BY-LAWS
                                       OF
                              LIFE PETROLEUM, INC.
                            (a Florida corporation)

                                   ARTICLE I
                               STOCK CERTIFICATES

     1.1 Issuance.  Every holder of shares in this corporation shall be entitled
to have a  certificate  representing  all  shares  to which he is  entitled.  No
certificate shall be issued for any share until such share is fully paid.

     1.2 Form.  Certificates  representing  shares in this corporation  shall be
numbered  and  registered  in the order in which  they are  issued  and shall be
signed  by the  president  or  vice  president  and  secretary  or an  assistant
secretary and may be sealed with the seal of this  corporation  or facsimiles if
the  certificate is manually  signed on behalf of a transfer agent or registrar,
other than the corporation itself or an employee of the corporation. In case any
officer  who signed or whose  facsimile  signature  has been  placed upon such a
certificate is issued,  it may be issued by the corporation with the same effect
as if he were such officer at the date of its issuance.

     Every  certificate  representing  shares which are  restricted  as to sale,
disposition  or other of such shares shall state that such shares are restricted
as to transfer and shall set forth or unfairly  summarize upon the  certificate,
or shall  state  that the  corporation  will  furnish to any  shareholder,  upon
request and without charge, a full statement of such restrictions.

     Each certificate representing shares shall state upon the face thereof: the
name of the  corporation;  that the  corporation is organized  under the laws of
this State;  the name of the person or persons to whom it is issued;  the number
and class of shares,  and the  designation  of the  series,  if any,  which such
certificate  represents;  and the par value of each share  repre  sented by such
certificate, or statement that the shares are without par value.

     1.3 Transfer of Stock. The stock of the corporation shall be assignable and
transferable on the books of the corporation only by the person in whose name it
appears  on said  books,  his legal  representatives  or by his duly  authorized
agent. In case of transfer by attorney, the power of attorney, duly executed and
acknowledged,  shall be deposited with the secretary.  In all cases of transfer,
the former certificate must be surrendered and canceled before a new certificate
is issued.

     1.4 Lost, Stolen or Destroyed Certificates. If a shareholder has claimed to
have lost or  destroyed a  certificate  or  certificates  of stock issued by the
corporation,  the  Board of  Directors  may  direct,  at its  discretion,  a new
certificate or certificates  issued, upon the making of an affidavit of the fact
by the person claiming the certificate of stock to be lost or destroyed,

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and upon the deposit of a bond or other  indemnity  in such amount and with such
surety, if any, as the Board may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     2.1  Annual  Meeting.  The  annual  meeting  of the  shareholders  of  this
corporation  shall be held sixty (60) days  after the  receipt of the  financial
statements  of the preceding  fiscal year at a place  designated by the Board of
Directors of the  corporation.  The annual meeting of the  shareholders  for any
year shall be held no later than thirteen  (13) months after the last  preceding
annual meeting of shareholders.  Business transacted at the annual meeting shall
include the election of directors of the corporation.

     2.2 Special  Meetings.  Special meetings of the shareholders  shall be held
when  directed by the  president or the Board of Directors or when  requested in
writing by the holders of not less than ten percent (10%) of the shares entitled
to vote at the meeting.  A meeting requested by shareholders shall be called for
a date not less than ten (10) nor more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the  secretary,  unless the president or
the Board of Directors shall designate another person to do so.

     2.3 Place.  Both annual and special  meetings of  shareholders  may be held
within or without the State of Florida.

     2.4 Notice.  Written notice stating the place,  day and hour of the meeting
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the meeting, either personally or by first class mail, by or at
the  direction  of the  president,  the  secretary  or the officer or the person
calling  the  meeting to each  shareholder  of record  entitled  to vote at such
meeting.  If mailed,  such notice shall be deemed to be delivered when deposited
in the United  States mail  addressed  to the  shareholder  at his address as it
appears on the stock transfer  books of the  corporation,  with postage  thereon
prepaid.

     2.5 Notice of  Adjourned  Meeting.  When a meeting is  adjourned to another
time or place,  it shall not be  necessary  to give any notice of the  adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting to which the adjournment is taken,  and at the adjournment  meeting,
any business may be transacted  that might have been  transacted on the original
date of the meeting. If, however, after the ad journment, the Board of Directors
fixes a new record date for the  adjourned  meeting,  a notice of the  adjourned
meeting shall be given as provided in this section to each shareholder of record
on the new record date entitled to vote at such meeting.


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     2.6 Closing of Transfer  Books and Fixing  Record Date.  For the purpose of
determining  shareholders  entitled  to notice of or to vote at any  meeting  of
shareholders or any adjournment  thereof,  or entitled to receive payment of any
dividend  or in order to make a  determination  of  shareholders  for any  other
purpose,  the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed,  in any case,  sixty (60) days.
If the stock  transfer  books  shall be closed for the  purpose  of  determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books  shall be closed  for at least ten (10) days  immediately  preceding  such
meeting.

     In lieu of closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any determination of shareholders, such
date in any case to be not more than sixty  (60) days and,  in case of a meeting
of  shareholders,  not less  than ten (10)  days  prior to the date on which the
particular action requiring such determination of shareholders is to be taken.

     If the stock  transfer books are not closed and no record date is fixed for
the determination of shareholders  entitled to notice or to vote at a meeting of
shareholders,  or shareholders  entitled to receive  payment of a dividend,  the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

     Once a  determination  of  shareholders  entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof,  unless the Board of  Directors  fixes a new
record date for the adjourned meeting.

     2.7 Shareholder  Quorum and Voting.  The majority of the shares entitled to
vote,  represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. When a specified item of business is required to be voted on by
a class or series of stock,  a  majority  of the  shares of such class or series
shall  constitute a quorum for the transaction of such items of business by that
class or series.

     If a quorum is present,  an affirmative  vote of the majority of the shares
represented  at the meeting and entitled to vote on the subject  matter shall be
the act of the shareholders unless otherwise provided by law.

     After a quorum has been  established  at the  shareholders'  meetings,  the
subsequent   withdrawal  of  shareholders,   so  as  to  reduce  the  number  of
shareholders  entitled to vote at the meeting  below the number  required  for a
quorum,  shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

     2.8 Conduct of Meeting.  The meeting of the shareholders  shall be presided
over by one of the  following  officers in the order of seniority and if present
and acting, the chairman of the board, if any; the president;  a vice president;
or, if none of the foregoing is in office,  present and acting, by a chairman to
be chosen by the shareholders. The secretary of the

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corporation,  or in his absence, an assistant secretary,  shall act as secretary
of every  meeting,  but if neither the secretary  nor an assistant  secretary is
present, the chairman of the meeting shall appoint a secretary of the meeting.

     2.9 Voting of Shares.  Except as  otherwise  provided  in the  Articles  of
Incorporation, each outstanding share, regardless of class, shall be entitled to
one (1) vote on each matter  submitted to a vote at the meeting of shareholders.
Treasury  shares,   shares  of  stock  of  this  corporation  owned  by  another
corporation (the majority of the voting stock of which is owned or controlled by
this  corporation),  and  shares  of stock of this  corporation  held by it in a
fiduciary  capacity  shall not be voted,  directly  or  indirectly,  at any such
meeting and shall not be counted in determining  the total number of outstanding
shares at any given time.

     A shareholder  may vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney-in-fact.

     At each  election  for  directors,  every  shareholder  entitled to vote at
election  shall  have the right to vote,  in person or by proxy,  the  number of
shares owned by him for as many persons as there are  directors to be elected at
that time and for whose election he has a right to vote.

     Such shareholder shall not have the right to accumulate his votes by giving
one  candidate  as many votes as the number of  directors  to be elected at that
time multiplied by the number of his shares,  or by  distributing  such votes on
the same principle among any number of such candidates.

     Shares  standing in the name of another  corporation,  domestic or foreign,
may be voted by the  officer,  agent or proxy  designated  by the by-laws of the
corporate  shareholder;  or in the absence of any  applicable  by-laws,  by such
person as the Board of Directors of the  corporate  shareholder  may  designate.
Proof of such designation may be made by presentation of a certified copy of the
by-laws or other instrument of the corporate shareholder.  In the absence of any
such  designation,  or in the case of  conflicting  designation by the corporate
shareholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate shareholder shall be presumed to possess, in that
order, authority to vote such shares.

     Shares held by an administrator,  executor,  guardian or conservator may be
voted by him,  either in person or by proxy,  without a transfer  of such shares
into his name.  Shares  standing  in the name of a trustee  may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares  standing in the name of a receiver  may be voted by such  receiver,
and  shares  held by or under the  control  of a  receiver  may be voted by such
receiver without the transfer

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thereof into his name if authority so to do be continued in an appropriate order
of the court by which such receiver was appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter,  the pledgee or his nominee  shall be entitled to vote the shares so
transferred.

     On and after the date on which  written  notice of redemption or redeemable
shares has been mailed to the holders thereof in a sum sufficient to redeem such
shares  has  been  deposited  with a bank  or  trust  company  with  irrevocable
instruction  and authority to pay the  redemption  price to the holders  thereof
upon surrender of certificates  therefore,  such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.

     2.10  Proxies.   Every  shareholder  entitled  to  vote  at  a  meeting  of
shareholders   or  to  express  consent  or  dissent  without  a  meeting  or  a
shareholder's duly authorized  attorney-in- fact may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the  shareholder or his  attorney-in-fact.  A
signed proxy is presumed  valid. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the shareholder  executing it,
except as otherwise provided by law.

     The  authority  of the holder of a proxy to act shall not be revoked by the
incompetence or death of the  shareholder who executed the proxy unless,  before
the  authority  is  exercised,   written  notice  of  an  adjudication  of  such
incompetence or such death is received by the corporate officer  responsible for
maintaining the list of shareholders.

     If a proxy for the same shares  confers  authority upon two or more persons
and does not otherwise provide, a majority of them present at the meeting, or if
only one is present,  then that one may exercise all the powers conferred by the
proxy; but if the proxy holders present at the meeting are equally divided as to
the right and manner of voting in any particular case, the voting of such shares
shall be prorated.

     If a proxy  expressly  provides,  any proxy holder may appoint in writing a
substitute to act in his place.

     2.11 Action by Shareholders  Without a Meeting. Any action required by law,
these By-laws or the Articles of Incorporation of this corporation,  to be taken
at any annual or special  meeting of  shareholders  of the  corporation,  or any
action which may be taken at any annual or special meeting of such shareholders,
may be taken  without a meeting,  without  prior notice and without  vote,  if a
consent in  writing  setting  forth the  action so taken  shall be signed by the
shareholders  of  outstanding  stock having not less than the minimum  number of
votes that would be  necessary  to authorize or take such action at a meeting at
which all shares

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entitled to vote thereon as a class,  such written  consent shall be required by
the holders of a majority of the shares of each class of shares entitled to vote
as a class thereon and of the total shares entitled to vote thereon.

     Within ten (10) days after obtaining such authorization by written consent,
notice shall be given to those  shareholders  who have not consented in writing.
The notice shall fairly summarize the material features of the authorized action
and, if the action be a merger,  consolidation or sale or exchange of assets for
which the dissenters' rights are provided for by law, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their shares upon  compliance  with the further  provisions of law
regarding the rights of dissenting shareholders.

                                  ARTICLE III.
                                    DIRECTORS

     3.1  Function.  All  corporate  powers  shall be  exercised by or under the
authority of, and the business and affairs of the  corporation  shall be managed
under the direction of the Board of Directors ("Board" or "Board of Directors").

     3.2  Qualification.  Directors  need  not be  residents  of this  state  or
shareholders of this corporation.

     3.3  Compensation.  The Board of Directors  shall have the authority to fix
the compensation of directors.

     3.4 Duties of Directors. A director shall perform his duties as a director,
including his duties as a member of any committee of the Board upon which he may
serve,  in good  faith,  in a manner he  reasonably  believes  to be in the best
interests of the corporation and with such care as an ordinarily  prudent person
in a like position would use under similar circumstances.

     In  performing  his  duties,  a  director  shall  be  entitled  to  rely on
information, opinions, reports or statements, including financial statements and
other  financial  data,  in each case  prepared or presented  by: a. One or more
officers or employees of the corporation whom the director  reasonable  believes
to be  reliable  and  competent  in the matter  presented;  b.  Counsel,  public
accountants  or other  persons  as to  matters  which  the  director  reasonable
believes to be within such person's  professional or expert competence;  or c. A
committee  of the  Board  upon  which  he does not  serve,  duly  designated  in
accordance with the provisions of the Articles of  Incorporation or the By-laws,
as to matters  within its  designated  authority,  which  committee the director
reasonable believes to merit competence.

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     A  director  shall not be  considered  to be acting in good faith if he has
knowledge  of the matter in question  that would cause such  reliance  described
above to be unwarranted.

     A person who performs his duties in compliance with this section shall have
no liability by reason of being or having been a director of this corporation.

     3.5 Number. This corporation shall have a minimum of one (1) director and a
maximum of fifteen (15)  directors.  The number of directors may be increased or
decreased from time to time by amendment to these By-laws, but no decrease shall
have the effect of shortening the terms of any incumbent director.

     3.6 Election and Term.  Each person named in the Articles of  Incorporation
or by the  Incorporator as a member of the initial Board of Directors shall hold
office until the first  annual  meeting of  shareholders,  and until a successor
shall have been elected and qualified or until his earlier resignation,  removal
from office or death.

     At the first annual meeting of the  shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding  annual  meeting.  Each  director  shall hold office for the term for
which he is  elected  and until  his  successor  shall  have  been  elected  and
qualified or until his earlier resignation, removal from office or death.

     3.7 Vacancies. Any vacancies occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of directors,  may be
filled by the affirmative vote of the majority of the remaining directors though
less than a quorum of the  Board of  Directors.  A  director  elected  to fill a
vacancy  shall hold office  only until the next  election  of  directors  by the
shareholders.

     3.8 Removal of Directors. At a meeting of the shareholders called expressly
for that purpose,  any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

     3.9 Quorum in Voting.  A majority of the number of directors fixed by these
By-laws shall  constitute a quorum for the  transaction of business.  The act of
the majority of the direc tors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

     3.10 Board Committees. The Board of Directors may, by resolution adopted by
a majority of the Board,  designate  and  appoint  one or more of the  following
committees, which shall be comprised of member so the Board of Directors:

           a.  Executive Committee.  The Board of Directors may elect from among
               its members an Executive Committee to whom may be delegated, from
               time to time and until  further  order of the Board of Directors,
               any or all of the  powers of said  Board in  connection  with the
               affairs of the corporation.

           b.  Standing and Other Committees. The Board of Directors may appoint

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               standing  or such other  committees  of  directors,  officers  or
               otherwise as deemed desirable including,  but not limited to: (1)
               Nominating Committee; (2) Finance Committee; (3) Audit Committee;
               (4) Compensation Committee.

     Standing committees shall have the responsibilities and duties as set forth
by the Board and shall have their  members  appointed  by the Board of Directors
from within or without its own membership, at any meeting held for that purpose.
In every case,  standing  committees shall be subject to the general supervision
of the Board of  Directors  to whom each of them  shall  make a report  not less
often than annually,  containing such  recommendations  as its membership  deems
necessary,  appropriate or desirable. Other committees, temporary or continuing,
shall act with  respect  to such  special or  general  problems  as the Board of
Directors may, from time to time, determine.  Any or all of such other committee
or committees may be terminated at any time by the Board of Directors.

     3.11  Place of  Meetings.  Regular  and  special  meetings  by the Board of
Directors  may be held within or without the State of Florida.  Meeting shall be
held at such place as shall be fixed by the Board.

     3.12 Time,  Notice and Call of Meetings.  Regular  meetings of the Board of
Directors shall be held immediately  following the annual shareholders  meeting.
Written  notice  of the  time and  place of  special  meetings  of the  Board of
Directors  shall  be  given  to  each  director  by  either  personal  delivery,
facsimile,  telegram or cablegram at least two (2) days before the meeting or by
notice mailed to the director at least five (5) days before the meeting.

     Notice of a  meeting  of the  Board of  Directors  need not be given to any
director  who  signs a waiver  of notice  either  before  or after the  meeting.
Attendance  of a director at a meeting  shall  constitute  a waiver of notice of
such meeting and waiver of any and all  obligations to the place of the meeting,
the time of the meeting or the manner in which it has been  called or  convened,
except when a director states, at the beginning of the meeting, any objection to
the  transaction  of  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 of
waiver of notice of such meeting.

     A majority of the directors  present,  whether or not a quorum exists,  may
adjourn any meeting of the Board of Directors to another time and place.  Notice
of any such  adjourned  meeting  shall be  given to the  directors  who were not
present  at the time of the  adjournment  and,  unless the time and place of the
adjourned  meeting are  announced at the time of the  adjournment,  to the other
directors.

     Meetings  of the Board of  Directors  may be called by the  chairman of the
board, by the president of the corporation or by any one or more directors.

     Members  of the Board of  Directors  may  participate  in a meeting of such
Board by means of a conference telephone or similar communications  equipment by
means of which all persons  participating  in the meeting can hear each other at
the same time.  Participation by such means shall constitute  presence in person
at a meeting.

     3.13 Action Without a Meeting. Any action required to be taken at a meeting
of the  directors  of the  corporation,  or any  action  which may be taken at a
meeting of the directors or a committee thereof,  may be taken without a meeting
if a consent in writing, setting forth the

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action so to be taken,  signed by all of the directors or all the members of the
committee, as the case may be, is filed in the minutes of the proceedings of the
Board  or of the  committee.  Such  consent  shall  have the  same  effect  as a
unanimous vote.

                                   ARTICLE IV
                                 INDEMNIFICATION

     Each person who at any time is, or shall have been,  a  director,  officer,
employee or agent of the corporation, and is threatened to be or is made a party
of any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
is, or was, a director, officer, employee or agent of the corporation, or served
at the request of the corporation as a director,  officer,  employee, trustee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  shall be indemnified against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
allowed  under the  Florida  Statutes  and such  expenses  shall be  advanced as
incurred upon receipt of an  undertaking  to repay such amount if such person is
found not to be entitled to such  indemnification  pursuant to such Section. The
foregoing  right of  indemnification  shall in no way be  exclusive of any other
rights or indemnification to which any such director, officer, employee or agent
may be  entitled  under any other  bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.

                                    ARTICLE V
                                    OFFICERS

     5.1 Officers. The officers of this corporation consist of a president,  one
or more vice  presidents,  a secretary  and a  treasurer,  each of whom shall be
elected by the Board of Directors.  Such other  officers and assistant  officers
and agents as may be deemed  necessary  may be elected or appointed by the Board
of Directors  from time to time. Any two or more offices may be held by the same
person. The failure to elect a president, vice president, secretary or treasurer
shall not affect the existence of this corporation.

     5.2  Duties.  The  officers  of the  corporation  shall have the  following
duties:

     a.   President.  The president shall be the chief executive  officer of the
          corporation,  shall have general and active management of business and
          affairs of the  corporation  subject to the directions of the Board of
          Directors, and shall preside at all meetings of the shareholders.

     b.   Vice  President.  The vice  presidents  shall  perform  such duties as
          shall,  from time to time,  be prescribed by the Board of Directors or
          the  president,  and in the absence of the president  shall act in the
          order of their seniority, unless otherwise prescribed by the Board.

     c.   Secretary.  The secretary  shall have custody of, and shall  maintain,
          all of the  corporate  records  except the  financial  records,  shall
          record the minutes of all  meetings of the  shareholders  and Board of
          Directors,  send out all notices of  meetings,  and perform such other
          duties  as  may  be  prescribed  by  the  Board  of  Directors  or the
          president.

     d.   Treasurer. The treasurer shall have custody of all corporate funds and
          financial  records,  shall keep full and accurate accounts of receipts
          and disbursements and

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render accounts thereof at the annual meetings of the shareholders and whenever
else required by the Board of Directors, and shall perform such other duties as
may be prescribed by the Board of Directors or the president.

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

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

     Any vacancy, however occurring, in any office may be filled by the Board of
Directors,  unless the By-laws shall have expressly  reserved such powers to the
shareholders.

     Removal of any officer shall by without  prejudice to the contract  rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.

     5.4  Compensation  of Officers.  The officers  shall receive such salary or
compensation as may be determined by the Board of Directors.

                                   ARTICLE VI
                                BOOKS AND RECORDS

     6.1 Books and  Records.  This  corporation  shall keep correct and complete
books and records of account and shall keep  minutes of the  proceeding s of its
shareholders, Board of Directors and committees of directors.

     This corporation  shall keep at its registered office or principal place of
business,  or at the office of its transfer agent or registrar,  a record of its
shareholders,  giving the names and  addresses of all the  shareholders  and the
number, or class and series, if any, of the shares held by each.

     Any books,  records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.

     6.2  Shareholders'  Inspection  Rights.  Any  person  who shall have been a
holder of record of shares or of voting  trust  certificates  therefore at least
six (6) months immediately preceding his demand or shall be the holder of record
of, or the  holder of record of voting  trust  certificates  for,  at least five
percent  (5%)  of  the  outstanding  shares  of  any  class  or  series  of  the
corporation,  upon written  demand stating the purpose  thereof,  shall have the
right to examine,  in person or by agent or attorney,  at any reasonable time or
times, for any purposes if relevant,  books and records of account,  minutes and
records of shareholders and to make extracts therefrom.

     6.3 Financial  Information.  Not later than four (4) months after the close
of each fiscal year, this  corporation  shall prepare a balance sheet showing in
reasonable  detail the financial  conditions of the  corporation as the close of
its fiscal  year,  and a profit and loss  statement  showing  the results of the
operations of the corporation during its fiscal year.

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     Upon  written  request  of  any  shareholder  or  holder  of  voting  trust
certificates for shares of the corporation,  the corporation  shall mail to such
shareholder  or holder of voting  trust  certificates  a copy of the most recent
such filed balance sheet and profit and loss statement.

     The  balance  sheets and profit and loss  statements  shall be filed in the
registered  office of the corporation in this State,  shall be kept for at least
five (5) years and shall be subject to inspection  during the business  hours by
any shareholder or holder of voting trust certificates, in person or by agent.

                                   ARTICLE VII
                                    DIVIDENDS

     The Board of Directors of this corporation may, from time to time, declare,
and the  corporation may pay,  dividends on its shares in cash,  property or its
own shares, except when the corporation is insolvent or when the payment thereof
would be contrary to any restrictions contained in the Articles of Incorporation
and shall be subject to the provisions of Chapter 607, Florida Statutes.

                                  ARTICLE VIII
                                 CORPORATE SEAL

     The Board of  Directors  shall  provide a  corporate  seal  which  shall be
circular in form and shall have inscribed  thereon the name of this  corporation
and the year and state of its incorporation.

                                   ARTICLE IX
                                    AMENDMENT

     These By-Laws may be repealed or amended, and new by-laws may be adopted by
either the Board of  Directors or the  shareholders,  but the Board of Directors
may  not  amend  or  repeal  any  By-law  adopted  by  the  shareholders  if the
shareholders  specifically  provide that such By-law is not subject to amendment
or  repeal  by the  directors.  No such  amendment  may  terminate  the right to
indemnification  and  advancement of expenses  provided for herein to any person
covered at any time by such provisions.

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