coordinate the various activities of the Club and shall achieve the
appropriate cooperation and coordination of the various operations and
departments of the Club.

         (d) Communicate with Equity Members, committees, the Board of Directors
and the Club personnel as necessary to accomplish the goals and objectives of
the Club.

         (e) Attend meetings of the Board of Directors and the various
committees with respect to which he/she shall be designated an ex-officio
member. The General Manager shall arrange for proper minutes to be maintained
for meetings of the Board of Directors, standing committees and ad hoc
committees as appropriate.

         (f) Although the General Manager may delegate some authority to the
Golf Course Superintendent and other sports professionals, the General Manager
shall remain responsible for all operations of the Club.

         (g) The Golf Course Superintendent shall report to the General Manager
on all administrative matters including the following: accounting and financial
aspects including payroll, purchasing procedure on approved budgeted items, both
capital and operational, personnel procedures, acquisitions of necessary
licenses and permits, club policy matters; course preparation and care, as well
as course layout and all other physical aspects of the golf course and grounds
and reporting requirements imposed by various regulatory agencies. The General
Manager may delegate to the Golf Course Superintendent responsibility for hiring
(and layoff) of his/her crew, salaries and wages as budgeted, and work
schedules.

         (h) The sports professionals shall report to the General Manager on all
administrative matters including but not limited to the following:
implementation of individual contract provisions, accounting and financial
aspects, including payroll, accounting for charges to members billed through the
Club, maintenance and repair of Club space and property allotted to their
operations and purchasing and procedure on approved budget items, both capital
and operations.

         (i) The General Manager shall use sound fiscal methods in order to
achieve the budget objective approved by the Board of Directors in the annual
operating budget. The General Manager shall prepare the annual budget in
conjunction with appropriate standing committees.

         (j) The General Manager shall discharge such duties as may be assigned
to him by the Board of Directors or the President.

                             ARTICLE IX COMMITTEES

1. Advisory Board Of Governors following:

         Prior to the Turnover Date, an Advisory Board of Governors will be
established to serve as a liaison between management of the Club Facilities and
the members at the Club (the "Advisory Board of Governors"). The Company will
designate all 'of the members of the Advisory Board of Governors and all of the
members of the Advisory Board of Governors must be Equity Members at Mizner
Country Club. The Advisory Board of Governors shall have no duty or power to
negotiate or otherwise act on behalf of the members and shall serve only in an
advisory capacity until the Turnover Date except as expressly provided
otherwise.



                                      -8-


         In general, the role and responsibility of the Advisory Board of
Governors include the following:

         o  To advise on any modification to the Plan for the Offering of
            Memberships which is materially adverse to the privileges of the
            Equity Members,

         o  To advise on the use of the Club Facilities by non-members,

         o  To advise on modifications to the Rules and Regulations,

         o  To advise on questions of conduct, mode of dress and other related
            disciplinary matters,

         o  To advise on the needs and interests of the membership,

         o  To assist management of the Club Facilities in the establishment of
            Club committees and the responsibilities of each Club committee,

         o  To advise management of the Club Facilities in the organization of
            member events and programs at Mizner Country Club, and

         o  To participate in and attend Club events and programs for the
            membership.

         Management of the Club Facilities will meet with the Advisory Board of
Governors regularly to discuss the operation of the Club Facilities. The members
of Mizner Country Club are encouraged to utilize the Advisory Board of Governors
by voicing their suggestions and concerns through the Advisory Board of
Governors. Not more than sixty (60) days prior to the Turnover Date the members
of the Advisory Board of Governors appointed by the Company shall resign, and
the Equity Members shall elect nine (9) Equity Members to serve as the Advisory
Board of Governors until the Turnover Date. On the Turnover Date, these nine (9)
Equity Members shall become the Board of Directors of the Club. The Advisory
Board of Governors will terminate on the Turnover Date.

2. Executive Committee

         The Executive Committee shall consist of the President as Chairman, the
Vice President, the Secretary, the Treasurer and, in addition, one (1) member of
the Board of Directors. The Executive Committee shall have, to the extent not
restricted by law, the powers of the Board of Directors during the interval
between meetings of the Board of Directors. A quorum shall be a majority of the
members of the Executive Committee. Actions and resolutions of the Executive
Committee shall require unanimous approval of the members present.

3. Nominating Committee

         a. At a meeting of the Board of Directors held not more than ninety
(90) days and not less than sixty (60) days prior to the first election of the
Board of Directors by the Equity Members and each annual meeting of the Equity
Members after the Turnover Date, the Board of Directors shall appoint a
Nominating Committee consisting of five (5) Equity Members, three (3) of whom
shall be members of the Board of Directors. Members of the Nominating Committee
shall serve for a term of one (1) year or until their successors are appointed
and qualified. Unless specifically requested by a majority of the Board of
Directors, the Nominating Committee shall not nominate candidates to fill any
vacancies occurring by reason of death, resignation or otherwise, for any
unexpired term.



                                      -9-


         b. The Nominating Committee shall recommend, at least thirty (30) days
prior to the Equity Member's annual meeting, the names of the Equity Members
selected by a majority vote of the. Nominating Committee to be submitted to the
Equity Members at any annual meeting at which an election to the Board of
Directors is held.

         c. Ten percent (10%) or more of the total number of Equity Members
entitled to vote who are not members of the Nominating Committee or the Board of
Directors may also nominate candidates for the Board of Directors by petition
signed by these Equity Members and filed with the Secretary of the Club at least
thirty (30) days prior to the Equity Members' annual meeting. The names of these
nominees, after having been certified by the Secretary or any other officer that
they are qualified for election and have been nominated in accordance with the
provisions of these By-Laws, shall be posted on the official bulletin board at
the clubhouse and shall be included on any proxy mailing to members of the Club.

4. Standing Committees

         Each year after the Turnover Date, the President, subject to the
approval of the Board of Directors, shall designate the chairman (who shall be a
Director) and the members of each of the following committees: Membership,
Finance, House, Golf, Tennis, Long-Range Planning, Grievance, and Legal and
By-Laws. Prior to the Turnover Date, any of these committees may be organized in
the sole discretion of the Board of Directors.

         a. The Membership Committee shall investigate all applications for
membership other than those memberships to be sold by the Company and shall
report thereon to the Board of Directors with its recommendation as to approval
of each application. The Board of Directors shall make the final determination
whether to approve or disapprove an application.

         b. The Finance Committee shall in general supervise, direct and control
all matters pertaining to the Club's finances including, but not limited to, the
placing of insurance, the filing of tax returns, the payment of taxes, the
preparation of the annual operating budget, the preparation of the current
reports for the Board of Directors on the Club's financial condition and the
issuance to Equity Members of a condensed quarterly operating statement. The
Finance Committee shall have the power, with the approval of the Board of
Directors, to direct the General Manager to employ, at the expense of the Club,
'such clerical aid and assistance as may be necessary to handle the accounts.
The account books and vouchers shall at all times be open to the inspection of
any member of the Board of Directors.

         c. Each of the following committees, subject to the approval of the
Board of Directors, shall formulate programs in coordination with the General
Manager and submit them with recommendations to the Board of Directors for
approval. The General Manager shall have control of the execution of the
programs and recommendations approved by the Board of Directors. Each committee
shall act only as a consultant and advisor to the Board of Directors and may not
act on behalf of the Club or bind it to any actions.



                                      -10-


         (i) House Committee

         The House Committee shall advise the Board of Directors on matters
concerning the food and beverage operations of the Club, the social activities
and entertainment of members, immediate family members and their guests. The
House Committee shall advise the Board of Directors on matters concerning the
maintenance and repair of all buildings, both interior and exterior, the
supervision of all building construction and the maintenance, repair and
supervision of all water and electrical lines and the facilities and equipment
used in connection therewith, except those directly related to and concerning
the maintenance or repair of the golf course. The trees, lawn, garden and
shrubbery area of the Club's grounds which are not within the scope of the Golf
Committee and the maintenance, repair and construction of wells, water tanks,
pumps, fences and parking lots shall come under the jurisdiction of the House
Committee.

         (ii) Golf Committee

         The Golf Committee shall advise the Board of Directors on matters
concerning the employment of a Golf Professional and the scope of the operation
of the professional, the promulgation of playing rules for members, immediate
family members and their guests, the programming of golfing events for members,
immediate family members and their guests and the maintenance of members'
handicaps. United States Golf Association rules and regulations shall govern all
golf play except where superseded by local rules.

         The Golf Committee shall also advise the Board of Directors on matters
concerning the employment of a Greens Superintendent and the scope of the Greens
Superintendent's operations and the maintenance of the golf course, roads,
facilities and equipment used in connection therewith. No live trees shall be
removed nor shall any alteration be made in the golf course except with the
prior approval of the Board of Directors.

         (iii) Tennis Committee

         The Tennis Committee shall advise the Board of Directors on matters
concerning the possible employment of a Tennis Professional, the scope of
operations of the professional, the promulgation of playing rules for members,
immediate family members and their guests and the programming of tennis events
for members, immediate family members and their guests. The Tennis Committee
shall advise the Board of Directors on the condition of, and make
recommendations concerning the tennis courts and related equipment and
facilities.

         (iv) Long-Range Planning Committee

         The Long-Range Planning Committee shall develop a long-range master
plan for capital improvements for the Club including replacements and expansions
of facilities; to recommend to the Board of Directors a course or courses of
action in pursuit of the long-range master plan including assignment of
priorities within the plan; and to perform other duties as may be otherwise
specified by the Board of Directors.

         (v) Grievance Committee

         The Grievance Committee shall consist of five (5) members, three (3) of
whom shall be members of the Board of Directors. All written complaints relative
to any member's conduct shall be first referred to the Grievance Committee. The
Grievance Committee shall perform investigations as it deems necessary and shall
present its recommendation to the Board of Directors in executive session. If
the Grievance Committee's recommendation of a formal charge is approved by the
Board of Directors, the committee shall draft and submit to the Board of
Directors a letter of complaint. The Grievance Committee shall have no power of
suspension or expulsion, but may have such powers of censure as may be directed
by the Board of Directors.



                                      -11-


         (vi) Legal and By-Laws Committee

         The Legal and By-Laws Committee shall be charged with the publication
and interpretation of the Rules and Regulations and any other regulations and
By-Laws of the Club and, generally, with all matters of a legal nature
pertaining to the Club.

5. Ad Hoc Committees

         The President, subject to the approval of the Board of Directors, may,
from time to time, (i) appoint ad hoc committees, with the powers and
composition as the President shall determine, (ii) determine the powers and
composition of the committees and the term of committee chairman and members,
and (iii) replace committee chairmen or members at any time, without cause.

6. Powers of Committees

         The several committees shall act only as advisory committees, and the
individual members thereof shall have no power or authority. The chairman of
each committee may appoint from the members of the committee such sub-committees
as he or she deems desirable. All subcommittees shall report directly to the
committee as a whole, which shall approve, amend or disapprove the report of the
sub-committee.

7. Terms of Committee Chairmen and Committee Members

         Each committee chairman and each member of a committee shall serve
until their replacement is designated as provided in Section 5 of this Article.

                                    ARTICLE X

                               EQUITY MEMBERSHIPS

1. Number Of Equity Memberships

         The Club shall issue three classifications of Equity Membership known
as Full Memberships, Sports Memberships and Social Memberships (collectively,
the "Equity Memberships"). A person who acquires an Equity Membership is
sometimes hereinafter referred to as an "Equity Member". Each Equity Membership
represents an equity ownership interest in the Club. Each person who owns a
residence or homesite in Mizner must maintain at least a Social Membership at
the Club at all times while a residence or homesite in Mizner is owned.

         The Club reserves the right to issue and make available other
classifications of membership, including but not limited to, an
exercise-oriented membership. However, if any of these additional
classifications of membership have access to the golf facilities, then such
access to the golf facilities shall be more restrictive than the access to the
golf facilities provided to the Sports Memberships. If additional
classifications of membership are made available, the Club will establish the
number of memberships available, the use privileges of the additional membership
classifications and the fees to be paid for these additional classifications of
membership.



                                      -12-


         In order to provide continued enjoyment of the Club Facilities to all
members, the maximum number of full Memberships is limited to three hundred
eighty-seven (387). In the event the Company or the Club add additional golf
facilities to Mizner Country Club, the maximum number of Full Memberships shall
be increased by one hundred ninety additional Full Memberships for each
additional nine holes of golf. Although there is no limit on the number of
Sports Memberships and Social Memberships, either the Company or the Club may
limit the number of Sports Memberships and/or Social Memberships from time to
time.

2. Eligibility For Equity Membership

         Full Memberships, Sports Memberships and Social Memberships are being
offered to initial retail purchasers of residences or homesites in Mizner who
are approved for membership. Equity Memberships may also be offered to persons
designated by the Company or the Club who do not own a residence or homesite in
Mizner who are approved for membership.

         Each prospective member must submit an Application for Equity
Membership, be approved for membership and pay the required membership
contribution prior to obtaining a membership.

         All property owners in Mizner are required to be at least a Social
Member at Mizner Country Club. Each purchaser of a residence or homesite in
Mizner must submit an Application for Equity Membership within fifteen (15) days
after executing the purchase agreement to purchase a residence or homesite in
Mizner. Upon closing on the purchase of a residence or homesite in Mizner, the
purchaser must acquire at least a Social Membership at the Club and pay the
required membership contribution and maintain at least a Social Membership at
the Club at all times while a residence or homesite is owned in Mizner. As a
Social Member, the purchaser shall have the privileges described herein and
shall pay the dues, assessments and other use fees established by the Club.
Furthermore, the purchaser shall not be permitted to resign the Social
Membership and shall be required to pay such dues, assessments and other fees
associated with the Social Membership until the closing of the sale or other
transfer of their residence or homesite in Mizner to another owner.

         Initial retail purchasers of previously unsold residences or homesites
in Mizner will have an opportunity to upgrade to an available Full Membership or
Sports Membership for each residence or homesite purchased in Mizner until the
closing of the purchase of their residence or homesite in Mizner. Only one
Equity Membership may be acquired for each residence or homesite. The number of
memberships available in a particular classification of Equity Membership may be
limited. The membership contribution to be paid for an Equity Membership will be
the membership contribution charged on the date the purchaser submits the
Application for Equity Membership and the required membership contribution to
the Director of Membership.



                                      -13-


         The Company has retained the absolute right to reserve Full Memberships
and Sports Memberships for sale to future initial retail purchasers of
residences or homesites in Mizner. The Company may also reserve Equity
Memberships for sale to any other party designated by the Company in its sole
discretion. Reserved memberships are not considered as available memberships and
neither the Company nor the Club may be compelled to issue a reserved
membership. Full Memberships and Sports Memberships not acquired by the initial
retail purchasers of residences or homesites in Mizner on or before the closing
of their purchase shall be reserved by the Company for future sale or offered
for sale by the Company as available memberships to any person designated by the
Company, including persons who do not own a residence or homesite in Mizner.

         Initial retail purchasers of residences or homesites in Mizner who do
not acquire a Full Membership or Sports Membership on or before the closing of
the purchase of their residence or homesite in Mizner, and the subsequent
purchasers of residences or homesites from persons who are not Full Members or
Sports Members, may upgrade to a Full Membership or Sports Membership through
the regular membership upgrade process only if the desired classification of
membership is subsequently available and not reserved for sale. Therefore, after
the closing on the purchase of a residence or homesite in Mizner, there can be
no guarantee or assurance that a Full Membership or Sports Membership will ever
subsequently be available and neither the initial retail purchaser nor any
subsequent purchaser of the residence or homesite in Mizner will have any
continuing opportunity to obtain a Full Membership or Sports Membership. IF AN
INITIAL RETAIL PURCHASER OF A RESIDENCE OR HOMESITE IN MIZNER DOES NOT ACQUIRE A
FULL MEMBERSHIP OR SPORTS MEMBERSHIP ON OR BEFORE THE CLOSING OF THE PURCHASE OF
THEIR RESIDENCE OR HOMESITE IN MIZNER, IT IS HIGHLY UNLIKELY THAT SUCH FULL
MEMBERSHIP OR SPORTS MEMBERSHIP WILL BE AVAILABLE AT A LATER DATE.

         There is no assurance that an Equity Membership in the desired
classification will be available at the time of application. If an Equity
Membership in the desired classification is not available at the time of
application, the Club will maintain a waiting list consisting of applicants
desiring to upgrade who have submitted an Application for Equity Membership on a
first-come, first-served basis. Persons who own a residence or homesite in
Mizner who are on the Club's waiting list for an available membership shall have
priority over persons who do not own a residence or homesite in Mizner to
acquire any available Equity Membership. In the event the desired classification
of membership is not available at the time of application, the Company or the
Club may defer the payment of the required membership contribution until the
desired membership becomes available and may require such person to acquire
another classification of membership at the Club until the desired membership
classification becomes available.

         The initial retail purchaser of a residence or homesite in Mizner may
apply for membership at the time of executing a purchase agreement to acquire
the residence or homesite. The Company and the Club, in their sole discretion,
may permit, upon approval of the member and payment of the required membership
contribution, dues, fees and other charges, the purchaser to activate the
membership privileges and use the Club Facilities prior to actually closing on
the purchase of the residence or homesite in Mizner. However, the continuation
of membership privileges at Mizner Country Club is conditional upon the closing
of the purchase of the property in Mizner. In the event the purchaser does not
close on the property, then the Company and/or the Club may recall the
membership and terminate membership privileges, in which event the membership
contribution and a prorata portion of any dues and fees paid in advance will be
refunded.



                                      -14-


3. Use Privileges Of Equity Membership

         Each Equity Member shall have the privileges and may use the Club
Facilities as provided by the classification of membership selected by the
member and all membership privileges are subject to these By-Laws and the Rules
and Regulations established by the Club. Upon approval by the Club, payment of
the applicable membership contribution, dues, fees and other charges and
compliance with the Rules and Regulations, Equity Members obtain the following
use privileges.

         Full Membership. A Full Membership allows the member to use the golf,
         tennis, swimming, exercise and clubhouse facilities provided at Mizner
         Country Club and to attend club-sponsored events held at the Club. Full
         Members shall not be charged green fees or court fees for use of the
         golf and tennis facilities, but shall pay the applicable golf cart fees
         or annual trail fees. Full Members shall have such advance sign-up
         privileges to reserve golf starting times and tennis court times as may
         be established by the Club.

         Sports Membership. A Sports Membership allows the member to use the
         golf, tennis, swimming, exercise and clubhouse facilities provided at
         Mizner Country Club and to attend club sponsored events held at the
         Club. Sports Members may use the golf facilities (including the
         practice range and putting green) from May 1 through October 31 without
         the payment of green fees. Sports Members may only play golf up to six
         times from November 1 through April 30 and must pay the required green
         fees. From November 1 through April 30, Sports Members may only use the
         practice range and putting green when the member is actually playing a
         round of golf. Sports Members shall always have a lesser advance
         sign-up privilege to reserve golf starting times than Full Members and
         shall pay the required golf cart fees or annual trail fees for use of
         the golf facilities. Sports Members shall have the same advance sign-up
         privilege to reserve tennis court times as Full Members, and shall not
         pay court fees for use of the tennis facilities.

         Social Membership. A Social Membership allows the member to use the
         swimming, exercise and dining facilities provided at the clubhouse at
         Mizner Country Club and to attend club-sponsored social events held at
         the Club. Social Members may not use the golf facilities or tennis
         facilities and may not participate in the privately-owned golf cart
         program at the Club.

         All property owners in Mizner are required to be at least a Social
         Member at Mizner Country Club.

         In order to provide for the orderly administration of the Club and the
utmost playing pleasure for all members, the Club reserves the right, from time
to time, to establish different classifications of membership and to promulgate
and modify rules governing access, sign-up privileges and starting times with
respect to the golf, tennis and other recreational facilities provided at the
Club in order to optimize the use of the Club Facilities.

         In order to better control golf play during peak playing times on the
golf course, the Club may designate certain times on the golf course as "primary
playing times". During times designated by the Club as "primary playing times",
only one golf starting time may be reserved per membership.



                                      -15-


         Memberships at Mizner Country Club shall be issued in the name of the
individuals) applying for membership in the Application for Equity Membership.
An Equity Membership allows the member and immediate family members (or the
designee of a company-held membership) to use the facilities in accordance with
the classification of membership selected and upon payment of the required dues.
The immediate family of a member or designee includes the spouse of the member
or designee who is living in the member's or designee's home, and unmarried
children who are under the age of twenty-three and either living in the member's
or designee's home or attending school on a full-time basis. The Club reserves
the right to restrict access to the golf and tennis facilities by children of
the immediate family during peak periods of play.

4. Procedure For Upgrading An Equity Membership

         Because of the limited number of memberships and the reservation of
memberships by the Company, it is unlikely that a higher classification of
membership will be available for an Equity Member desiring to upgrade. However,
if a higher classification of membership becomes available, an Equity Member may
upgrade to such higher classification of membership if permitted by the Club. An
upgrading member shall pay the difference between the membership contribution
originally paid for the classification of Equity Membership owned by the
upgrading member and the membership contribution being charged for the higher
classification of Equity Membership at the time the member desires to upgrade.
Sports Members shall have priority over Social Members to acquire available Full
Memberships. Notwithstanding anything to the contrary herein, persons who own a
residence or homesite in Mizner who are on the Club's waiting list shall have
priority over persons who do not own a residence or homesite in Mizner to
acquire any classification of Equity Membership which becomes available. The
downgrade of a Full Membership or Sports Membership is not permitted.

Notice to Upgrade: Sports Members and Social Members must provide written notice
informing the Club of their desire to upgrade. The member may not withdraw the
decision to upgrade without obtaining the Club's prior written consent.

Waiting List: Upon receipt of the notice to upgrade from the member and approval
by the Club, the Club will place the member's name on the waiting list for the
desired classification of membership. The only Equity Memberships which are
available in an upgrade situation are those memberships that become available as
a result of the resignation of a Full Membership or Sports Membership whose
membership is not being transferred to the subsequent purchaser of their
residence or homesite as further described herein. All other Equity Memberships
are reserved by the Company for sale to initial retail purchasers of residences
or homesites in Mizner and are not considered available for upgrades.

Purchase of a Higher Classification of Membership: If a membership becomes
available in the desired classification of membership, the Club will notify in
writing the next individual on the waiting list according to the priority set
forth above. The upgrading member shall pay the amount required for upgrading to
the higher classification of membership within fifteen (15) days of the date of
the Club's notice. At that time, the member assumes responsibility for all dues,
fees, charges and assessments associated with the higher classification of
membership.



                                      -16-


Resignation of the Lower Classification of Membership: At the time of upgrade,
the lower classification of membership, if an Equity Membership, shall be
considered terminated and unissued and may be resold by the Company. The member
will not be responsible for dues, fees or any other charges accruing in the
lower classification of membership after the date of resignation and will not
receive a refund of any amount when the lower classification of membership is
reissued by the Company.

5. Memberships May Be Held In The Name Of A Company, Partnership Or Other Form
   Of Multiple Ownership

         The Company and the Club may permit an Equity Membership to be held in
the name of a company, corporation, partnership, trust or other form of multiple
ownership (collectively, the "company"). If permitted, the company shall
designate one person as the designee of the membership use privileges. Immediate
family members of the designee may also use the facilities. The designee of the
membership use privileges must be an officer, director, partner, owner or
employee of the company (or a trustee, donor or principal beneficiary of the
trust), must submit an application and be approved. The company shall be
responsible for the payment of the required membership contribution which may be
higher than the membership contribution charged for a membership held by an
individual and both the company and the designee of the membership privileges
shall be jointly and severally liable for the payment of all dues, fees,
assessments and other charges incurred by the designee, immediate family members
and their guests. The designee shall have the same use privileges and shall pay
the same dues, fees and other charges as any other member in the same
classification of membership.

         The company may change the designee of the membership use privileges at
any time during the membership year upon approval of the new designee and the
payment of the applicable change of designee fee to the Club. Upon the change of
the designee, the prior designee must return all issued use privilege cards to
the Club and the new designee must submit an application and be approved by the
Club. The Club reserves the right to establish additional rules regarding a
membership held by a company, including the criteria for designating a person to
use the membership privileges and the number of times the designee of the
membership privileges may be changed during any membership year. The Club may
limit the number of companies that acquire a membership in a particular
classification from time to time.

6. Membership Contribution

         Persons acquiring an Equity Membership at Mizner Country Club shall pay
the membership contribution set forth in the Application for Equity Membership.
Until the initial sale of all Equity Memberships permitted to be issued at the
Club, the Company will establish the required membership contribution and the
manner of payment of the membership contribution for all Equity Memberships. In
addition, the membership contribution for resigned Equity Memberships, which arc
available for reissuance by the Club because of the resignation of an Equity
Membership, shall be equal to the membership contribution then currently
established by the Company for a previously unissued Equity Membership. After
the initial sale of all Equity Memberships permitted to be issued at the Club,
the Board of Directors of the Club will establish the required membership
contribution and the manner of payment of the membership contribution for all
Equity Memberships.



                                      -17-


         The failure to pay all amounts of the membership contribution when due
will be cause for termination of membership privileges at the Club without
refund of any membership contribution or any other dues and fees previously
paid.

7. Voting

         Equity Membership allows the member to vote on all matters to be voted
upon by the Equity Members of the Club. However, Equity Members will not be
permitted to vote on any Club matters until immediately prior to the Turnover
Date unless otherwise specifically provided in the Plan Documents. Unless
otherwise specifically provided herein, Full Membership is entitled to four (4)
votes per membership, Sports Membership is entitled to two (2) votes per
membership and Social Membership is entitled to one (1) vote per membership.
However, only those Equity Members who are current on all dues, fees, charges
and other obligations to the Club and the Company and are in good standing on
the record date shall have any voting privileges.

8. Application For Membership

         a. All applicants acquiring an Equity Membership being initially sold
by the Company must be approved by the Company. All applicants acquiring a
resigned Equity Membership being reissued by the Club must be approved by the
Club.

         b. An applicant for an Equity Membership at the Club must submit an
Application for Equity Membership. The Application for Equity Membership must be
completed in full and must be accompanied by the membership contribution due as
set forth in the Application for Equity Membership. Upon receipt of the
Application for Equity Membership and the applicable membership contribution, a
determination will be made whether the applicant has satisfied the relevant
conditions of membership. The evaluation will be conducted with the intent and
purpose of securing the optimum number of members with compatible social,
vocational and professional attainment from all segments of the community. All
applicants will be evaluated on the basis of their interest in Mizner Country
Club, their financial responsibility, and their compatibility with other members
at the Club.

         c. If approved for membership at the Club, the member agrees to be
bound by the terms and conditions of these By-Laws and the Plan Documents (as
defined in the Subscription Agreement), as amended from time to time and
irrevocably agrees to fully substitute the membership privileges acquired
pursuant to the Plan Documents for any present or prior rights in or to use the
Club Facilities.

         d. Comments from Equity Members with respect to prospective members
shall be privileged communications, and only the Membership Committee and the
Board of Directors shall have access to such communications.

9. Membership Certificates

         a. Every Equity Member who has paid the required membership
contribution in full shall receive a membership certificate. Each membership
certificate shall be in a form approved by the Board of Directors and shall be
subscribed by the President and Secretary and under the seal of the Club.



                                      -18-


         b. Membership certificates are not redeemable or transferable except as
specifically provided by these By-Laws and then only through the Treasurer of
the Club. Whenever any person shall cease to be an Equity Member, whether by
death, resignation, recall, expulsion or other provisions of these By-Laws, such
cessation shall operate to authorize the Treasurer of the Club to effectuate the
redemption, cancellation or transfer of the Equity Membership in accordance with
and in the manner prescribed by these By-Laws.

10. Resignation-Transferability Of Memberships

         a. Equity Memberships are not transferable or assignable except as
provided in this Section 10 or Section 11 hereof.

         b. Full Members and Sports Members who desire to resign their
membership privileges must give the Club written notice of their intention to
resign membership privileges. Memberships which have been resigned will only be
reissued by the Club in accordance with the procedures set forth in the Plan
Documents. Any attempt to transfer or reassign a membership at Mizner Country
Club, either voluntarily, involuntarily or by operation of law, which is not in
accordance with the Plan Documents shall be null and void and no person or
entity may obtain a membership except as provided therein. A Full Member or
Sports Member who owns a residence or homesite in Mizner may resign the Full
Membership or Sports Membership and receive a partial refund as further
described below, provided that such owner shall always remain at least a Social
Member at Mizner Country Club and pay all of the required dues, fees,
assessments and other charges associated with the Social Membership until the
closing of the sale or other transfer of their residence or homesite in Mizner
to a new owner.

         c. Social Members who own a residence or homesite in Mizner may not
resign their Social Membership and are required to maintain the Social
Membership in good standing at all times and to pay to the Club all required
dues, fees, assessments, personal charges and all other fees associated with the
Social Membership until the closing of the sale or other transfer of the
member's residence or homesite in Mizner to a subsequent owner. Therefore,
Social Memberships at the Club are not transferable and terminate upon the
closing of the sale or other transfer of the residence or homesite in Mizner to
a new owner or on such earlier date as otherwise set forth in the Plan
Documents.

         d. The Club shall maintain two resigned membership lists. One resigned
membership list will be maintained for resigned full Memberships and the other
resigned membership list will be maintained for resigned Sports Memberships.
Upon the resignation of membership privileges by the Club, the resigned Full
Membership or Sports Membership will be placed on the appropriate resigned
membership list in the order of resignation on a first-come, first-served basis.
In order to be placed on a resigned membership list, the resigned member must
have paid the required membership contribution and all dues, fees and other
charges in full. Once placed on the resigned membership list, the resigned
member will not be permitted to rescind the resignation of membership privileges
and the resigned membership must be reissued by the Club at the time the
membership has rotated to the top of the resigned membership list as described
below.

         e. Until the initial issuance of all of the full Memberships permitted
to be issued at Mizner Country Club, every fourth Full Membership issued will be
the first resigned Full Membership on the resigned membership list maintained by
the Club for Full Memberships, provided a resigned Full Membership is on the
resigned membership list at that time. The other three Full Memberships issued
will be issued from the unissued Full Memberships. After the initial issuance of
all of the Full Memberships permitted to be issued at Mizner Country Club, then
every Full Membership issued will be the next resigned Full Membership on the
resigned membership list maintained by the Club for Full Memberships.



                                      -19-


         f. Until the initial issuance of all of the Sports Memberships
permitted to be issued at Mizner Country Club, every fourth Sports Membership
issued will be the first resigned Sports Membership on the resigned membership
list maintained by the Club for Sports Memberships, provided a resigned Sports
Membership is on the resigned membership list at that time. The other three
Sports Memberships issued will be issued from the unissued Sports Memberships.
If the Company or the Club is not offering Sports Memberships for initial
issuance, then every Sports Membership issued will be the next resigned Sports
Membership on the resigned membership list maintained by the Club for Sports
Memberships.

         g. As an exception to the general rule for the reissuance of
memberships described above, Full Members and Sports Members who own a residence
or homesite in Mizner shall have the opportunity for the thirty-day period
immediately following the closing of the sale of their residence or homesite in
Mizner to arrange for the Club to reissue their membership to the purchaser of
their residence or homesite in Mizner. Full Members and Sports Members shall
have this opportunity even though all of the memberships in their classification
of Equity Membership have not been issued and even though a resigned membership
list or a waiting list of persons desiring to obtain their classification of
membership has been established. In order for the subsequent purchaser of the
residence or homesite in Mizner to be eligible to apply for the resigned
member's Full Membership or Sports Membership, the resigned member must have
paid the membership contribution and all of the dues, fees, assessments and
other charges in full at the time of transfer. The purchaser of the resigned
member's residence or homesite in Mizner must submit an Application for Equity
Membership, be approved for membership and pay the membership contribution
charged at that time. The reissuance of a Full Membership or Sports Membership
to a subsequent purchaser of a resigned member's residence or homesite in Mizner
is excluded from and is not included in determining when every fourth.
membership has been issued.

         Since property owners in Mizner must acquire at least a Social
Membership, the Club will reissue a Social Member's membership to the subsequent
owner of their property upon approval and payment of the required membership
contribution charged at that time.

         If a Full Member or Sports Member resigns from the Club and is not
selling their residence or homesite in Mizner or does not arrange for the
purchaser of his or her residence or homesite in Mizner to acquire their Full
Membership or Sports Membership, their membership shall be placed on the
appropriate resigned membership list described above for reissuance by the Club
and there is no guarantee that the Club will reissue the membership or that the
resigned member will be able to recover any portion of the membership
contribution paid for their membership.

         h. The Club shall refund to the Equity Member a pro-rata portion of any
unused dues, fees and other charges paid in advance beginning with the first
full month after the Equity Membership is reissued by the Club to a new member.

         i. Equity Members may take their memberships with them to another
residence or homesite they own in Mizner. If a member wants to take the Equity
Membership to a residence or homesite which is being sold by another Equity
Member, the prior written approval of both members to the transfer must be
delivered to the Club on such forms as may be provided by the Club from time to
time.


                                      -20-


         j. Upon the reissuance of a resigned member's Full Membership or Sports
Membership (excluding the transfer of a membership to a surviving spouse or an
heir upon the death of an Equity Member or the transfer of a membership to a
spouse upon the legal separation or divorce of a member), the Club shall pay to
the resigned Full Member or Sports Member a transfer payment equal to the actual
membership contribution previously paid by the resigned member for their
classification of Equity Membership. The transfer payment shall be paid to the
resigned member within thirty days after the resigned member's membership is
reissued by the Club to a successor member who has been approved for membership
and paid the membership contribution in full to the Club. However, if the Full
Member or Sports Member owns a residence or homesite in Mizner and is simply
resigning their Full Membership or Sports Membership and not selling their
residence or homesite in Mizner, then the transfer payment paid to such resigned
Full Member or Sports Member shall be reduced by the amount of the membership
contribution charged for a Social Membership at the time the resigned member
originally acquired their Full Membership or Sports Membership. This reduction
in the amount of the transfer payment is necessary since all property owners in
Mizner must maintain at least a Social Membership at all times. In this event,
such Social Member shall receive another refund from the Club in the amount and
in the manner described in the next paragraph upon the subsequent sale of their
residence or homesite in Mizner.

         A Social Member, who owns a residence or homesite in Mizner, shall be
paid a transfer payment by the Club equal to the actual membership contribution
previously paid by the member for the Social Membership. This transfer payment
shall be paid to the Social Member within thirty days after the Social
Membership is reissued by the Club to the subsequent owner of the member's
residence or homesite in Mizner who has been approved for membership and paid
the membership contribution in full to the Club. However, no transfer payment
will be paid upon the continuation of a membership by a surviving spouse or an
heir upon the death of a Social Member or the transfer of a membership to a
spouse upon the legal separation or divorce of a Social Member.

         k. In order for a resigned Equity Member to be paid the transfer
payment described above, the required membership contribution and all dues,
fees, charges and assessments must be paid in full. The Club will deduct from
the amount to be paid to a resigned member any amount which the resigned member
owes to the Company or to the Club.

         l. The difference between the membership contribution paid by a new
member and the transfer payment paid to a resigned member shall be paid to the
Company if the resigned membership is reissued prior to the Turnover Date and
shall be retained by the Club if the resigned membership is reissued after the
Turnover Date.

         m. The Company reserves the right to change the amount of the transfer
payment and the terms of payment of the transfer payment for unissued
memberships in the Club, including resigned memberships reissued by the Club.
Any such change will not affect, in any way, the rights of members of the Club
who have obtained a membership prior to the time the change takes effect. The
Club shall have this right after the initial issuance of all of the Equity
Memberships permitted to be issued at the Club.



                                      -21-


         n. The Club is not obligated to reissue a resigned Equity Membership or
repay any portion of membership contribution under any circumstances other than
those described above. However, the Club may repay a member's membership
contribution or any portion thereof in such hardship situations deemed
appropriate by the Club, in its sole discretion.

         o. Full Members and Sports Members who have resigned membership
privileges shall be obligated to continue to pay dues, fees, charges, dining
minimums and assessments associated with their resigned membership until their
membership is reissued by the Club. Social Members who own a residence or
homesite in Mizner must continue to pay the required dues, fees, charges, dining
minimums and assessments associated with their Social Membership until the sale
or transfer of their residence or homesite to another owner. A resigned member
may use the Club Facilities until their membership is reissued by the Club as
long as the required dues, fees, charges, dining minimums and assessments
continue to be paid.

11. Transfer Upon Death Or Divorce

         a. Upon the death of an Equity Member who owns a residence or homesite
in Mizner, the membership will automatically pass to the member's surviving
spouse, if any, provided the surviving spouse is the owner of the residence or
homesite in Mizner without the payment of any additional membership
contribution. If a deceased member is not survived by a spouse or the surviving
spouse is not the owner of the deceased member's residence or homesite in
Mizner, then the heir of the deceased member's residence or homesite in Mizner
may continue with the deceased member's membership without the payment of any
additional membership contribution, subject only to the approval of the Club and
the payment by the heir of all outstanding amounts owed to the Club (including
all dues, fees, charges and assessments associated with the deceased member's
membership for the intervening time between the date of the member's death and
the date of the application by the heir). The continuation of a deceased
member's membership by a surviving spouse or an heir of the deceased member's
residence or homesite does not require a transfer payment by the Club and the
opportunity to be paid the transfer payment upon the subsequent reissuance of
the membership by the Club as further described herein shall be transferred to
the surviving spouse or heir that continues with the membership.

         b. In the event an Equity Member is legally separated or divorced,
title to the membership, including all rights and benefits given to the holder
thereof, shall continue and vest in the spouse awarded the residence or homesite
in Mizner. In the event the Equity Member does not own a residence or homesite
in Mizner, then title to the membership, including all rights and benefits given
to the holder thereof, shall continue and vest in the spouse awarded the
membership in a written separation agreement or final divorce decree. Both of
the divorced or legally separated persons must give written notice to the Club
designating the person who is entitled to continue with the rights and
privileges of Equity Membership immediately after the divorce or legal
separation is declared final. Until written notice has been provided to the
Club, each spouse shall be jointly and severally responsible for the payment of
all dues, fees, charges and assessments associated with such membership. The
Club will not be involved in any dispute and reserves the right to suspend all
membership privileges in the event of disagreement over which spouse retains the
membership privileges. The Club shall not pay any transfer payment upon the
legal separation or divorce of a member.



                                      -22-


12. Privileges Of Tenants

         Equity Members have the opportunity to designate their tenants who
lease their residence in Mizner for two months or more as the beneficial user of
their membership in the Club. This privilege is subject to the Rules and
Regulations established by the Club from time to time, including the limitation
that a member may not lease his or her residence more than twice during any
membership year. A tenant who is designated as the beneficial user of the
member's membership is allowed, upon payment of all required use charges and
fees (including but not limited to, green fees, golf cart fees, tennis court
fees and other personal charges incurred at the Club) to the same privileges to
use the Club Facilities as the lessor member, provided the tenant has been
approved by the Club prior to the tenant's use of the Club Facilities.

         During the time a member has designated a tenant of his or her
residence in Mizner as the beneficial user of their membership, the member shall
have no privileges to use the Club facilities by virtue of the membership at the
Club. The member shall continue to pay the required dues associated with the
membership. A membership must be acquired for each residence for which the
member desires the tenant to be able to use the Club Facilities. Members are
responsible for all charges incurred by their tenant which remain unpaid after
the customary billing and collection procedure of .the Club and for the
deportment of each tenant. The Club reserves the right to establish other rules
relating to use of the Club Facilities by tenants from time to time.

                                   ARTICLE XI

                           OTHER MEMBERSHIP PRIVILEGES

1. Invitational Memberships

         In order to promote the sale of residences and homesites in Mizner and
to introduce the Club to prospective members, the Club may issue recallable
non-equity, non-transferable annual or seasonal memberships known
as-"Invitational Memberships". The rights and privileges of Invitational Members
will be established by the Board of Directors of the Club from time to time and
will be described in a separate Invitational Membership Plan or Application for
Annual Membership. Invitational Members are not entitled to vote on any Club
matters and do not have any equity or ownership interest in the Club or the Club
Facilities.

         Initially, the Club will offer a limited number of Invitational Golf
Memberships on an annual basis and possibly on a seasonal basis. However, the
maximum number of Invitational Annual Golf Memberships at the Club shall be the
difference between three hundred eighty-seven (387) and the actual number of
Full Memberships issued at Mizner Country Club on the first day of each
membership year.

2. Use Of Other Club Facilities

         The Company and the Club reserve the right to enter into reciprocal use
arrangements with other clubs, including but not limited to, other clubs owned,
controlled or managed by the Company, Club or their affiliates, which would
allow members at Mizner Country Club to use the facilities at other clubs and
the members at other clubs to use the facilities provided at Mizner Country
Club. The terms of such use and the fees to be paid for the reciprocal use
privileges will be established by the Company or the Club from time to time. The
reciprocal use privileges may extend and continue after the Turnover Date and
may be terminated at any time in the sole discretion of the Company.



                                      -23-


3. Honorary Memberships

         A limited number of Honorary Memberships may be issued to persons
designated by the Club or the Company from time to time. These memberships are
in addition to all other memberships to be issued at Mizner Country Club and
shall be available on terms and conditions and allow such privileges as shall be
established by the Club and the Company. Honorary Memberships may be changed at
any time by either the Club or the Company (depending on which entity designated
the user as an Honorary Member initially) and a new user designated to use the
membership privileges from time to time. However, the Company may designate up
to five Honorary Memberships prior to the Turnover Date that shall be permanent
lifetime memberships for those persons designated by the Company and their
immediate families.

                                  ARTICLE XII

                                GUEST PRIVILEGES

         Guests of members may be extended guest privileges subject to
applicable guest fees, charges and the Rules and Regulations established from
time to time by the Board of Directors. Guest privileges may be denied,
withdrawn or revoked at any time for reasons considered sufficient by the Board
of Directors. All guests shall be either houseguests or day guests. A houseguest
is defined as a guest temporarily residing in a member's residence in Mizner.
All other guests of a member shall be considered day guests.

         Day guests must be accompanied by the member at all times when using
the Club Facilities, unless otherwise permitted by the Club from time to time.
Day guests will be charged guest fees established by the Board of Directors for
their use of the Club Facilities.

         Houseguests are permitted to use the Club Facilities unaccompanied by
the member. In addition to all use fees as established by the Board of
Directors, houseguests may be charged a temporary houseguest membership fee for
each one week period.

                                  ARTICLE XIII

                             DUES, FEES AND CHARGES

         The Club's membership year will constitute the twelve month period
commencing November 1 and ending on October 31, unless otherwise established by
the Club.

         The Board of Directors of the Club will determine the amount of dues,
fees, dining minimums and other charges to be paid by each member from time to
time. The amount of dues payable by each member will depend upon the
classification of membership selected. The Club may contract with the Mizner
Country Club Master Association, Inc. to collect dues charged to Equity Members
who own a residence or homesite in Mizner and to remit the dues to the Club. The
dues may be established at any level deemed appropriate by the Board of
Directors of the Club.



                                      -24-


         The Club is also obligated to pay assessments to the Mizner Country
Club Master Association, Inc. pursuant to the Declaration of Master Covenants
for Mizner Country Club recorded in the Public Records of Palm Beach County.

         The obligation to pay dues is not dependent on the availability of all
the facilities or the frequency of use. Repair and maintenance of the facilities
and/or other occurrences may make it necessary for the Club to change hours of
use or restrict the use of the facilities or to close certain facilities
temporarily. The Club will not reduce or suspend dues during the time when the
facilities, in whole or in part, are not available.

         Dues shall be due and payable in advance, on or before the first day of
each membership year, unless otherwise established by the Club. The current dues
for use of the Club Facilities are set forth on the Schedule of Dues, Fees and
Charges. The amount of dues for subsequent years is subject to change.

         Monthly statements will be closed on the last day of each month and
will normally be mailed to the members of the Club within five days. All
statements are due and payable upon receipt and in no event later than the
twentieth day of the month in which the statement was mailed. A late charge
and/or interest will be added to all outstanding balances in accordance with the
Rules and Regulations if the statement is not paid by the twentieth day of the
month. In addition, the Club reserves the right to place any member whose
account is not paid in full by the twentieth day of the month on a cash-only
basis for any or all services and merchandise otherwise provided for credit at
any time.

         The failure of any member of the Club to timely pay fees and other
charges by the twentieth day of the month and the failure to pay dues and all
amounts of the membership contribution when due shall constitute grounds for
suspension and/or termination of membership privileges at the Club. In the event
a person who owns a residence or homesite in Mizner fails to pay the required
dues, fees and other charges, then the Club may suspend, terminate or take any
other disciplinary action relating to his/her membership in the Club. Upon
termination of a membership held by a person who owns a residence or homesite in
Mizner, the dues obligation of the Social Membership shall continue to accrue
until the closing of the sale or other transfer of such individual's residence
or homesite in Mizner to a new owner. In the event a membership is -terminated,
the member will no longer have any membership privileges to use the Club
Facilities and will not receive a transfer payment or otherwise be entitled to a
refund of any portion of the membership contribution previously paid.

         Each member shall be legally and financially responsible for his or her
acts or omissions as well as those of the member's immediate family, guests and
tenants. When a membership is issued in the name of more than one person, each
person shall be jointly and severally responsible for all dues, fees, dining
minimums and other charges and liabilities associated with such membership. If a
membership is issued in the name of both spouses, notice to the Club of
termination of marriage or cohabitation shall not discharge either spouse from
the liability for subsequent dues, fees, and other charges and liabilities
unless the notice is coupled with the resignation of one of the spouses.

         Equity Members of the Club who do not desire to use their full
membership privileges during any membership year may arrange through the Club
for the exchange of their membership privileges with those of another member of
the Club upon obtaining the approval of the Club, the payment of an exchange fee
charged from time to time by the Club and the exchanging members' payment of
their respective dues. The right to exchange membership privileges shall be on a
membership year basis and shall riot affect the exchanging members' rights to
their underlying memberships or obligations for such memberships. Members shall
be responsible for payment of all assessments and other fees, except dues, based
on the category of their underlying membership.



                                      -25-


                                   ARTICLE XIV

                                  DELINQUENCIES

1. Statement

         An itemized statement of any dues, fees, assessments, dining minimums
and current charges shall be mailed monthly to each member. Any member failing
to pay his or her indebtedness to the Club by the twentieth day of the month
shall be subject to action as is determined appropriate by the Board of
Directors. The failure of any member to pay dues within the prescribed period
shall constitute grounds for termination of his or her membership.

2. Liens

         To the extent permitted by applicable law, the Club shall have a
security interest under the Uniform Commercial Code as enacted in the State of
Florida (the "Code") in each membership for any unpaid dues, fees, assessments
and other charges of all members. This security interest shall serve to secure,
in addition to unpaid dues, fees and other charges, filing fees and reasonable
attorneys' fees incurred by the Club incident to the collection of the dues,
fees and other charges, or the enforcement of payment of the requisite amounts
due under the membership or this security interest, whether or not legal
proceedings are initiated. This security interest may be perfected by either or
both of (a) expressly acknowledging the security interest on the membership
certificate, and noting its existence and amount, where applicable, on the
member records of the Club, and (b) filing a UCC financing statement with the
appropriate public registries. In this regard, the respective members do hereby
irrevocably make, constitute and appoint the Club and any of its officers,
employees or agents as the true lawful attorneys of the respective member to
sign the name of that member on any financing statement, renewal financing
statement, notice or other similar document which in the Club's opinion will
assist it in perfecting the security interests granted to it in the membership.
If any default shall occur in the payment of any dues, fees and other charges of
a member, the Club shall have the remedies of a secured party under the Code.
The Club shall give the member at least five (5) days notice of the time and
place of any public sale or of the time after which any private sale or other
intended disposition of the membership is to be made. Notice so given shall
constitute reasonable notice. The Club may also, at its option, sue to recover a
money judgment for unpaid dues, fees and other charges, without thereby waiving
its security interest securing the same.

         No member shall be permitted to create, incur, assume or suffer to
exist upon the member's membership any liens or security interests whatsoever
except to the extent the lien or security interest represents a purchase money
lien and security interest incurred as a result of acquiring the membership and
is approved in advance by the Club. In the event of foreclosure of the purchase
money lien or security interest incurred as a result of acquiring the
membership, the party foreclosing on the membership must give the Club written
notice of the pending foreclosure, and the Club shall have the right to
repurchase the membership before the foreclosure on the same basis as if the
member had resigned membership privileges in the Club.



                                      -26-


                                   ARTICLE XV

                                   DISCIPLINE

         Any member, immediate family member or guest of the member whose
conduct shall be deemed by the appropriate committee to be improper or likely to
endanger the welfare, safety, harmony or good reputation of the Club or its
members, may be reprimanded, fined, suspended or expelled from the Club by
action of the Board of Directors. The Board of Directors shall be the sole judge
of what constitutes improper conduct or conduct likely to endanger the welfare,
safety, harmony or good reputation of the Club or its members.

1. Board Action

         A member shall be notified of any proposed disciplinary action and
shall be given an opportunity to be heard by the Board of Directors to show
cause why the member should not be disciplined in accordance with this Article.
If the member desires to be heard, the member must provide a written request for
a hearing to the General Manager within ten (10) days after the date of the
Club's notice to the member of the proposed action. Upon receipt of the written
request for a hearing, the Board of Directors shall set a time and date for such
hearing, which shall in no event be less than five (5) days after such request.
Depending on the severity of the violation in the discretion of the Board of
Directors, the membership/use privileges of the offending member, designee or
immediate family member may be suspended pending a final resolution.

2. Suspension

         The Board of Directors may suspend a member and/or any immediate family
member or guest of the member from some or all of the privileges of the Club for
a period of up to one (1) year. Dues and other obligations shall accrue during
such suspension and must be paid in full when due.

3. Resignation-Request By Board Of Directors

         The Board of Directors may, by a two-thirds (2/3) vote of the Directors
present, request the resignation of any member of the Club for cause deemed
sufficient by the Board of Directors.

4. Expulsion

         A member may be expelled or suspended by the Club if the appropriate
committee of the Club and the Board of Directors determine that the member's
conduct was improper or likely to endanger the welfare, safety, harmony or good
reputation of the Club or its members.

         A member of the Club who has been expelled shall not again be eligible
for membership nor admitted to the Club's property under any circumstances. A
member who has been expelled from the Club shall forfeit his or her membership
in the Club and will not be entitled to the return of any membership
contribution paid for membership. An expelled member shall be notified by
registered mail and shall have the obligation to surrender the membership
certificate to the Club.



                                      -27-


                                   ARTICLE XVI

                                 CORPORATE SEAL

         The Corporate Seal of the Club shall be circular in form and shall have
inscribed thereon the name of the corporation and the words "seal", "Florida",
"Not-For-Profit Corporation" and the year of incorporation. The corporate seal
shall be in the possession of the Secretary of the Club and be affixed by the
Secretary to all documents relating to the official acts of the Club, as
authorized by the Board of Directors.

                                  ARTICLE XVII

                                  MISCELLANEOUS

1. Fiscal Year

         The fiscal year of the Club shall commence on the first day of November
and conclude on the last day of October.

2. Assessments

         There will be no assessments for operating deficits prior to the
Turnover Date. However, the Board of Directors of the Club may find it necessary
to make assessments, in addition to dues, to cover any operating deficits that
occur after the Turnover Date. Assessments to cover operating deficits shall be
prorated among the Equity Members based on the annual dues charged to each of
them during the year in which the deficit occurs.

         Prior to the Turnover Date, there will be no assessments for capital
expenditures to the Club Facilities unless such capital assessment is approved
by the Company, the Board of Directors of the Club, a majority of the members of
the Advisory Board of Governors and sixty percent of all of the members in each
classification of Equity Membership that would be required to pay such capital
assessment. After the Turnover Date, there will be no assessments for capital
expenditures to the Club Facilities unless such capital assessment is approved
by a majority of the members of the Board of Directors and sixty percent of all
of the members in each classification of Equity Membership that would be
required to pay such capital assessment. All proposed assessments for capital
expenditures to the golf facilities or tennis facilities shall be paid equally
by all Full Members and Sports Members. Social Members shall not pay any
assessment for capital expenditures to the golf and tennis facilities provided
at the Club. All other assessments for capital expenditures shall be paid
equally by all Equity Members.

         The Club will make no capital or operating assessment nor charge any
dues, fees or other charges on any Equity Membership during the period while the
Equity Membership is held for sale by the Company, including but not limited to,
those resigned Equity Memberships which the Company purchases from the Club.
Invitational Memberships will not be assessed for capital or operating
assessments.

         Failure to pay any assessment shall subject an Equity Member to the
same penalties as failure to pay any other indebtedness to the Club.



                                      -28-


3. Conflict Between By-Laws And Articles Of Incorporation

         In the event of conflict between the terms of these By-Laws and
Articles of Incorporation, the Articles of Incorporation shall prevail.

4. Dissolution Of Club

         In the event of dissolution or final liquidation of the Club after the
Turnover Date, all of the property and assets of the Club, after payment of its
debts, shall be distributed, as permitted by applicable Florida law and a court
having jurisdiction, among the holders of the Equity Memberships of the Club in
proportion to the value of their Equity Memberships at that time.

5. Indemnification By The Club

         The Club shall indemnify and hold harmless each person who shall serve
at any time hereafter as a member of the Board of Directors, the Advisory Board
of Governors or as an officer of the Club from and against any and all claims
and liabilities to which such person shall become subject by reason of his or
her having been, or hereafter being, a member of the Board of Directors, the
Advisory Board of Governors or an officer of the Club, or by reason of any
action alleged to have been taken or omitted by him or her as such member of the
Board of Directors, the Advisory Board of Governors or officer of the Club, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him or her in connection with any such claim or liability to the
fullest extent permitted by applicable Florida law. However, no such person
shall be indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his or her willful
misconduct.

                                  ARTICLE XVIII

                                   AMENDMENTS

1. By Board Of Directors

         Prior to the Turnover Date, these By-Laws may be amended by a majority
of all of the members of the Board of Directors of the Club, provided that the
amendment or alteration is approved by the Company and is set forth in the
notice of the meeting at which the matter is to be acted upon and provided that
the amendment is not materially adverse to the rights of the Equity Members of
the Club, in the sole and absolute discretion of the Company. A majority of the
votes associated with the outstanding Equity Memberships that would be affected
by the proposed amendment must approve any amendment to these By-Laws prior to
the Turnover Date which is materially adverse to the rights of the Equity
Members.

2. By Equity Members

         Subject to the restrictions set forth in Section 3 below, these By-Laws
may be altered, amended, or repealed or new By-Laws may be adopted except as
otherwise provided herein, only by: (a) a majority vote of all of the members of
the Board of Directors, and (b) a majority of the votes cast by the Equity
Members in person or by proxy at any duly called and constituted annual or
special meeting of the Equity Members of the Club at which a quorum of the
Equity Members is present either in person or by proxy. The proposed amendment
must be set forth in the notice of the meeting.



                                      -29-


3. Restrictions On Amendments

         Prior to the initial sale of all Equity Memberships permitted to be
issued at the Club, neither the Club nor the Equity Members may change, modify
or delete the provisions of these By-Laws and the Plan Documents without the
prior written consent of the Company.

         After the initial issuance of all Equity Memberships permitted to be
issued at the Club, the following provisions may only be changed, modified or
deleted if such change is approved by a majority of all of the members of the
Board of Directors of the Club and seventy-five percent of all of the members in
each classification of Equity Membership that would be affected by such change
or modification: (a) the total number of Equity Memberships or the number of
members allowed in any particular classification of membership as described in
the Plan Documents as of the Turnover Date, (b) the restrictions or limitations
on assessments on Equity Members as described in the Plan Documents as of the
Turnover Date, (c) the eligibility to acquire an Equity Membership as described
in the Plan Documents as of the Turnover Date, (d) the rights of tenants to use
the Club Facilities as described in the Plan Documents as of the Turnover Date,
and (e) this Section 3, Article XVIII of the By-Laws of the Club as of the
Turnover Date.


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