[Seal of the State]

                           FLORIDA DEPARTMENT OF STATE
                                Sandra B. Mortham
                               Secretary of State

October 2, 1998

CAPITAL CONNECTION, INC.

TALLAHASSEE, FL

Re: Document Number P94000088729

The Articles of Amendment to the Articles of  Incorporation  of BIG DADDY'S AUTO
SALES, INC., a Florida corporation, were filed on October 2, 1998.

Should you have any questions regarding this matter, please telephone (850)

487-6050, the Amendment Filing Section.
Teresa Brown
Corporate Specialist
Division of Corporations                       Letter Number: 598A00049259

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                              ARTICLES OF AMENDMENT
                                       TO
                          BIG DADDY'S AUTO SALES, INC.


         THE  UNDERSIGNED,  being the sole director and president of Big Daddy's
         Auto Sales Inc.,  does hereby  amend its Articles of  incorporation  as
         follows:

                                    ARTICLE I
                                 CORPORATE NAME

         The name of the Corporation shall be Big Daddy's Auto Sales, Inc.

                                   ARTICLE II
                                     PURPOSE

         The Corporation shall be organized for any and all purposes  authorized
under the laws of the state of Florida.

                                   ARTICLE III
                               PERIOD OF EXISTENCE

         The period during which the Corporation shall continue perpetual.

                                   ARTICLE IV
                                     SHARES

         The  capital  stock of this  corporation  shall  consist of  50,000,000
shares of common stock, $0.001 par value.

                                    ARTICLE V
                                PLACE OF BUSINESS

         The address of the principal  place of business of this  corporation in
the State of Florida shall be 1008 Royal  Aberdeen Way Orlando,  Fl. 32828.  The
Board of directors  may at any time and from time move the  principal  office of
this corporation.

                                   ARTICLE VI
                             DIRECTORS AND OFFICERS

         The  business  of this  corporation  shall be  managed  by its Board of
Directors.  The  number of such  directors  shall not be less than one (1) and ,
subject to such minimum may be  increased or decreased  from time to time in the
manner provided in the By-Laws.

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                                   ARTICLE VII
                           DENIAL OF PREEMPTIVE RIGHTS

          No share  holder  shall  have  any  right  to  acquire  share or other
securities of the corporation  except to the extent to such right may be granted
by an amendment to these,  Articles of  Incorporation  or by a resolution of the
Board of Directors.

                                  ARTICLE VIII
                              AMENDMENT OF BY-LAWS

         Anything  in  these  Articles  of  Incorporation,  the By Laws,  or the
Florida  Corporation  Act  notwithstanding,  by-laws not be  adopted,  modified,
amended or  repealed  by the  shareholders  of the  Corporation  except upon the
affirmative  vote of a simple majority vote of the holders of all the issued and
outstanding shares of the corporation entitled to vote thereon.

                                   ARTICLE IX
                                  SHAREHOLDERS

          9.1  Inspection  of  books.  The  Board of  Directors  shall  make the
          reasonable  rules to  determine at what times and place and under what
          conditions the books of the Corporation shall be open to inspection by
          shareholders or a duly appointed representative of a shareholder.

          9.2 Control Share Acquisition,  The provisions relating to any control
          share acquisition as contained in Florida Statutes now, or hereinafter
          amended,  and any  successor  provision  shall not be  applied  to the
          Corporation.

          9.3Quorum. The holders of shares entitled to one-third of the votes at
          a meeting of shareholder's shall constitute a quorum.

          9.4 Required Vote. Acts of shareholders  shall require the approval of
          holders of 50.01 of the outstanding votes of shareholders.

                                    ARTICLE X
             LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

          To the fullest extent  permitted by law, no director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for damages for breach of any duty owed to the Corporation or its  shareholders.
In  addition  the  Corporation  shall  have the  power,  in its bylaws or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  corporation  against any contingency or peril as
may be  determined  to be in the  best  interest  of  this  corporation,  and in
conjunction therewith,  to procure, at this corporation's  expense,  policies of
insurance.

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                                    ARTICLE XI
                                    CONTRACTS

         No contract  or other  transaction  between  this  corporation  and any
person, firm or

        corporation  shall be  affected by the fact that any officer or director
of this  corporation  is such other.  party or is, or at some time in the future
becomes, an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.

        I hereby  certify that the  following  was adopted by a majority vote of
the shareholders and directors of the corporation on September 28, 1998 and that
the number of votes cast was sufficient for approval.



                 IN WITNESS  WMEREOF I have hereunto  subscribed to and executed
the Articles of Incorporation on this 28th day of September, 1998.

        James H. Bailey, President and Sole Director.

                 The  foregoing   instrument  was  acknowledged   before  me  on
September 28, 1998, by James H. Bailey, who is personally known to me.

        My Commission Expires:

        [SEAL)                   NICOLE JOHNSON
                             My Comm Exp. 3/06/2001
                                  No. 00627059

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