ARTICLES OF INCORPORATION
                          BIG DADDY'S AUTO SALES, INC.

The  undersigned,  acting as  Incorporator  of a  corporation  under the Florida
General Corporation Act, adopts the folloring Articles of Incorporation for such
corporation.

                                   ARTICLE I
                                      NAME

The name of this corporation is BIG DADDY'S AUTO SALES, INC.

                                   ARTICLE II
                                    DURATION

This Corporation  shall have perpetual  existence unless dissolved  according to
law.

                                  ARTICLE III
                                    BUSINESS

This Corporation is organized to buy, sell and/or lease motor vehicles and to do
every  other  act or thing  incidental  or  pretinent  to or  growing  out of or
connected with aforsaid purpose and in addition. to engage in any other business
or businesses permitted under the laws of the United States and Florida.

                                   ARTICLE IV
                                 CAPITAL STOCK

The  maximum  number  of  shares  of  stock  authorized  to be  issued  by  this
Corporation  is 6500 shares of capital  stock at $1.00 prar value,  all of which
shall have the same  rights and  privileges.  Each share of capital  stock shall
entitle  athe  holder  thereof to one (1) vbote at any  stockholder  meeting and
otherwise  to   participate  in  all  such  meetings  and  the  asssets  of  the
Corporation.  The  stock  shall  be  issued  for  such  consideration  as may be

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determined by the Board of Directors, which shall have a value at least equal to
the full par value fo said shares.  The stock may be paid for in lawful money of
the United States of America, or in property, labor or services.

                                   ARTICLE V
                               PRE-EMPTIVE RIGHTS

The  stockholders  of this  Corporation  shall be entitled  to purchase  ratably
according  to  their  respective   holdings,   any  shares  fo  the  Corporation
hereinafter isssued or any securities  exchangeable for or convertible into such
shares or any  warrants  or other  instruments  evidencing  rights or options to
subscribe for  purchase,  or otherwise  acquire such shares,  but in either case
only as such  prices and during  such  period or periods and upon such terms and
conditions as may be determined for time to time by the Board of Directors.

                                   ARTICLE VI
                       INITIAL REGISTERED OFFICE AND AGENT

The street address of the principal office of this corporation is:

                                507 Brannen Road
                               Lakekand, Fl. 33813

The name and address of the Registered Agent of this Corporation is:

                             David C. Bearden, Esq.
                              3233 East Bay Drive
                                   Suite 104
                              Largo, Florida 34641

         The  corporation  shall have the privilege of  establishing  such other
branch offices in any other location or any other city or town, in this state or
any other State or County, as may be approved by its Board of Directors.

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                                  ARTICLE VII
                           INITIAL BOARD OF DIRECTORS

This corporation shall have one (1) Director initially.  The number of Directors
may be either  increased or  diminished  from time to time by the  By-Laws,  but
shall never be less than one (1).  The name and address of the initial  director
of this Corporation is:

NAME                               ADDRESS
--------------------------------------------------------------------------------
James Bailey                      18650 Avenue Capri
                                  Lutz, Fl. 33549
                                  810-949-4155

                                  ARTICLE VIII
                                 INDEMIFICATION

The Corporation shall indemnify any officer or director or any former officer or
director, to the full extent permitted by 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.

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                                   ARTICLE X
                                 INCORPORATORS

The name and address of the person signing these Articles fo Incorporation is:

NAME                                            ADDRESS
--------------------------------------------------------------------------------
James Bailey                                   18650 Avenue Capri
                                               Lutz, Fl. 33549

         IN WITNESS  WHEREOF,  the  undersigned  subscriber  has executed  these
Articles of Incorporation of this Friday, December 2, 1994.

/s/ James Bailey
----------------
    James Bailey

STATE OF FLORIDA
COUNTY OF PINELLAS

         BEFORE ME, a Notary Public,  authorized to take  acknowledgments in the
State  and  County  set  forth  above,  James  Baily,  who did not  take an oath
personally  appeared  known to me to be the person who  executed  the  foregoing
Articles of BIG DADDY'S  AUTO SALES,  INC. and who  acknowledged  before me that
they executed thesef Articles of Incorporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in Pinellas County, Florida, this Friday, December 2, 1994.

Fl. DL #B400-448-61-362-0                  /s/ Grace Ann Coppola
                                           ----------------------
                                               Grace Ann Coppola

My commission expires:    12-20-1996      [OFFICIAL SEAL OMMITTED]

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                 ACCEPTANCE OF DESIGNATION AS REGISTERED AGENT

         I HEREBY ACCEPT the designation of Registerd  Agent:  accept service of
process for BIG DADDY'S AUTO SALES, INC.

                           /s/ David C. Bearden, Esq.
                           --------------------------
                                David C. Bearden

STATE OF FLORIDA
COUNTY OF PINELLAS

         BEFORE ME, a Notary Public,  authorized to take  acknowledgments in the
State and County set forth above personally appeared, DAVID C. BEARDEN, known to
me to be the person who executed the  foregoing  Acceptance  of  Designation  as
Registered  Agent, and he acknowledged  before me the he executed the same.


         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in Pinellas County, Florida, this Friday, December 2, 1994.

Fl. DL #B400-448-61-362-0                  /s/ Grace Ann Coppola
                                           ----------------------
                                               Grace Ann Coppola

My commission expires:    12-20-1996      [OFFICIAL SEAL OMMITTED]

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