BY-LAWS

                           OF SUN ASSET HOLDINGS, INC.


                                   ARTICLE I.

                            Meetings of Shareholders

         1.  Shareholders'   Meetings  shall  be  held  in  the  office  of  the
corporation,  at  Kissimmee,  Florida,  or at such other  place or places as the
Directors shall, from time to time, determine.

         2. The annual meeting of the shareholders of this corporation  shall be
held at 11:00 a.m.,  on the 17`h day of January of each year  beginning in 2004,
at which time there shall be elected by the  shareholders  of the  corporation a
Board of Directors for the ensuing year,  and the  shareholders  shall  transact
such other business as shall properly come before them. If the day fixed for the
annual  meeting  shall be a legal holiday such meeting shall be held on the next
succeeding business day.

         3. A notice signed by any Officer of the  corporation  or by any person
designated by the Board of  Directors,  which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed  postage  prepaid,  at the  address  as  appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his/her/its  last known  address,  at least ten (10) days prior to the annual
meeting.

         Whenever any notice  whatever is required to be given under any article
of these By-Laws,  a waiver thereof in writing,  signed by the person or persons
entitled to the notice,  whether  before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.

         4. A majority of the shares issued and outstanding, either in person or
by proxy,  shall  constitute  a quorum for the  transaction  of  business at any
meeting of the shareholders.

         5. If a quorum is not present at the annual meeting,  the  shareholders
present,  in person or by proxy,  may  adjourn to such  future  time as shall be
agreed upon by them,  and notice of such  adjournment  shall be mailed,  postage
prepaid,  to each  shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see  fit,  and no  notice  of such  adjournment  need be
given.

         6. Special meetings of the shareholders may be called at anytime by the
President;  by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation.
The Secretary shall send a notice of such called meeting to each  shareholder of
record at least ten (10) days before such  meeting,  and such notice shall state
the time and place of the meeting, and the


<PAGE>


object  thereof.  No business shall be transacted at a special meeting except as
stated in the notice to the  shareholders,  unless by  unanimous  consent of all
shareholders present, either in person or by proxy.

         7. Each  shareholder  shall be  entitled  to one vote for each share of
stock  in  his/her/its  own  name  on  the  books  of the  corporation,  whether
represented in person or by proxy.

         8. At all meetings of  shareholders,  a  shareholder  may vote by proxy
executed  in  writing  by the  shareholder  or by  his/her/its  duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
corporation before or at the time of the meeting.

         9. The following order of business shall be observed at all meetings of
the shareholders so far as is practicable:

         a.       Call the roll;
         b.       Reading,  correcting,  and  approving  of the  minutes  of the
                  previous meeting;
         c.       Reports of Officers;
         d.       Reports of Committees;
         e.       Election of Directors;
         f.       Unfinished business; and
         g.       New business.

         10. Unless  otherwise  provided by law, any action required to be taken
at a meeting of the  shareholders,  or any other  action which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting  if a consent in
writing,  setting  forth the  action to be taken,  shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

         11.  Closing of Transfer  Books or Fixing of the Record  Date.  For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of shareholders  or adjournment  thereof,  or  shareholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
shareholders  for any other purpose,  the Board of Directors of the  Corporation
may  provide  that the stock  transfer  books shall be closed for the purpose of
determining  shareholders  entitled  to notice of or to vote at a meeting on the
date on which the resolution of the Board of Directors  declaring such dividend,
as  the  case  may  be,  and  this  date  shall  be the  record  date  for  such
determination of shareholders.  When 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.

         12. Voting of Shares. Subject to the provisions, each outstanding share
eligible to vote shall be entitled to one (1) vote upon each matter submitted to
a vote at a meeting of the  shareholders.  Upon demand of any  stockholder,  the
vote for  directors or upon any question  before the Meeting shall be by ballot.
In the election of  directors,  a plurality  of the votes cast shall elect.  Any
other action shall be authorized by a minimum of the holders of shares entitling
them to exercise a majority of the voting power of the Company.


<PAGE>


         13. Voting of Shares by Certain Shareholders. Shares outstanding in the
name of another corporation may be voted by such officer, agent, or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation shall determine.

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

         14. Informal Action by Shareholders.  Unless otherwise provided by law,
any action required to be taken at a meeting of the  shareholders,  or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing,  setting forth the action so taken,  shall be
signed by a minimum  of the  holders  of shares  entitling  them to  exercise  a
majority of the voting power of the Company.

         15.  Non-cumulative  Voting.  Unless otherwise provided by law, at each
election of Directors, every shareholder entitled to vote in such 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 and for whose  election
he/she/it has a right to vote.


                                   ARTICLE II

                                      Stock

         1.  Certificates  of stock  shall be in a form  adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.

         2. All certificates  shall be consecutively  numbered;  the name of the
person or entity owning the shares represented thereby,  with the number of such
shares and the date of issue shall be entered on the company's books.

         3. All certificates of stock  transferred by endorsement  thereon shall
be surrendered by cancellation and new  certificates  issued to the purchaser or
assignee.

         4. Upon  surrender  to the  corporation  or the  transfer  agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation.

         5. The  corporation  shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and accordingly,  shall not be bound to
recognize  any equitable or other claim to or interest in such share on the part
of any  other  person  whether  or not it shall  have  express  or other  notice
thereof, except as expressly provided by the laws of this state.


<PAGE>




         6. Whenever the corporation  shall be authorized to issue more than one
class of stock or more than one series of any class of stock,  and  whenever the
corporation  shall  issue  any  share of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
Florida  Statutes.  Any restrictions on the transfer or registration of transfer
of any shares of stock of any class or series  shall be noted  conspicuously  on
the certificate representing such shares.

         7. The corporation may issue a new certificate of stock in place of any
certificate thereto(euro)ore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed  certificate,  or  his/her/its  legal  representative,  to give the
corporation a bond  sufficient to indemnify  the  corporation  against any claim
that  may  be  made  against  it on  account  of the  alleged  loss,  theft,  or
destruction of any such certificate or the issuance of any such new certificate.


                                   ARTICLE III

                                    Directors

         1. A Board of  Directors,  consisting of at least two (2) persons shall
be chosen annually by the shareholders at their meeting to manage the affairs of
the  corporation.  The  Directors'  term of office  shall be one (1)  year,  and
Directors may be re-elected for successive annual terms.

         2. Vacancies on the Board of Directors by reason of death,  resignation
or other causes shall be filled by the remaining  Director or Directors choosing
a Director or Directors to fill the unexpired term.

         3.  Regular  meetings of the Board of  Directors  shall be held at 1:00
p.m., on the 17' day of January of each year  beginning in 2004 at the office of
the  corporation  at Kissimmee,  Florida,  or at such other time or place as the
Board of Directors shall by resolution  appoint;  special meetings may be called
by the President or any Director  giving ten (10) days notice to each  Director.
Special  meetings may also be called by execution of the  appropriate  waiver of
notice and called when executed by a majority of the Directors of the company. A
majority of the Directors shall constitute a quorum.

         4. The Directors  shall have the general  management and control of the
business and affairs of the  corporation  and shall exercise all the powers that
may be  exercised  or  performed by the  corporation,  under the  statutes,  the
Articles of  Incorporation,  and the By-Laws.  Such  management will be by equal
vote of each member of the Board of Directors  with each Board member  having an
equal vote.
           5. The act of the majority of the  Directors  present at a meeting at
which a quorum is present shall be the act of the Directors.


<PAGE>


         6. A resolution, in writing, signed by all or a majority of the members
of the Board of Directors,  shall constitute action by the Board of Directors to
effect  therein  expressed,  with the same  force  and  effect  as  though  such
resolution had been passed at a duly convened meeting;  and it shall be the duty
of the  Secretary  to record  every such  resolution  in the Minute  Book of the
corporation under its proper date.

         7. Any or all of the  Directors may be removed for cause by vote of the
shareholders  or by action of the Board.  Directors may be removed without cause
only by vote of the shareholders.

         8. A Director  may resign at any time by giving  written  notice to the
Board,  the  President or the  Secretary of the  corporation.  Unless  otherwise
specified in the notice,  the resignation shall take effect upon receipt thereof
by the Board or such Officer, and the acceptance of the resignation shall not be
necessary to make it effective.

         9. A  Director  of the  corporation  who is present at a meeting of the
Directors at which action on any corporate  matter is taken shall be presumed to
have  assented to the action  taken  unless his dissent  shall be entered in the
minutes of the meeting or unless  he/she shall file his/her  written  dissent to
such action with the person  acting as the  Secretary of the meeting  before the
adjournment  thereof or shall  forward  such dissent by  registered  mail to the
Secretary of the corporation  immediately  after the adjournment of the meeting.
Such right to dissent  shall not apply to a Director  who voted in favor of such
action.

           10. Use of Common and Preferred Stock Without  Shareholder  Approval.
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  of 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).

           11.  Compensation.  By  resolution  of the Board of  Directors,  each
Director may be reimbursed for expenses of attending any meeting and may be paid
a stated salary as a Director,  or a fixed sum for attendance at each meeting of
the Board of Directors,  or both.  No such payment  shall  preclude any Director
from serving the  corporation in any other  capacity and receiving  compensation
therefrom.

           12. Special  Powers.  The Board of Directors  shall have the right to
re-incorporate the corporation, to declare splits or reverse splits of the stock
of the  corporation,  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  corporation,
without shareholder approval.


<PAGE>


         13.  Preferred  Stock.  The  Board of  Directors  shall be  authorized,
without action by the stockholders to issue such Preferred  Stock,  from time to
time,  in one or more series,  and each series shall be known and  designated by
such  designations as may be stated and expressed in a resolution or resolutions
adopted by the Board of Directors of the  corporation and as shall have been set
forth in a certificate made, executed,  acknowledged,  filed and recorded in the
manner  required  by the laws of the State of  Florida in order to make the same
effective. Each series shall consist of such number of shares as shall be stated
and  expressed in such  resolution  or  resolutions  providing  for the issue of
Preferred Stock of such series together with such additional number of shares as
the  Board of  Directors  by  resolution  or  resolutions  may from time to time
determine  to issue as a part of such  series.  All  shares of any one series of
such  Preferred  Stock  shall be alike in every  particular  except  that shares
issued at different  times may accumulate  dividends from different  dates.  The
Board of Directors  shall have the power and authority to state and determine in
the  resolution  or  resolutions  providing  for the  issue  of each  series  of
Preferred  Stock the  number of shares  of each  such  series  authorized  to be
issued,  the  voting  powers  (if any)  and the  designations,  preferences  and
relative,  participating,  optional or other  rights  appertaining  to each such
series, and the qualifications,  limitations or restrictions thereof (including,
but not by way of  limitation)  the full power and  authority to determine as to
the Preferred Stock of each such series,  the rate or rates of dividends payable
thereon,  the times of payment  of such  dividends,  the prices and manner  upon
which the same may be  redeemed,  the amount or amounts  payable  thereon in the
event of  liquidation,  dissolution  or winding up of the  corporation or in the
event of any merger or  consolidation  of or sale of assets by the  corporation,
the rights (if any) to convert the same into,  and/or to purchase,  stock of any
other class or series,  the terms of any sinking fund or  redemption or purchase
account  (if any) to be  provided  for  shares of such  series of the  Preferred
Stock,  restrictions on ownership and transfer to preserve tax benefits, and the
voting powers (if any) of the holders of any series of Preferred Stock generally
or with respect to any particular  matter,  which may be less than,  equal to or
greater than one vote per share,  and which may, without limiting the generality
of the  foregoing,  include the right,  voting as a series by itself or together
with the  holders  of any  other  series  of  Preferred  Stock or all  series of
Preferred  Stock as a class,  to elect one or more directors of the  corporation
generally or under such specific circumstances and on such conditions,  as shall
be provided in the resolution or  resolutions of the Board of Directors  adopted
pursuant hereto,  including,  without limitation,  in the event there shall have
been a default in the payment of dividends on or  redemption  of any one or more
series of Preferred Stock.

    In accord with the Florida  Statutes,  the Board of  Directors  is expressly
vested  with  authority  to  decrease  the  number of  shares  of any  series of
Preferred  Stock (but not below the number  outstanding)  by providing  that any
unissued shares  previously  assigned to such series shall no longer  constitute
part thereof and may assign such unissued shares to an existing or newly created
series.  Conversely,  and in  accord  with the  Florida  Statutes,  the Board of
Directors is expressly  vested with  authority from time to time to increase the
number of shares of any series of Preferred Stock.


<PAGE>


                                   ARTICLE IV

                                    Officers

         1. The Officers of this corporation shall consist of. a President,  one
or more Vice Presidents, Secretary, Treasurer, and such other officers as shall,
from time to time, be elected or appointed by the Board of Directors.

         2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders  and shall have general  charge and control over the affairs of the
corporation subject to the Board of Directors.  He/She shall sign or countersign
all  certificates,  contracts  and  other  instruments  of  the  corporation  as
authorized  by the Board of Directors and shall perform all such other duties as
are  incident  to  his/her  office or are  required  by  him/her by the Board of
Directors.

         3. The VICE  PRESIDENT  shall  exercise the  function of the  President
during the absence or disability of the President and shall have such powers and
such duties as may be assigned  to him/her,  from time to time,  by the Board of
Directors.

         4. The  SECRETARY  shall issue  notices for all meetings as required by
the  By-Laws,  shall  keep a record of the  minutes  of the  proceedings  of the
meetings of the shareholders  and Directors,  shall have charge of the corporate
books, and shall make such reports and perform such other duties as are incident
to his/her  office,  or properly  required of him/her by the Board of Directors.
He/She  shall  be  responsible  that the  corporation  supplies  to the  Florida
Resident Agent in Florida, any and all amendments to the corporation's  Articles
of  Incorporation  and any and all  amendments  or changes to the By-Laws of the
corporation.

         5. The TREASURER shall have the custody of all monies and securities of
the corporation  and shall keep regular books of account.  He/She shall disburse
the  funds of the  corporation  in  payment  of the  just  demands  against  the
corporation,  or as may be  ordered  by the Board of  Directors,  making  proper
vouchers for such disbursements and shall render to the Board of Directors, from
time  to  time,  as may be  required  of  him/her,  an  account  of all  his/her
transactions  as Treasurer  and of the financial  condition of the  corporation.
He/She shall perform all duties incident to his/her office or which are properly
required of him/her by the Board of Directors.

         6.  The  RESIDENT  AGENT  shall  be  in  charge  of  the  corporation's
registered  office  in the  State of  Florida,  upon whom  process  against  the
corporation may be served and shall perform all duties required of him/her/it by
statute.

         7.  The  salaries  of all  Officers  shall  be  fixed  by the  Board of
Directors  and may be  changed,  from time to time,  by a  majority  vote of the
Board.

         8.  Each of such  Officers  shall  serve  for a term of one (1) year or
until their  successors are chosen and qualified.  Officers may be re-elected or
appointed for successive annual terms.


<PAGE>


         9. The Board of Directors  may appoint such other  Officers and Agents,
as it shall deem  necessary or expedient,  who shall hold their offices for such
terms and  shall  exercise  such  powers  and  perform  such  duties as shall be
determined, from time to time, by the Board of Directors.

           10. Any Officer or Agent elected or appointed by the Directors may be
removed by the Directors  whenever in their  judgment the best  interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

           11. A vacancy in any office because of death,  resignation,  removal,
disqualification or otherwise,  may be filled by the Directors for the unexpired
portion of the term.


                                    ARTICLE V

                    Indemnification of Officers and Directors

         The  corporation  shall  indemnify  any  and all of its  Directors  and
Officers,  and its former  Directors  and  Officers,  or any person who may have
served  at the  corporation's  request  as a  Director  or  Officer  of  another
corporation  in  which  it owns  shares  of  capital  stock  or of which it is a
creditor,  against  expenses  actually  and  necessarily  incurred  by  them  in
connection with the defense of any action,  suit or proceeding in which they, or
any of them,  are made  parties,  or a party,  by reason of being or having been
Director(s) or Officer(s) of the corporation,  except, in relation to matters as
to which any such  Director  or Officer or former  Director or Officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the  performance  of duty.  Such  indemnification  shall not be
deemed exclusive of any other rights to which those indemnified may be entitled,
under By-Law, agreement, vote of shareholders or otherwise.

         In  addition  to the  limitation  on personal  liability  of  Directors
provided herein,  the corporation  shall, to the fullest extent permitted by the
Laws of Florida:  (i)  indemnify  its Officers and  Directors;  and (ii) advance
expenses incurred by such Officers or Directors in relation to any action,  suit
or proceeding.  Any repeal or modification of this Article V by the stockholders
of the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal  liability or right to indemnification or advancement
of expenses hereunder existing at the time of such repeal or modification.


                                   ARTICLE VI

                                    Dividends

         The Directors may, from time to time, declare,  and the corporation may
pay,  dividends on its  outstanding  shares in the manner and upon the terms and
conditions provided by law.


<PAGE>


                                   ARTICLE VII

                                Waiver of Notice

         Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the corporation  under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.


                                  ARTICLE VIII

                                   Amendments

           1. Any of these  By-Laws  may be amended  by a  majority  vote of the
shareholders  at any annual  meeting or at any special  meeting  called for that
purpose.

         2. The Board of  Directors  may amend the  By-Laws or adopt  additional
By-Laws,  but shall not alter or repeal any By-Laws adopted by the  shareholders
of the company.


                         CERTIFIED TO BE THE BY-LAWS OF:

                            SUN ASSET HOLDINGS, INC.


                       BY: /s/ William E.K. Hathaway, II,
                       ----------------------------------
                           William E.K. Hathaway, II,