ARTICLES OF INCORPORATION
                                       OF

                            SUN ASSET HOLDINGS, INC.

FIRST.  THE NAME OF THE  CORPORATION  IS:  SUN  ASSET  HOLDINGS,  INC.

SECOND.  WHILE ITS PRINCIPAL PLACE O(POUND)  BUSINESS IN THE STATE OF FLORIDA IS
LOCATED  AT  1966  N.  JOHN  YOUNG  PARKWAY,  KISSIMMEE,   FLORIDA  34741,  THIS
CORPORATION  MAY MAINTAIN AN OFFICE,  OR OFFICES,  IN SUCH OTHER PLACE WITHIN OR
WITHOUT THE STATE O(POUND) FLORIDA AS MAY BE FROM TIME TO TIME DESIGNATED BY THE
BOARD OF DIRECTORS, OR BY THE BY-LAWS OF SAID CORPORATION,  AND THIS CORPORATION
MAY CONDUCT ALL  CORPORATION  BUSINESS OF EVERY KIND AND NATURE,  INCLUDING  THE
HOLDING OF ALL  MEETINGS OF  DIRECTORS  AND  STOCKHOLDERS,  OUTSIDE THE STATE OF
FLORIDA AS WELL AS WITHIN THE STATE OF FLORIDA.

THIRD.  THE OBJECTS FOR WHICH THIS FOR PROFIT  FLORIDA  CORPORATION IS FORMED IN
ACCORD WITH THE FLORIDA STATUTES COVERING A PROFIT CORPORATION ARE: TO ENGAGE IN
ANY LAWFUL ACTIVITY, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING:

(A)      SHALL HAVE SUCH RIGHTS,  PRIVILEGES AND POWERS AS MAY BE CONFERRED UPON
         CORPORATIONS BY ANY EXISTING LAW.

(B)      MAY AT ANY TIME EXERCISE SUCH RIGHTS,  PRIVILEGES AND POWERS,  WHEN NOT
         INCONSISTENT WITH THE PURPOSES AND OBJECTS,  FOR WHICH THIS CORPORATION
         IS ORGANIZED.

(C)      SHALL HAVE THE POWER TO HAVE  SUCCESSION BY ITS CORPORATE  NAME FOR THE
         PERIOD LIMITED IN ITS ARTICLES OF INCORPORATION,  AND WHEN NO PERIOD IS
         LIMITED,  PERPETUALLY,  OR UNTIL  DISSOLVED  AND ITS  AFFAIRS  WOUND UP
         ACCORDING TO LAW.

(D)      SHALL HAVE THE POWER TO SUE AND BE SUED IN ANY COURT OF LAW OR EQUITY.

(E)      SHALL HAVE THE POWER TO MAKE CONTRACTS.

(F)      SHALL HAVE THE POWER TO HOLD,  PURCHASE  AND CONVEY  REAL AND  PERSONAL
         ESTATE AND TO MORTGAGE OR LEASE ANY SUCH REAL AND PERSONAL  ESTATE WITH
         ITS  FRANCHISES.  THE  POWER TO HOLD  REAL AND  PERSONAL  ESTATE  SHALL
         INCLUDE THE POWER TO TAKE THE SAME BY DEVISE OR BEQUEST IN THE STATE OF
         FLORIDA, OR IN ANY OTHER STATE, TERRITORY OR COUNTRY.

(G)      SHALL HAVE THE POWER TO APPOINT SUCH OFFICERS AND AGENTS AS THE AFFAIRS
         OF  THE  CORPORATION   SHALL  REQUIRE,   AND  TO  ALLOW  THEM  SUITABLE
         COMPENSATION.

(H)      SHALL  HAVE  THE  POWER  TO MAKE  BY-LAWS  NOT  INCONSISTENT  WITH  THE
         CONSTITUTION OR LAWS OF THE UNITED STATES,  OR OF THE STATE OF FLORIDA,
         FOR THE  MANAGEMENT,  REGULATION  AND  GOVERNMENT  OF ITS  AFFAIRS  AND
         PROPERTY,  THE TRANSFER OF ITS STOCK,  THE TRANSACTION OF ITS BUSINESS,
         AND THE CALLING AND HOLDING OF MEETINGS OF ITS STOCKHOLDERS.

(I)      SHALL HAVE THE POWER TO WIND UP AND DISSOLVE ITSELF,  OR BE WOUND UP OR
         DISSOLVED.


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(J)      SHALL HAVE THE POWER TO ADOPT AND USE A COMMON SEAL OR STAMP, AND ALTER
         THE SAME AT _PLEASURE. THE USE OF A SEAL OR STAMP BY THE CORPORATION ON
         ANY CORPORATE  DOCUMENTS IS NOT  NECESSARY.  THE.CORPORATION  MAY USE A
         SEAL OR STAMP,  IF IT DESIRES,  BUT SUCH USE OR NONUSE SHALL NOT IN ANY
         WAY AFFECT THE LEGALITY OF THE DOCUMENT.

(K)      SHALL HAVE THE POWER TO BORROW MONEY AND CONTRACT  DEBTS WHEN NECESSARY
         FOR  THE  TRANSACTION  OF ITS  BUSINESS,  OR FOR  THE  EXERCISE  OF ITS
         CORPORATE,  RIGHTS,  PRIVILEGES OR FRANCHISES,  OR FOR ANY OTHER LAWFUL
         PURPOSE OF ITS INCORPORATION;  TO ISSUE BONDS,  PROMISSORY NOTES, BILLS
         OF  EXCHANGE,  DEBENTURES,  AND  OTHER  OBLIGATIONS  AND  EVIDENCES  OF
         INDEBTEDNESS, PAYABLE AT A SPECIFIED TIME OR TIMES, OR PAYABLE UPON THE
         HAPPENING OF A SPECIFIED EVENT OR EVENTS,  WHETHER SECURED BY MORTGAGE,
         PLEDGE OR OTHERWISE,  OR UNSECURED,  FOR MONEY BORROWED,  OR IN PAYMENT
         FOR PROPERTY PURCHASED, OR ACQUIRED, OR FOR ANY OTHER LAWFUL OBJECT_

(L)      SHALL  HAVE THE  POWER TO  GUARANTEE,  PURCHASE,  HOLD,  SELL,  ASSIGN,
         TRANSFER,  MORTGAGE,  PLEDGE OR OTHERWISE  DISPOSE OF THE SHARES OF THE
         CAPITAL  STOCK OF,  OR.  ANY  BONDS,  SECURITIES  OR  EVIDENCES  OF THE
         INDEBTEDNESS  CREATED  BY,  ANY  OTHER  CORPORATION  OF  THE  STATE  OF
         FLORIDA,,  OR ANY OTHER STATE OR GOVERNMENT,  AND, WHILE OWNERS OF SUCH
         STOCK, BONDS, SECURITIES OR EVIDENCES OF INDEBTEDNESS,  TO EXERCISE ALL
         THE RIGHTS, POWERS AND PRIVILEGES OF OWNERSHIP,  INCLUDING THE RIGHT TO
         VOTE, IF ANY.

(M)      SHALL HAVE THE POWER TO PURCHASE, HOLD, SELL AND TRANSFER SHARES OF ITS
         OWN CAPITAL  STOCK,  AND USE  THEREFOR ITS  CAPITAL,  CAPITAL  SURPLUS,
         SURPLUS, OR OTHER PROPERTY OR FUND.

(N)      SHALL HAVE THE POWER TO CONDUCT BUSINESS, HAVE ONE OR MORE OFFICES, AND
         HOLD,  PURCHASE,  MORTGAGE AND CONVEY REAL AND PERSONAL PROPERTY IN THE
         STATE  OF  FLORIDA,  AND IN ANY OF  THE  SEVERAL  STATES,  TERRITORIES,
         POSSESSIONS AND DEPENDENCIES  O(POUND) THE UNITED STATES,  THE DISTRICT
         OF COLUMBIA, AND ANY FOREIGN COUNTRIES.

(0)      SHALL HAVE THE POWER TO DO ALL AND EVERYTHING  NECESSARY AND PROPER FOR
         THE  ACCOMPLISHMENT  OF  THE  OBJECTS  ENUMERATED  IN ITS  ARTICLES  OF
         INCORPORATION,  or ANY AMENDMENT THEREOF, OR NECESSARY OR INCIDENTAL TO
         THE  PROTECTION  AND BENEFIT OF THE  CORPORATION,  AND, IN GENERAL,  TO
         CARRY ON ANY LAWFUL BUSINESS  NECESSARY OR INCIDENTAL TO THE ATTAINMENT
         OF THE  OBJECTS OF THE  CORPORATION,  WHETHER OR NOT SUCH  BUSINESS  IS
         SIMILAR  IN  NATURE  TO  THE  OBJECTS  SET  FORTH  IN THE  ARTICLES  OF
         INCORPORATION OF THE CORPORATION, OR ANY AMENDMENT THEREOF.

(P)      SHALL HAVE THE POWER TO MAKE  DONATIONS  FOR THE PUBLIC  WELFARE OR FOR
         CHARITABLE, SCIENTIFIC OR EDUCATIONAL PURPOSES.

(Q)      SHALL HAVE THE POWER TO ENTER INTO PARTNERSHIPS, GENERAL OR LIMITED, OR
         JOINT  VENTURE,  IN CONNECTION  WITH ANY LAWFUL  ACTIVITIES,  AS MAY BE
         ALLOWED BY LAW.

FOURTH.  SECTION 1. THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK WHICH THE
CORPORATION SHALL HAVE AUTHORITY TO ISSUE is 100, 100,000,  OF WHICH 100,000,000
SHARES, SHALL BE COMMON STOCK WITH A PAR VALUE OF $0.0001 PER SHARE, AND 100,000
SHARES SHALL BE SERIAL PREFERRED STOCK WITH A PAR VALUE OF $0.0001. PER SHARE.


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                  SECTION 2. THE HOLDERS OF THE COMMON STOCK ARE ENTITLED AT ALL
TIMES TO ONE VOTE FOR EACH SHARE AND TO SUCH DIVIDENDS AS THE BOARD OF DIRECTORS
MAY IN THEIR DISCRETION FROM TIME TO TIME LEGALLY DECLARE,  SUBJECT, HOWEVER, TO
THE VOTING AND DIVIDEND  RIGHTS,  IF ANY, OF THE HOLDERS OF THE SERIAL PREFERRED
STOCK.  IN THE  EVENT  OF ANY  LIQUIDATION,  DISSOLUTION  OR  WINDING  UP OF THE
CORPORATION,  THE REMAINING  ASSETS OF THE CORPORATION  AFTER THE PAYMENT OF ALL
DEBTS AND NECESSARY EXPENSES,  SUBJECT, HOWEVER, TO THE RIGHTS OF THE HOLDERS OF
THE SERIAL  PREFERRED  STOCK THEN  OUTSTANDING,  SHALL BE DISTRIBUTED  AMONG THE
HOLDERS  OF THE  COMMON  STOCK  PRO RATA IN  ACCORDANCE  WITH  THEIR  RESPECTIVE
HOLDINGS.  THE COMMON STOCK IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THE
SERIAL  PREFERRED  STOCK AS  FIXED BY THE  BOARD  OF  DIRECTORS  AS  HEREINAFTER
PROVIDED.

                  SECTION 3. THE SERIAL  PREFERRED  STOCK  SHALL BE ISSUED  FROM
TIME TO TIME IN ONE OR MORE SERIES WITH SUCH DISTINCTIVE SERIAL DESIGNATIONS AND
(A) MAY HAVE SUCH  VOTING  POWERS,  FULL OR  LIMITED,  OR MAY BE WITHOUT  VOTING
POWERS;  (B) MAY BE  SUBJECT  TO  REDEMPTION  AT SUCH  TIME OR TIMES AND AT SUCH
PRICES;  (C) MAY BE ENTITLED TO RECEIVE  DIVIDENDS  (WHICH MAY BE  CUMULATIVE OR
NON-CUMULATIVE) AT SUCH RATE OR RATES, ON SUCH CONDITIONS, AND AT SUCH TIMES AND
PAYABLE IN PREFERENCE  TO, OR IN SUCH RELATION TO, THE DIVIDENDS  PAYABLE ON ANY
OTHER  CLASS OR CLASSES OR SERIES OF STOCK;  (D) MAY HAVE SUCH  RIGHTS  UPON THE
DISSOLUTION OF, OR UPON ANY DISTRIBUTION OF THE ASSETS OF, THE CORPORATION;  (E)
MAY BE MADE CONVERTIBLE  INTO, OR EXCHANGEABLE FOR, SHARES OF ANY OTHER CLASS OR
CLASSES  OR OF ANY OTHER  SERIES OF THE SAME OR ANY OTHER  CLASS OR  CLASSES  OF
STOCK OF THE CORPORATION,  AT SUCH PRICE OR PRICES OR AT SUCH RATES OF EXCHANGE,
AND  WITH  SUCH   ADJUSTMENTS;   AND  (F).  SHALL  HAVE  SUCH  OTHER   RELATIVE,
PARTICIPATING,  OPTIONAL  OR  SPECIAL  RIGHTS,  QUALIFICATIONS,  LIMITATIONS  OR
RESTRICTIONS  THEREOF,  ALL AS SHALL  HEREAFTER  BE STATED AND  EXPRESSED IN THE
RESOLUTION OR  RESOLUTIONS  PROVIDING FOR THE ISSUANCE OF SUCH SERIAL  PREFERRED
STOCK FROM TIME TO TIME ADOPTED BY THE BOARD OF DIRECTORS  PURSUANT TO AUTHORITY
to DO SO WHICH IS HEREBY VESTED IN THE BOARD.

FIFTH. THE GOVERNING BOARD OF THIS CORPORATION SHALL be KNOWN AS DIRECTORS,  AND
THE NUMBER OF DIRECTORS  MAY FROM TIME TO TIME BE INCREASED OR DECREASED IN SUCH
A MANNER AS SHALL BE PROVIDED BY THE BY-LAWS OF THIS CORPORATION, PROVIDING THAT
THE NUMBER OF DIRECTORS SHALL NOT BE REDUCED TO FEWER THAN TWO (2).

         THE NAME AND POST OFFICE ADDRESS OF THE FIRST BOARD OF DIRECTORS  SHALL
BE TWO (2) IN NUMBER AND LISTED AS FOLLOWS:

         NAME                                        POST OFFICE ADDRESS

WILLIAM E.K. HATHAWAY, IL,                           1966 N. JOHN YOUNG PARKWAY

DIRECTOR AND CHIEF EXECUTIVE OFFICER                 KISSIMMEE, FLORIDA 34,741

CHARLES C. FREY,                                     1966 N. JOHN YOUNG PARKWAY.

DIRECTOR AND CHIEF OPERATING OFFICER                 KISSIMMEE, FLORIDA 34741


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SIXTH.  The capital stock,  after the amount of the  subscription  price, or par
value,  has been paid in, shall not be subject to assessment to pay the debts of
the corporation.

SEVENTH.  The name and post  office  address  of the  Incorporator  signing  the
Articles of Incorporation is as follows:

         NAME                                        POST OFFICE ADDRESS
         Roger A. Kimmel, Jr.                        114 Barrington Town Square
                                                     Suite 159
                                                     Aurora, Ohio 44202

EIGHTH. The resident agent for this corporation shall be:

                                 CHARLES C. FREY

The address of said agent,  and, the  registered  or  statutory  address of this
corporation in the State of Florida, shall be:

                           1966 N. John Young Parkway
                            Kissimmee, Florida 34741

NINTH. The corporation is to have perpetual existence.

TENTH. In Furtherance and not in limitation of the powers  conferred by statute,
the Board of Directors is expressly authorized:

         Subject to the By-Laws,  if any, adopted by the Stockholders,  to make,
alter or amend the By-Laws of the Corporation. .

         To fix the amount to be reserved as working  capital over and above its
capital  stock paid in; to  authorize  and cause to be executed,  mortgages  and
liens upon the real and personal property of this Corporation.

         By resolution passed by a majority of the whole Board, to designate one
(1) or  more  committees,  each  committee  to  consist  of one or  more  of the
Directors of the Corporation,  which, to the extent provided in, the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers, of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation.  Such committee, or committees,  shall have such name, or names, as
may be stated in the By-Laws of the  Corporation,  or as may be determined  from
time to time by resolution adopted by the Board of Directors.

         When and as  authorized  by the  affirmative  vote of the  Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders  meeting called for that purpose,  or when authorized by
the written consent of the holders


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of at least a majority of the voting stock issued and outstanding,  the Board of
Directors  shall have the power and authority at any meeting to, sell,  lease or
exchange all of the property and assets of the  Corporation,  including its good
will and its corporate  franchises,  upon such terms and conditions as its Board
of Directors deems expedient and for the best interests of the Corporation.

         The  Board  of  Directors  may,  by  resolution  or  resolutions,   use
authorized  but unissued  shares of Common  Stock and  Preferred  Stock  without
shareholder  approval  in order to  acquire  businesses,  to  obtain  additional
financing or for other corporate  purposes.  Purchases of Convertible  Preferred
Stock  shall be treated in all  respects as  equivalent  to  purchases  o(pound)
common stock, such that, upon acquisition, the requisite holding pERIOD for Rule
144 purposes shall begin when the Convertible  Preferred Stock is acquired,  and
not when it is  converted  from  Preferred  to  Common  Stock.  Accordingly,  if
Preferred Stock has been held for longer than two years and the holder is not an
affiliate,  it  shall  be  eligible  for the safe  harbor  afforded  by Rule 144
immediately  upon  conversion  from  Preferred  to Common,  as tacking  shall be
explicitly  permitted between the Preferred Stock Certificate and its equivalent
Common Stock Certificate (or Certificates).

         The  Board of  Directors  shall  have the  right to  reincorporate  the
Company,  to  declare  splits or  reverse  splits  of the stock of the  Company,
increase or decrease the number of Common and/or Preferred shares  authorized to
be issued and outstanding,  or otherwise act on matters concerning the corporate
status and capital structure of the Company, without shareholder approval.

ELEVENTH. No shareholder shall be entitled as a matter of right to subscribe for
or receive  additional shares of any class of stock of the Corporation,  whether
now or hereafter authorized,  or any bonds, debentures or securities convertible
into stock, but such additional shares of stock or other securities  convertible
into  stock may be  issued or  disposed  of by the  Board of  Directors  to SUCH
persons and on such terms as in its discretion it shall deem advisable.

TWELFTH. No director or officer of the Corporation shall be personally liable to
the Corporation or any of its  stockholders  for damages for breach of fiduciary
duty as a director or officer involving any act or omission of any such director
or officer, provided,  however, that the foregoing provision shall not eliminate
or limit the liability of a director or officer (i) for acts or omissions  which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment  of  dividends  in  violation  of the  Florida  Statutes.  Any repeal or
modification of this Article by the  stockholders  of the  Corporation  shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability  of a director  or officer of the  Corporation  for acts or  omissions
prior to. such. repeal or modification.

THIRTEENTH.  This  corporation  reserves  the right to amend,  alter,  change or
repeal any provision  contained in the Articles of Incorporation,  in the manner
now or


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hereafter  prescribed by statute,  or by the Articles of Incorporation,  and all
rights  conferred  upon   Stockholders   herein  are  granted  subject  to  this
reservation.

         The effective date of these Articles of  Incorporation  shall be and it
is January 17th, 2003.

         1,  Roger A.  Kimmel,  Jr.,  the  undersigned,  being the  incorporator
hereinbefore  named, for the purpose of forming a corporation  under the laws of
the State of Florida do make and file these  Articles of  Incorporation,  and do
hereby certify that this is my act and deed and that the facts herein stated are
true; and I have, accordingly, signed below this I 'y'day of January, 2003.

                                                  INCORPORATOR


                                                  /s/ Roger A kimmel, Jr.
                                                  -----------------------
                                                  Roger A kimmel, Jr.