ARTICLES
        OF INCORPORATION
  OF
  BF
        ACQUISITION GROUP II, INC.
  The
        undersigned incorporator, for the purpose of forming a corporation under
        the
        Florida Business
        Corporation Act, hereby adopt(s) the following Articles of
        Incorporation.
  ARTICLE
        I. CORPORATE
        NAME
  The
        name
        of this corporation is BF Acquisition Group II, Inc.
  ARTICLE
        II. PRINCIPAL
        OFFICE.
  The
        principal place of business and mailing address of this corporation are 319
        Clematis Street,
        Suite 812, West Palm Beach, Florida 33401.
  ARTICLE
        III. CAPITAL
        STOCK
  The
        number of shares of stock that this corporation is authorized to have
        outstanding at any
        one
        time is:
  1.
              50,000,000
                  shares of Common Stock, $0.001 par value;
                  and
  2.
              5,000,000
                  shares of Preferred Stock. The board of directors is authorized
                  to provide
                  for the issuance of such Preferred Stock in classes and series
                  and, by
                  filing theappropriate
                  articles of amendment with the Secretary of State of Florida, isauthorized
                  to establish the number of shares to be included in each class
                  and seriesand
                  the preferences, limitations, and relative rights, of each class
                  and
                  series,
  ARTICLE
        IV. NO
        ANTI-TAKEOVER LAW GOVERNANCE
  The
        corporation hereby elects that the following Florida Statutes shall not apply
        to
        the corporation:
  1.
              F.S.
                  607.0901, or any laws related thereto, governing affiliated transactions;
                  and
  2.
              F.S.
                  60,7.0902, or any laws related thereto, governing
                  control-share-acquisitions.
  ARTICLE
        V. DIRECTOR
        - CONFLICTS OF INTEREST
  No
        contract or other transaction between the corporation and one or more its
        directors or between the corporation and any other corporation, firm,
        association or other entity in which one or more
        of
        the directors are directors or officers, or are financially interested, shall
        be
        either void or voidable
        because of such relationship or interest or because such director or directors
        are present at the
        meeting of the board of directors or a committee thereof which authorizes,
        approves or ratifies such contract or transaction or because his or her votes
        are counted for such purpose, if:
  
 (a)
              The
                  fact of such relationship or interest is disclosed or known to
                  the board
                  ofdirectors,
                  or a duly empowered committee thereof, which authorizes, approves
                  orratifies
                  the contract or transaction by a vote or consent sufficient for
                  such
                  purposewithout
                  counting the vote or votes of such interested director or directors;
                  or
  (b)
              The
                  fact of such relationship or interest is disclosed or known to
                  the
                  shareholdersentitled
                  to vote and they authorize, approve or ratify such contract or
                  transaction
                  byvote
                  or written consent; or
  (c)
              The
                  contract or transaction is fair and reasonable as to the corporation
                  at
                  the time itis
                  authorized by the board of directors, committee or the
                  shareholders,
  A
        director of the corporation may transact business, borrow, lend, or otherwise
        deal or contract with the corporation to the fullest extent and subject only
        to
        the limitations and provisions of
        the
        laws of the State of Florida and the laws of the United States.
  Common
        or
        interested directors may be counted in determining the presence of a quorum
        at a
        meeting
        of the board of directors or a committee thereof which authorizes, approves
        or
        ratifies such contract
        or transaction.
  ARTICLE
        VI. INDEMNIFICATION.
  The
        Corporation shall indemnify and shall advance expenses on behalf of its officers
        and directors
        to the fullest extent permitted by Saw in existence either now or
        hereafter.
  ARTICLE
        VII. INITIAL
        REGISTERED AGENT AND OFFICE.
  The
        name
        and address of the initial registered agent are David M. Bovi, 319 Clematis
        Street, Suite
        812, West Palm Beach, Florida 33401.
  ARTICLE
        VIII. INCORPORATORS.
  The
        name
        and street address of the incorporator to these articles of incorporation
        are
        David M.
        Bovi,
        319 Clematis Street, Suite 812, West Palm Beach, FL 33401.
  The
        undersigned incorporator has executed these articles of incorporation on
        April
        14, 1999.
  /s/
                David M. BoviDavid
                  M. Bovi, Incorporator