EXHIBIT
      3.2






**ARTICLE
      VIII**


**Bylaws**




The
      board of directors may adopt, amend or repeal the bylaws, or adopt new bylaws,
      subject to the reserved power of the shareholders to amend or repeal the bylaws,
      or adopt new bylaws, and in amending or repealing a particular bylaw to provide
      expressly that the board of directors may not amend or repeal that bylaw. The
      following changes have been made to the by laws of the corporation.




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SHARES




2.2     Consideration
      For Shares. Shares may be issued for consideration consisting of any tangible
      or
      intangible property or benefit to the corporation, including cash, promissory
      notes, services performed, contracts for services to be performed, or other
      securities of the corporation, as may be authorized by the board of directors.
      The board of directors may determine that the consideration received or to
      be
      received for the shares to be issued is adequate; when the corporation has
      received the consideration so determined, the shares issued therefore will
      be
      fully paid and nonassessable.




2.3     No
      Cumulative Voting. The shareholders are not entitled to cumulate votes at any
      election of directors.




2.4     No
      Preemptive Right. The shareholders do not have any preemptive right to acquire
      unissued shares or securities convertible into or carrying a right to subscribe
      for or acquire shares.




**ARTICLE
      IX**


**LIMITATION
      OF DIRECTORS' LIABILITY**




Any
      personal liability of a director to the corporation or its shareholders for
      monetary damages for conduct as a director is eliminated, except for any
      liability for any acts or omissions that involve intentional misconduct by
      a
      director or a knowing violation of law by a director, for conduct violating
      the
      applicable part of General Corporation Laws of the State of Florida, for any
      transaction from which the director will personally receive a benefit in money,
      property, or services to which the director is not legally entitled, or for
      any
      act or omission occurring prior to the date when this Article becomes effective.
      If after this Article becomes effective the General Corporation Law of the
      State
      of Florida is amended to authorize further elimination or limitation of
      liability of a director, then, upon the effective date of the amendment, the
      liability of a director shall be further eliminated and limited without further
      act to the fullest extent so authorized. No amendment or repeal of these
      Articles of Incorporation shall reduce the extent of any elimination or
      limitation of liability of a director existing immediately prior to the
      amendment or repeal.




**ARTICLE
      X**


**INDEMNIFICATION
      OF DIRECTORS AND OFFICERS**




SECTION
      1. INDEMNIFICATION




The
      corporation shall have the power to indemnify any director, officer, employee,
      or agent of the corporation as provided in Section 607.0850of the Business
      Corporation Act.




SECTION
      2. ADDITIONAL INDEMNIFICATION









The
      corporation may make any other or further indemnification or advancement of
      expenses of any of its directors, officers, employees, or agents, under any
      Bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
      both as to action in the person's official capacity and as to action in another
      capacity while holding such office. However, such further indemnification or
      advancement of expenses shall not be made in those instances as specified in
      the
      Business Corporation Act."




Florida
      Statute ss. provides for the indemnification of a director and/or officer who
      is
      a party to any legal proceeding against them "if he or she acted in good faith
      and in a manner he or she reasonably believed to be in, or not opposed to,
      the
      best interests of the corporation and, with respect to any criminal action
      or
      proceeding, had no reasonable cause to believe his or her conduct was unlawful."




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Florida
      Statute also provides that there shall be no indemnification to or on behalf
      of
      any director or officer if a judgment or other final adjudication establishes
      that his or her actions, or omissions to act, were material to the cause of
      action so adjudicated and constitute (a) a violation of criminal law unless
      the
      officer or director had reasonable cause to believe his or her conduct was
      unlawful; (b) a transaction whereby the director or officer derived an improper
      personal benefit; (c) in the case of a director, a violation of his or her
      fiduciary duties; or (d) willful misconduct.




In
      so far as indemnification for liabilities arising under the Securities Act
      of
      1933 may be permitted to directors, officers, or controlling persons pursuant
      to
      the foregoing provisions, the Company has been informed that, in the opinion
      of
      the Securities & Exchange Commission, such indemnification is against public
      policy as expressed in that Act and is, therefore, unenforceable.




7.1
      Right to Indemnification. EACH INDIVIDUAL (including an individual's personal
      representative) who was or is made a party or is threatened to be made a party
      to, or is otherwise involved (including, without limitation, as a witness)
      in,
      any threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative, investigative or by or in the right of the
      corporation, or otherwise (a "Proceeding") because the individual or another
      individual of whom the individual is a personal representative:




(a)
      is or was a director or officer of the corporation or any predecessor entity,
      or




(b)
      being or having been such a director or officer, is or was serving at the
      request of the corporation or any predecessor entity as a director, officer,
      partner, trustee, employee, agent, or in any other relationship or capacity
      whatsoever, of any other foreign or domestic corporation, partnership, joint
      venture, employee benefit plan or trust or other trust, enterprise or other
      private or governmental entity, agency, board, commission, body or other unit
      whatsoever ( (a) and (b) collectively, an "Indemnitee") SHALL BE INDEMNIFIED
      AND
      HELD HARMLESS by the corporation to the fullest extent not prohibited by the
      General Corporation Law of the State of Florida as the same exists or may
      hereafter be amended (but, in the case or any amendment, only to the extent
      that
      the amendment does not prohibit the corporation from providing broader
      indemnification rights than prior to the amendment) IF the Indemnitee acted
      in
      good faith and reasonably believed the Indemnitee's conduct was in the
      corporation's best interests (in the case of conduct in the Indemnitee's
      official capacity with the corporation) and (in all other cases) was at least
      not opposed to the corporation's best interests and is fairly and reasonably
      entitled to indemnification in view of all the relevant circumstances
      ("Corporation's Standards for Indemnification"), WITHOUT REGARD TO the
      limitations as per the applicable statue of the General Corporation Law of
      the
      State of Florida, AND WHETHER OR NOT the Indemnitee met the standard of conduct
      set forth in Florida Law or any other standard of conduct set forth in as per
      the General Corporation Law of the State of Florida, AGAINST ALL DIRECT AND
      INDIRECT EXPENSES, LIABILITIES AND LOSSES (including but not limited to attorney
      fees, judgments, settlements, penalties, fines, ERISA and employee benefit
      plan
      and other excise taxes and other taxes and penalties, environmental and
      remediation expenses, settlements, penalties and fines, and other adverse
      effects) that are actually incurred or suffered by the Indemnitee in connection
      with the Proceeding (whether or not the basis of the Proceeding is alleged
      conduct, action or inaction in an official capacity as a director, officer,
      partner, trustee, employee, agent, or in any other relationship or capacity
      whatsoever).









The
      indemnification granted in the Article is a contract right and includes the
      right to payment by, and the right to receive reimbursement from, the
      corporation of all the Indemnitee's expenses as they are incurred, including
      advances in advance of final disposition of the Proceeding. The term "expenses"
      as used in this Article includes without limitation all counsel and attorneys'
      fees and costs.




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Notwithstanding
      the foregoing, an advance for expenses incurred by an Indemnitee who is a party
      to a Proceeding because the Indemnitee is or was a director of the corporation
      or any predecessor entity shall be made in advance of final disposition of
      the
      Proceeding only upon receipt by the corporation of (i) a written undertaking
      (hereinafter an "undertaking") executed personally or on the Indemnitee's behalf
      to repay the advance if and to the extent it is ultimately determined by order
      of a court having jurisdiction (which determination shall become final upon
      expiration of all rights to appeal, hereinafter a "final adjudication") that
      the
      Indemnittee is not entitled to be indemnified for such expenses under this
      Article, and (ii) a written affirmation by the Indemnitee of the Indemnitee's
      good faith belief that the Indemnitee has net the Corporation's Standards for
      Indemnification as defined in this Article for the amount claimed.




The
      undertaking must be an unlimited general obligation of the Indemnitee, unsecured
      and without reference to financial ability to make repayment.




7.2
      Court-Ordered Indemnification or Advance; Presumption. If any claim for
      indemnification or advance of expenses under Section 7.1 of this Article is
      not
      paid in full by the corporation within 30 days after a written claim has been
      received by the corporation, the Indemnitee may at any time thereafter apply
      for
      indemnification or advance of expenses to the court conducting the Proceeding
      or
      to another court of competent jurisdiction. If the Indemnitee is successful
      in
      whole or in part in any such application, the corporation shall also pay to
      Indemnitee all the Indemnitee's expenses in connection with the application.




The
      Indemnitee shall be presumed to be entitled to indemnification and advances
      of
      expenses under this Article upon the corporation's receipt of Indemnitee's
      written claim (and in any application to a court for indemnification or advance
      of expenses), and thereafter the corporation shall have the burden of proof
      to
      overcome that presumption.




Neither
      the fact that the corporation (including its board of directors, special legal
      counsel or its shareholders under General Corporation Law of the State of
      Florida, or otherwise) did, nor the fact that the corporation (including its
      board of directors, special legal counsel or its shareholders , or otherwise)
      did not, make a determination that the Indemnitee is or is not entitled to
      indemnification or advance of expenses, shall be a defense to the application
      or
      create a presumption that the Indemnitee is not so entitled.




If
      the Indemnitee applies to a court having jurisdiction for determination of
      the
      right to indemnity or advance of expenses, or amount thereof, the court's
      determination shall become final upon expiration of all rights to appeal, and
      such a final adjudication shall supersede any other determination made in
      accordance with applicable Law, or otherwise.




7.3
      Nonexclusivity of Rights, Severability. The right to indemnification (including
      but not limited to payment, reimbursement and advances of expenses) granted
      in
      this Article is not exclusive of any other rights that any individual may have
      or hereafter acquire under any statute, common law, provision of the Articles
      of
      Incorporation or Bylaws of the corporation, agreement, vote or resolution of
      shareholders or disinterested directors, or otherwise. Notwithstanding any
      amendment to or repeal of this Article, any Indemnitee shall be entitled to
      indemnification and advance of expenses in accordance with the provisions of
      this Article with respect to any conduct, acts or omissions of the Indemnitee
      occurring prior to the amendment or repeal. If any provision or term of this
      Article is determined to be void or unenforceable for any reason, the remaining
      provisions and terms shall remain in full force and effect.







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7.4
      Insurance, Contracts and Funding. The corporation may purchase and maintain
      insurance, at its expense, to protect itself and any individual (including
      an
      individual's personal representative) who is or was a director, officer,
      employee or agent of the corporation or any predecessor entity or who being
      or
      having been such a director or officer, is or was serving at the request of
      the
      corporation or any predecessor entity as a director, officer, partner, trustee,
      employee, agent, or in any other relationship or capacity whatsoever, of any
      foreign or domestic corporation, partnership, joint venture, employee benefit
      plan or trust or other trust, enterprise or other private or governmental
      entity, agency, board, commission, body or other unit whatsoever, against any
      expense, liability or loss, whether or not the corporation would have power
      to
      indemnify the individual against the same expense, liability or loss under
      the
      General Corporation Law of the State of Florida, or otherwise. The corporation
      may grant indemnity, and may enter into contracts granting indemnity, to any
      such individual, whether or not in furtherance of the provisions of this
      Article, and may create trust funds, grant security interests and use other
      means (including, without limitation, letters of credit) to secure and ensure
      the payment of indemnification amounts.




7.5
      Partial Indemnification. If an Indemnitee is entitled to indemnification by
      the
      corporation for some or a portion of expenses, liabilities or losses, but not
      for the total amount thereof, the corporation shall nevertheless indemnify
      the
      Indemnitee for the portion of the expenses, liabilities and losses to which
      the
      Indemnitee is entitled.




7.6
      Successors and Assigns. All obligations of the corporation to indemnify any
      Indemnitee: (i) are binding upon all successors and assigns of the corporation
      (including any transferee of all or substantially all of its assets and any
      successor by merger or otherwise by operation of law), (ii) are binding on
      and
      inure to the benefit of the spouse, heirs, personal representatives and estate
      of the Indemnitee, and (iii) shall continue as to an Indemnitee who has ceased
      to be a director, officer, partner, trustee, employee, or agent (or other
      relationship or capacity) included in the definition of Indemnitee in Section
      7.1 of this Article. The corporation shall not effect any sale or other transfer
      of substantially all of its assets, merger, consolidation or other
      reorganization unless the purchaser, transferee, successor or surviving entity
      (as the case may be) agrees in writing to assume all such obligations of the
      corporation.




**44**







**ARTICLE
      XI**


**AMENDMENT
      OF ARTICLES OF INCORPORATION**




The
      corporation reserves the right from time to time to amend, alter, change or
      repeal any and all provisions of its Articles of Incorporation by majority
      vote
      of all votes entitled to be cast by the holders of the then outstanding shares
      of Common Stock, in any manner now or hereafter prescribed or permitted by
      statute. All rights of the shareholders, directors, and officers of the
      corporation are granted subject to this reservation.







ADOPTED
                by order of the directors of the corporation on August 8,
                2001SITEWORKS
                BUILDING AND DEVELOPMENT CO.,/s/
                C M . NurseCarl
                M Nurse, Director




Number
      -----  Shares -------------




(Logo)Incorporated
                under the laws of the State of FloridaAugust
                8, 2001COMMON




SITEWORKS
      BUILDING AND DEVELOPMENT CO.,




Total
      authorized issue 20,000,000 common shares (par value $ .001)




This
      Certifies That ------------------- is the owner of -------------- fully paid
      and
      non-assessable shares of the common stock of the above named corporations
      transferable only on the books of the corporation by the holder hereof in person
      or by duly authorized Attorney upon surrender of this certificate properly
      endorsed.




In
      witness whereof, the said corporation has caused this certificate to be signed
      by its duly authorized officers and its Corporate Seal to be hereunto affixed
      .
      this ------------ day of -------------, -------------




Secretary


(SEAL)


/s/
      Carl
      M Nurse


President




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