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.

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.

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                                    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."

       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:



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       (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.

       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.

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       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.

                                   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.



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     ADOPTED by order of the directors of the corporation on August 8, 2001

     SITEWORKS BUILDING AND DEVELOPMENT CO.,

     /s/ C M . Nurse
     ---------------
     Carl M Nurse, Director

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

     (Logo)
     Incorporated under the laws of the State of Florida
     August 8, 2001

     COMMON

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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