ARTICLES OF INCORPORATION
                                       OF
                             VANDERBILT SQUARE CORP.

     KNOW ALL MEN BY THESE  PRESENTS:  That the  undersigned  person,  acting as
re-incorporator  of a corporation  under the Florida  General  Corporation  Act,
adopts the following Articles of Incorporation for such corporation:

                         ARTICLE I - NAME OF CORPORATION

     The name of the corporation shall be Vanderbilt Square Corp.

                     ARTICLE II - DURATION, PRIOR EXISTENCE

     This  corporation  shall exist  perpetually,  commencing  again on the date
these  Articles  are  filed  in the  Office  of the  Secretary  of  State.  this
corporation  previously  existed,  having been  initially  formed on January 16,
1985, pursuant to document number M10116,  until its merger into another Florida
corporation  on October 11, 1988.  The merger  subsequently  was  rescinded  and
Vanderbilt  Square Corp. is hereby re-formed to restore its charter as a Florida
corporation situated identically as it was prior to the rescinded merger.

                          ARTICLE III - CENTRAL PURPOSE

     The purpose of this  corporation  is to engage in any  activities or lawful
business  permitted for corporations under both the laws of the United States of
America and the State of Florida.

     And, in general,  to carry on any other business or activity  whatsoever in
connection with the foregoing or which is calculated, directly or indirectly, to
promote  the  interest  of  the  corporation  or to  enhance  the  value  of its
properties.

     And, further, to borrow or raise money for any purposes of the Company, and
to secure the same interest,  or for other purpose,  to mortgage all or any part
of the property  corporeal or  incorporeal  rights or franchises of this Company
now owned or hereinafter  acquired,  and to create,  issue,  draw and accept and
negotiate  bonds and  mortgage,  bills of  exchange,  promissory  notes or other
obligations or negotiable instruments.

                           ARTICLE IV - CAPITAL ST0CKS

(I) The  corporation  shall have  authority to issue a maximum of Fifty  Million
(50,000,000)  shares of common stock each share having a par value of $.0001 per
share.

(II)  Authorized  capital  stock may be issued for  payment in real or  personal
property, services, or any other right or thing having a value, in the judgement
of the Board of Directors,  at least equivalent to the full value of stock to be
issued as hereinafter set forth,  and when so issued,  shall become and be fully
paid and non-assessable,  the same as though paid for in cash; and the Directors
shall be the sold judges of the value of any property,  right or thing  acquired
in  exchange  for  capital  stock,  and their  judgment  of such value  shall be
conclusive and binding upon the stockholders of the corporation.

                     ARTICLE V - REGISTERED OFFICE AND AGENT

     The  address  of the  corporation's  registered  office is 517 S. W.  First
Avenue,  Fort Lauderdale,  Florida 33301 and the name of its initial  registered
agent is Eugene Michael Kennedy.

                         ARTICLE VI - BOARD OF DIRECTORS

(I) The corporation  shall have a minimum of one director,  and shall have three
directors initially.  The number of directors may be increased from time to time
by amendment of the Bylaws.

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(II) The  name and  addresses  of the  persons  who are  directors  until  their
successor is elected and qualify are:
Norman H. Becker, 3040 E. Commercial Blvd., Ft. Lauderdale, FL 33308
Ronald A. Martini, 3040 E. Commercial Blvd., Ft. Lauderdale, FL 33308
Diane Aquino, 3040 E. Commercial Blvd., Ft. Lauderdale, FL 33308

                           ARTICLE VII - INCORPORATOR

     The name and address of the incorporator of the corporation is:

                          Eugene Michael Kennedy, Esq.
                          Eugene Michael Kennedy, P.A.
                             517 S. W. First Avenue
                         Fort Lauderdale, Florida 33301

                  ARTICLE VIII - LIABILITY AND INDEMNIFICATION

(I) The  corporation  shall  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending,  or completed action,
suit or proceeding, whether civil or criminal,  administrative or investigative,
by reason of the fact that he is or was a director,  officer, employee, or agent
of the corporation,  or is or was serving at the request of the Corporation as a
director, office, employee, or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees), judgments, fines and amounts paid in settlement,  actually and reasonable
incurred by him in connection  with such action,  suit or proceeding,  including
any  appeal  thereof,  if he acted in good  faith or in a manner  he  reasonably
believed to be in or not opposed to the best interests of the  Corporation,  and
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful.  However,  with respect to any action by or
in the  right  of the  Corporation  to  produce  a  judgment  in its  favor,  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which  such  person is  adjudged  liable for  negligence  or  misconduct  in the
performance of his duty to the Corporation  unless, and only to the extent that,
the court in which such action or suit was brought  determines,  on application,
that despite the adjudication of liability, such person is fairly and reasonably
entitled  to  indemnity  in view  of all  the  circumstances  of the  case.  Any
indemnification  hereunder shall be made only an a determination by seventy-five
percent (75%) vote of disinterested directors, that indemnification is proper in
the particular  circumstances  because the party to be  indemnified  has met the
applicable standard of conduct.  Determination of any action, suit or proceeding
by judgment,  order, settlement,  conviction, or on a plea of nolo contenders or
its equivalent,  shall not, of itself,  create a presumption  that the party did
not meet the applicable  standard of conduct.  Indemnification  hereunder may be
paid by the Corporation in advance of the final disposition of any action,  suit
or  proceeding,  on a  preliminary  determination  that the  director,  officer,
employee,  or agent met the applicable standard of conduct and on receipt of any
undertaking  by or on behalf of the  director,  officer,  employee,  or agent to
repay such amount,  unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in the section.

(II) The  Corporation  shall also indemnify any director,  officer,  employee or
agent who has been  successful  on the  merits or  otherwise,  in defense of any
action, suit or proceeding, or in defense of any claim, issue or matter therein,
against  all  expenses,  including  attorney's  fees,  actually  and  reasonably
incurred by his in connection therewith, without the necessity of an independent
determination that such director, officer, employee or agent met any appropriate
standard of conduct.

(III) The  indemnification  provided for herein shall  continue as to any person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors,, and administrators of such person.

(IV) In addition to the  indemnification  provided for herein,  the  Corporation
shall  have  power  to make any  other or  further  indemnification,  except  an
indemnification  against  gross  negligence  or  willful  misconduct,  under any
resolution or agreement duly adopted by a majority of  disinterested  directors,
or duly authorized by a majority of stockholders.
(V)  If any  expense  or  other  amounts  are  paid  by way of  indemnification,
otherwise than by court order or action by the  stockholders  or by an insurance
carrier  pursuant to insurance  maintained by the  Corporation,  the Corporation
shall, not later than the time of delivery to the stockholders of written notice
of the next annual meeting,  unless such meeting is held within three (3) months
from the date of such payment,  deliver by mail to each stockholder of record at
the time entitled to vote for the election of directors,  a statement specifying
the persons  paid,  the amounts  paid,  and the nature and status at the time of
such payment, of the litigation or threatened litigation.

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(VI) The  Corporation  shall have power to purchase  and  maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against his and incurred by him in any such capacity, or arising out of
his status as such,  whether or not the  Corporation  would  have  authority  to
indemnify him against such liability under the provisions of these articles,  or
under law.

                             ARTICLE IX - AMENDMENT

     This  corporation  reserves  the  right to amend or repeal  any  provisions
contained in these Articles of Incorporation;  or any amendment hereto,  and any
right conferred upon the shareholders is subject to this reservation.

     IN WITNESS WHEREOF, the undersigned incorporator has executed the foregoing
Articles of Incorporation  has executed the foregoing  Articles of Incorporation
this 21st day of September, 1989.



                                              /s/ Eugene M. Kennedy

                                              EUGENE MICHAEL KENNEDY


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STATE OF FLORIDA:       )
                        )
COUNTY OF FROWARD:      )

     BEFORE ME the undersigned  authority,  personally appeared,  Eugene Michael
Kennedy, who is to me well know to be the person described in and who subscribed
the  above  Articles  of  Incorporation,  and  he  did  freely  and  voluntarily
acknowledge  before me according to law that he made and subscribed the same for
the uses and purposes therein mentioned and set forth.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and official seal in the
State and County last aforesaid, this 2nd day of September, 1989.


                                                         /s/

                                                         Notary Public

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            CERTIFICATE DESIGNATING PLACE OF SERVICE OR DOMICILE FOR
             THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING, AGENT
                         UPON WHOM PROCESS MAY BE SERVED


     In  compliance  with Section  48.091,  Florida  Statutes,  the following is
submitted:

That Vanderbilt Square Corp., desiring to organize again, having been previously
organized on January 16, 1985 under  document  number M 10116 and  following its
previous  rescinded merger into another Florida  corporation,  under the laws of
the State of  Florida,  as its agent to accept  service of process  within  this
State.

ACKNOWLEDGMENT:

     Having  been  named  to  accept  service  of  process  for the  above-named
Corporation, at the place designated in this certificate, the undersigned agrees
to act in this capacity, and agrees to comply with the provisions of Florida law
relative to keeping the designated office open.

                                                   EUGENE MICHAEL KENNEDY, ESQ.
                                                   Registered Agent



   Dated: September 21, 1989                       /s/