**By-Laws ofAMERICAN ENTERPRISE CORPORATION*as adopted by the Board of Director's October 28, 2002*ARTICLE I - OFFICES**

    The principaloffice of the corporation shall be established and maintained as designated inthe Articles of Incorporation. The corporation may also have offices at suchplaces within or without the State of Florida as the Board of Directors (the"Board") may from time to time establish. 

**ARTICLE II - STOCKHOLDERS**

***Notices***

    All noticesmade to Shareholders of this Corporation must be in writing, unless oral noticeis reasonable under the circumstances. Notice may be communicated in person; bytelephone (where oral notice is permitted), telegraph, teletype, or other formof electronic communication; or by mail. Written notice is effective whenreceived; five days after its deposit in the United States mail, as evidenced bythe postmark, if mailed postpaid and correctly addressed; or on the date shownon the return receipt, if sent by registered or certified mail, return receiptrequested, and the receipt is signed by or on behalf of the addressee. Oralnotice is effective when communicated if communicated directly to the person tobe notified in a comprehensible manner. 

***Annual meeting***

    ThisCorporation shall hold a meeting of shareholders for the election of directorsand for the transaction of any proper business. The annual shareholders' meetingmay be held in or out of this state at a location to be determined by the Boardof Directors at least 90 calendar days prior to such meeting. Annual Meetingsshall be conducted within 60 days following publication of the Company's annualaudited financial statements.  

***Special meetings***

    ThisCorporation shall hold a special meeting of shareholders on call of its board ofdirectors or the person or persons authorized to do so by the articles ofincorporation or bylaws; or if the holders of not less than 20 percent of allthe votes entitled to be cast on any issue proposed to be considered at theproposed special meeting sign, date, and deliver to the corporation's secretaryone or more written demands for the meeting describing the purpose or purposesfor which it is to be held. Special shareholders' meetings may be held in or outof the state at a place stated in or fixed in accordance with these bylaws or inthe notice of the special meeting. Unless otherwise stated, special meetingsshall be held at this Corporation's principal office. Only business within thepurpose or purposes described in the special meeting notice may be conducted ata special shareholders' meeting. This Corporation shall hold a special meetingof shareholders within 60 days of notice as provided in these bylaws. 

***Action by shareholderswithout a meeting***

    Actionrequired or permitted and of which may be taken at an annual or special meetingof shareholders may be taken without a meeting, without prior notice, andwithout a vote if the action is taken by the holders of outstanding stock ofeach voting group entitled to vote thereon having not less than the minimumnumber of votes with respect to each voting group that would be necessary toauthorize or take such action at a meeting at which all voting groups and sharesentitled to vote thereon were present and voted. In order to be effective theaction must be evidenced by one or more written consents describing the actiontaken, dated and signed by approving shareholders having the requisite number ofvotes of each voting group entitled to vote thereon, and delivered to thecorporation by delivery to its principal office in this state, its principalplace of business, the corporate secretary, or another officer or agent of thecorporation having custody of the book in which proceedings of meetings ofshareholders are recorded. No written consent shall be effective to take thecorporate action referred to therein unless, within 60 days of the date of theearliest dated consent delivered in the manner required by this section, writtenconsents signed by the number of holders required to take action are deliveredto the corporation by delivery as set forth herein. Any written consent may berevoked prior to the date that the corporation receives the required number ofconsents to authorize the proposed action. No revocation is effective unless inwriting and until received by the corporation at its principal office orreceived by the corporate secretary or other officer or agent of the corporationhaving custody of the book in which proceedings of meetings of shareholders arerecorded. Within 10 days after obtaining such authorization by written consent,notice must be given to those shareholders who have not consented in writing orwho are not entitled to vote on the action. The notice shall fairly summarizethe material features of the authorized action and, if the action be such forwhich dissenters' rights are provided, the notice shall contain a clearstatement of the right of shareholders dissenting therefrom to be paid the fairvalue of their shares upon compliance with further conditions regarding therights of dissenting shareholders. A consent signed under this section has theeffect of a meeting vote and may be described as such in any document. Wheneveraction is taken pursuant to this section, the written consent of theshareholders consenting thereto or the written reports of inspectors appointedto tabulate such consents shall be filed with the minutes of proceedings ofshareholders.

***Notice of meetings***

    ThisCorporation shall notify shareholders of the date, time, and place of eachannual and special shareholders' meeting no fewer than 10 or more than 60 daysbefore the meeting date. This Corporation shall provide notice only toshareholders entitled to vote at the meeting.     Notice shall be given in the manner provided herein, by or atthe direction of the President, the secretary, or the officer or persons callingthe meeting. If the notice is mailed at least 30 days before the date of themeeting, it may be done by a class of United States mail other than first class.If mailed, such notice shall be deemed to be delivered when deposited in theUnited States mail addressed to the shareholder at his address as it appears onthe stock transfer books of the corporation, with postage thereon prepaid.    Notice of an annual meeting may not include a description ofthe purpose or purposes for which the meeting is called. Notice of a specialmeeting shall include a description of the purpose or purposes for which themeeting is called.    If an annual or special shareholders' meeting is adjourned toa different date, time, or place, notice need not be given of the new date,time, or place if the new date, time, or place is announced at the meetingbefore an adjournment is taken, and any business may be transacted at theadjourned meeting that might have been transacted on the original date of themeeting. 

***Waiver of notice***

    A shareholdermay waive any notice before or after the date and time stated in the notice. Thewaiver must be in writing, be signed by the shareholder entitled to the notice,and be delivered to the corporation for inclusion in the minutes or filing withthe corporate records. Neither the business to be transacted at nor the purposeof any regular or special meeting of the shareholders need be specified in anywritten waiver of notice.

***Record date***

    The recorddate to determine shareholders entitled to notice of a shareholders' meetingshall be as of a date no more than 60 days prior to such meeting. The recorddate for determining shareholders entitled to notice regarding any specialmeeting shall be the date the first shareholder delivers his demand to thecorporation. Unless otherwise required by law, the record date for determiningshareholders entitled to take action without a meeting is the date the firstsigned written consent is delivered to the corporation. A determination ofshareholders entitled to notice of or to vote at a shareholders' meeting iseffective for any adjournment of the meeting unless the board of directors fixesa new record date, which it must do if the meeting is adjourned to a date morethan 120 days after the date fixed for the original meeting.

***Shareholders' list formeeting***

    ThisCorporation shall prepare an alphabetical list of the names of all itsshareholders who are entitled to notice of a shareholders' meeting, arranged byvoting group with the address of, and the number and class and series, if any,of shares held by, each.    The shareholders' list shall be available for inspection byany shareholder for a period of 20 days prior to the meeting or such shortertime as exists between the record date and the meeting and continuing throughthe meeting at the corporation's principal office or at a place identified inthe meeting notice in the city where the meeting will be held or at the officeof the corporation's transfer agent or registrar. The shareholder list shall beavailable during regular business hours during the period it is available forinspection. This Corporation shall also make the shareholders' list available atthe meeting.

***Voting entitlement ofshares***

    Eachoutstanding share, regardless of class, is entitled to one vote on each mattersubmitted to a vote at a meeting of shareholders. The shares of this Corporationare not entitled to vote if they are owned, directly or indirectly, by a secondcorporation, domestic or foreign, and the first corporation owns, directly orindirectly, a majority of the shares entitled to vote for directors of thesecond corporation. However this shall not limit the power of this Corporationto vote any shares, including its own shares, held by it in a fiduciarycapacity.    Preferred Shares, when and if issued, are not entitled tovote on any matter except as provided in the Articles of Incorporation.Redeemable Shares are not entitled to vote on any matter, and shall not bedeemed to be outstanding, after notice of redemption is mailed to the holdersthereof and a sum sufficient to redeem such shares has been deposited with abank, trust company, or other financial institution upon an irrevocableobligation to pay the holders the redemption price upon surrender of the shares.Shares standing in the name of another corporation, domestic or foreign, may bevoted by such officer, agent, or proxy as the bylaws of the corporateshareholder may prescribe.    Shares held by an administrator, executor, guardian, personalrepresentative, or conservator may be voted by him, either in person or byproxy, without a transfer of such shares into his name. Shares standing in thename of a trustee may be voted by him, either in person or by proxy, but notrustee shall be entitled to vote shares held by him without a transfer of suchshares into his name or the name of his nominee. Shares held by or under thecontrol of a receiver, a trustee in bankruptcy proceedings, or an assignee forthe benefit of creditors may be voted by him without the transfer thereof intohis name. If a share or shares stand of record in the names of two or morepersons, whether fiduciaries, members of a partnership, joint tenants, tenantsin common, tenants by the entirety, or otherwise, or if two or more persons havethe same fiduciary relationship respecting the same shares, unless the secretaryof the corporation is given notice to the contrary and is furnished with a copyof the instrument or order appointing them or creating the relationship whereinit is so provided, then acts with respect to voting have the following effect:If only one votes, in person or by proxy, his act binds all; If more than onevote, in person or by proxy, the act of the majority so voting binds all; Ifmore than one vote, in person or by proxy, but the vote is evenly split on anyparticular matter, each faction is entitled to vote the share or shares inquestion proportionally; If the instrument or order so filed shows that any suchtenancy is held in unequal interest, a majority or a vote evenly split forpurposes of this subsection shall be a majority or a vote evenly split ininterest; 

***Proxies***

    A shareholder,other person entitled to vote on behalf of a shareholder pursuant to s.607.0721, or attorney in fact may vote the shareholder's shares in person or byproxy. A shareholder may appoint a proxy to vote or otherwise act for him bysigning an appointment form, either personally or by his attorney in fact. Anexecuted telegram or cablegram appearing to have been transmitted by suchperson, or a photographic, photostatic, or equivalent reproduction of anappointment form, is a sufficient appointment form. An appointment of a proxy iseffective when received by the secretary or other officer or agent authorized totabulate votes. An appointment is valid for up to 11 months unless a longerperiod is expressly provided in the appointment form. The death or incapacity ofthe shareholder appointing a proxy does not affect the right of the corporationto accept the proxy's authority unless notice of the death or incapacity isreceived by the secretary or other officer or agent authorized to tabulate votesbefore the proxy exercises his authority under the appointment.    An appointment of a proxy is revocable by the shareholderunless the appointment form conspicuously states that it is irrevocable and theappointment is coupled with an interest. Appointments coupled with an interestinclude the appointment of: A pledgee; A person who purchased or agreed topurchase the shares; A creditor of the corporation who extended credit to thecorporation under terms requiring the appointment; An employee of thecorporation whose employment contract requires the appointment. 

***Corporation's acceptanceof votes***

    If the namesigned on a vote, consent, waiver, or proxy appointment corresponds to the nameof a shareholder, the corporation if acting in good faith is entitled to acceptthe vote, consent, waiver, or proxy appointment and give it effect as the act ofthe shareholder. If the name signed on a vote, consent, waiver, or proxyappointment does not correspond to the name of its shareholder, the corporationif acting in good faith is nevertheless entitled to accept the vote, consent,waiver, or proxy appointment and give it effect as the act of the shareholderaccording to law.     The corporation is entitled to reject a vote, consent,waiver, or proxy appointment if the secretary or other officer or agentauthorized to tabulate votes, acting in good faith, has reasonable basis fordoubt about the validity of the signature on it or about the signatory'sauthority to sign for the shareholder. The corporation and its officer or agentwho accepts or rejects a vote, consent, waiver, or proxy appointment in goodfaith and in accordance with the standards of these bylaws is not liable indamages to the shareholder for the consequences of the acceptance or rejection.

***Quorum and votingrequirements for voting groups***

    Sharesentitled to vote as a separate voting group may take action on a matter at ameeting only if a quorum of those shares exists with respect to that matter. Amajority of the votes entitled to be cast on the matter by the voting groupconstitutes a quorum of that voting group for action on that matter except aquorum may only exist when a minimum of 33 & 1/3% of eligible sharesparticipates in any such vote or action. Once a share is represented for anypurpose at a meeting, it is deemed present for quorum purposes for the remainderof the meeting and for any adjournment of that meeting unless a new record dateis or must be set for that adjourned meeting. If a quorum exists, action on amatter (other than the election of directors) by a voting group is approved ifthe votes cast within the voting group favoring the action exceed the votes castopposing the action. The holders of a majority of the shares represented, andwho would be entitled to vote at a meeting if a quorum were present, where aquorum is not present, may adjourn such meeting from time to time.

***Voting for directors;cumulative voting***

    Directors areelected by a plurality of the votes cast by the shares entitled to vote in theelection at a meeting at which a quorum is present. Each shareholder who isentitled to vote at an election of directors has the right to vote the number ofshares owned by him for as many persons as there are directors to be elected andfor whose election he has a right to vote. Shareholders do not have a right tocumulate their votes.

***Voting trusts***

    One or moreshareholders may create a voting trust, conferring on a trustee the right tovote or otherwise act for him or for them, by signing an agreement setting outthe provisions of the trust (which may include anything consistent with itspurpose) and transferring their shares to the trustee. When a voting trustagreement is signed, the trustee shall prepare a list of the names and addressesof all owners of beneficial interests in the trust, together with the number andclass of shares each transferred to the trust, and deliver copies of the listand agreement to the corporation's principal office. A voting trust becomeseffective on the date the first shares subject to the trust are registered inthe trustee's name. A voting trust is valid for not more than 10 years after itseffective date unless extended according to law. The validity of any votingtrust otherwise lawful shall not be affected during a period of 10 years fromthe date when it was created or last extended by the fact that under its termsit will or may last beyond the 10-year period. All or some of the parties to avoting trust may extend it for additional terms of not more than 10 years eachby signing an extension agreement and obtaining the voting trustee's writtenconsent to the extension. An extension is valid for the period set forththerein, up to 10 years, from the date the first shareholder signs the extensionagreement. The voting trustee must deliver copies of the extension agreement andlist of beneficial owners to the corporation's principal office. An extensionagreement binds only those parties signing it

***Shareholders' agreements***

    Two or moreshareholders may provide for the manner in which they will vote their shares bysigning an agreement for that purpose. A shareholders' agreement created underthis section is specifically enforceable.

***Shareholders' preemptiverights***

   The shareholders ofthe corporation do not have a preemptive right to acquire proportional amountsof the corporation's unissued shares upon the decision of the board of directorsto issue them. Holders of shares of any class or series without general votingrights but with preferential rights to distributions or assets have nopreemptive rights with respect to shares of any class. Holders of shares of anyclass or series with general voting rights but without preferential rights todistributions or assets have no preemptive rights with respect to shares of anyclass with preferential rights to distributions or assets unless the shares withpreferential rights are convertible into or carry a right to subscribe for oracquire shares without preferential rights.

***Distributions toshareholders***

    ThisCorporation's board of directors may authorize and the corporation may makedistributions to its shareholders. If the board of directors does not fix therecord date for determining shareholders entitled to a distribution (other thanone involving a purchase, redemption, or other acquisition of the corporation'sshares), it is the date the board of directors authorizes the distribution.     No distribution may be made if, after giving it effect, thecorporation would not be able to pay its debts as they become due in the usualcourse of business; or the corporation's total assets would be less than the sumof its total liabilities plus the amount that would be needed, if thecorporation were to be dissolved at the time of the distribution, to satisfy thepreferential rights upon dissolution of shareholders whose preferential rightsare superior to those receiving the distribution.     The board of directors may base a determination that adistribution is not prohibited either on financial statements prepared on thebasis of accounting practices and principles that are reasonable in thecircumstances or on a fair valuation or other method that is reasonable in thecircumstances. In the case of any distribution based upon such a valuation, eachsuch distribution shall be identified as a distribution based upon a currentvaluation of assets, and the amount per share paid on the basis of suchvaluation shall be disclosed to the shareholders concurrent with their receiptof the distribution. This Corporation's indebtedness to a shareholder incurredby reason of a distribution made in accordance with this section is at paritywith the corporation's indebtedness to its general, unsecured creditors exceptto the extent subordinated by agreement. 

***Inspection of records byshareholders***

(1) A shareholder of acorporation is entitled to inspect and copy, during regular business hours atthe corporation's principal office, any of the records of the corporationdescribed in the preceding Bylaw if he gives the corporation written notice ofhis demand at least 5 business days before the date on which he wishes toinspect and copy.(2) Bona fide shareholders of this Corporation are entitled to inspect and copy,during regular business hours at a reasonable location specified by thecorporation, any of the following records of the corporation provided suchshareholder gives the corporation written notice of his demand at least 5business days before the date on which he wishes to inspect and copy: 

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(a) Excerpts from minutes of  any meeting of the board of directors, records of any action of a committee of  the board of directors while acting in place of the board of directors on  behalf of the corporation, minutes of any meeting of the shareholders, and  records of action taken by the shareholders or board of directors without a  meeting, to the extent not subject to inspection under subsection (1);  (b) Accounting records of the corporation;  (c) The record of shareholders; and  (d) Any other books and records.

    A shareholdermay inspect and copy the records of this Corporation only if his demand is madein good faith and for a proper purpose and he describes with reasonableparticularity his purpose and the records he desires to inspect; and the recordsare directly connected with his purpose.    This Corporation may deny any demand for inspection madepursuant to subsection (2) if the demand was made for an improper purpose, or ifthe demanding shareholder has within 2 years preceding his demand sold oroffered for sale any list of shareholders of the corporation or any othercorporation, has aided or abetted any person in procuring any list ofshareholders for any such purpose, or has improperly used any informationsecured through any prior examination of the records of the corporation or anyother corporation.

***Financial statements forshareholders***

    Unlessmodified by resolution of the shareholders within 120 days of the close of eachfiscal year, this Corporation shall furnish its shareholders annual financialstatements which may be consolidated or combined statements of the corporationand one or more of its subsidiaries, as appropriate, that include a balancesheet as of the end of the fiscal year, an income statement for that year, and astatement of cash flows for that year. The financial statements shall beprepared for this Corporation on the basis of generally accepted accountingprinciples.    If the annual financial statements are reported upon by apublic accountant, his report must accompany them. If not, the statements mustbe accompanied by a statement of the president or the person responsible for thecorporation's accounting records: 

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(a) Stating his reasonable  belief whether the statements were prepared on the basis of generally accepted  accounting principles and, if not, describing the basis of preparation; and  (b) Describing any respects in which the statements were not prepared on a  basis of accounting consistent with the statements prepared for the preceding  year.

**ARTICLE III - DIRECTORS**

***Requirement for andduties of board of directors***

    All corporatepowers shall be exercised by or under the authority of, and the business andaffairs of the corporation managed under the direction of, its board ofdirectors.

***Qualifications ofdirectors***

    Directors mustbe natural persons who are 18 years of age or older but need not be residents ofthis state or shareholders of this Corporation.

***Terms of directors***

    The terms ofthe initial directors of a corporation expire at the first shareholders' meetingat which directors are elected. The terms of all other directors expire at thenext annual shareholders' meeting following their election. A decrease in thenumber of directors does not shorten an incumbent director's term. The term of adirector elected to fill a vacancy expires at the next shareholders' meeting atwhich directors are elected. Despite the expiration of a director's term, hecontinues to serve until his successor is elected and qualifies or until thereis a decrease in the number of directors.

***Resignation of directors***

    A director mayresign at any time by delivering written notice to the board of directors or itschairman or to this Corporation. A resignation is effective when the notice isdelivered unless the notice specifies a later effective date. If a resignationis made effective at a later date, the board of directors may fill the pendingvacancy before the effective date if the board of directors provides that thesuccessor does not take office until the effective date.

***Removal of directors byshareholders***

    Theshareholders may remove one or more directors only for cause. A director may beremoved by the shareholders at a meeting of shareholders, provided the notice ofthe meeting states that the purpose, or one of the purposes, of the meeting isremoval of the director.

***Vacancy on board***

    Whenever avacancy occurs on a board of directors, including a vacancy resulting from anincrease in the number of directors, it may be filled by the affirmative vote ofa majority of the remaining directors, though less than a quorum of the board ofdirectors, or by the shareholders

***Compensation of directors***

    ThisCorporation shall not compensate Directors. 

***Meetings of the Board ofDirectors***

    The board ofdirectors shall hold regular or special meetings in or out of this state. Amajority of the directors present, whether or not a quorum exists, may adjournany meeting of the board of directors to another time and place. Notice of anysuch adjourned meeting shall be given to the directors who were not present atthe time of the adjournment and, unless the time and place of the adjournedmeeting is announced at the time of the adjournment, to the other directors.Meetings of the board of directors may be called by the chairman of the board orby the president. The board of directors may permit any or all directors toparticipate in a regular or special meeting by, or conduct the meeting throughthe use of, any means of communication by which all directors participating maysimultaneously hear each other during the meeting. A director participating in ameeting by this means is deemed to be present in person at the meeting.

***Action by directorswithout a meeting***

    Actionrequired or permitted to be taken at a board of directors' meeting or committeemeeting may be taken without a meeting if the action is taken by all members ofthe board or of the committee. The action must be evidenced by one or morewritten consents describing the action taken and signed by each director orcommittee member. Action taken under this section is effective when the lastdirector signs the consent, unless the consent specifies a different effectivedate. A consent signed under this section has the effect of a meeting vote andmay be described as such in any document.

***Notice of directormeetings***

    Regularmeetings of the board of directors may be held without notice of the date, time,place, or purpose of the meeting. Special meetings of the board of directorsmust be preceded by at least 2 days' notice of the date, time, and place of themeeting. The notice need not describe the purpose of the special meeting.

***Waiver of notice ofdirectors meetings***

    Notice of ameeting of the board of directors need not be given to any director who signs awaiver of notice either before or after the meeting. Attendance of a director ata meeting shall constitute a waiver of notice of such meeting and a waiver ofany and all objections to the place of the meeting, the time of the meeting, orthe manner in which it has been called or convened, except when a directorstates, at the beginning of the meeting or promptly upon arrival at the meeting,any objection to the transaction of business because the meeting is not lawfullycalled or convened.

***Quorum and voting***

    A quorum of aboard of directors consists of a majority of the number of directors prescribedby the articles of incorporation. If a quorum is present when a vote is taken,the affirmative vote of a majority of directors present is the act of the boardof directors. A director of a corporation who is present at a meeting of theboard of directors or a committee of the board of directors when corporateaction is taken is deemed to have assented to the action taken unless he objectsat the beginning of the meeting (or promptly upon his arrival) to holding it ortransacting specified business at the meeting; or he votes against or abstainsfrom the action taken.

***Committees***

    The board ofdirectors, by resolution adopted by a majority of the full board of directors,may designate from among its members an executive committee and one or moreother committees each of which, to the extent provided in such resolution shallhave and may exercise all the authority of the board of directors, except thatno such committee shall have the authority to: Approve or recommend toshareholders actions or proposals required by this act to be approved byshareholders, fill vacancies on the board of directors or any committee thereof,adopt, amend, or repeal the bylaws, authorize or approve the reacquisition ofshares unless pursuant to a general formula or method specified by the board ofdirectors, authorize or approve the issuance or sale or contract for the sale ofshares, or determine the designation and relative rights, preferences, andlimitations of a voting group except that the board of directors may authorize acommittee (or a senior executive officer of the corporation) to do so withinlimits specifically prescribed by the board of directors.

***Acquisitions - BindingCommitments***

    The full boardof directors shall constitute the Acquisition Committee.  Acquisitions(defined by the granting of any American Enterprise Corporation security orpayment of cash or other exchange of valuable consideration) may only beapproved by a unanimous agreement of the full board of directors.  Anyacquisition agreement executed without the written signature of the full boardof directors shall not be binding on American Enterprise Corporation.  ThisBy-Law may not be altered or eliminated without the consent of a majority ofdisinterested shareholders.  

***General standards fordirectors***

    A director ofthis Corporation shall discharge his duties as a director, including his dutiesas a member of a committee, in good faith, with the care an ordinarily prudentperson in a like position would exercise under similar circumstances; and in amanner he reasonably believes to be in the best interests of the corporation.    In discharging his duties, a director is entitled to rely oninformation, opinions, reports, or statements, including financial statementsand other financial data, if prepared or presented by one or more officers oremployees of the corporation whom the director reasonably believes to bereliable and competent in the matters presented, legal counsel, publicaccountants, or other persons as to matters the director reasonably believes arewithin the persons' professional or expert competence; or a committee of theboard of directors of which he is not a member if the director reasonablybelieves the committee merits confidence. In discharging his duties, a directormay consider such factors as the director deems relevant, including thelong-term prospects and interests of the corporation and its shareholders, andthe social, economic, legal, or other effects of any action on the employees,suppliers, customers of the corporation or its subsidiaries, the communities andsociety in which the corporation or its subsidiaries operate, and the economy ofthe state and the nation. A director is not liable for any action taken as adirector, or any failure to take any action, if he performed the duties of hisoffice in compliance with this section.

***Liability of directors***

    Directors ofthis Corporation shall not be personally liable for monetary damages to thecorporation or any other person for any statement, vote, decision, or failure toact, regarding corporate management or policy, by a director, unless thedirector breached or failed to perform his duties as a director; and thedirector's breach of, or failure to perform, those duties constitutes: 1. Aviolation of the criminal law, unless the director had reasonable cause tobelieve his conduct was lawful or had no reasonable cause to believe his conductwas unlawful. A judgment or other final adjudication against a director in anycriminal proceeding for a violation of the criminal law estops that directorfrom contesting the fact that his breach, or failure to perform, constitutes aviolation of the criminal law; but does not estop the director from establishingthat he had reasonable cause to believe that his conduct was lawful or had noreasonable cause to believe that his conduct was unlawful; 2. A transaction fromwhich the director derived an improper personal benefit, either directly orindirectly; 3. A circumstance under which the liability provisions pursuant tolaw are applicable; 4. In a proceeding by or in the right of the corporation toprocure a judgment in its favor or by or in the right of a shareholder,conscious disregard for the best interest of the corporation, or willfulmisconduct; or 5. In a proceeding by or in the right of someone other than thecorporation or a shareholder, recklessness or an act or omission which wascommitted in bad faith or with malicious purpose or in a manner exhibitingwanton and willful disregard of human rights, safety, or property.

***Director conflicts ofinterest***

    Any contractor other transaction between a corporation and one or more of its directors orany other corporation, firm, association, or entity in which one or more of itsdirectors are directors or officers or are financially interested shall beeither void or voidable because of such relationship or interest, because suchdirector or directors are present at the meeting of the board of directors or acommittee thereof which authorizes, approves, or ratifies such contract ortransaction, or because his or their votes are counted for such purpose. Unlessthe fact of such relationship or interest is disclosed or known to the board ofdirectors or committee which authorizes, approves, or ratifies the contract ortransaction by a vote or consent sufficient for the purpose without counting thevotes or consents of such interested directors, or the fact of such relationshipor interest is disclosed or known to the shareholders entitled to vote and theyauthorize, approve, or ratify such contract or transaction by vote or writtenconsent; or the contract or transaction is fair and reasonable as to thecorporation at the time it is authorized by the board, a committee, or theshareholders.

**ARTICLE IV - OFFICERS*****Required officers***

    A dulyappointed officer may appoint one or more officers or assistant officers ifauthorized by the board of directors. The board of directors shall delegate toone of the officers responsibility for preparing minutes of the directors' andshareholders' meetings and for authenticating records of the corporation. Thesame individual may simultaneously hold more than one office in thiscorporation.

***Duties of officers***

    Each officerhas the authority and shall perform the duties set forth herein or the dutiesprescribed by the board of directors or by direction of any officer authorizedby the bylaws or the board of directors to prescribe the duties of otherofficers. Each Officer of this Corporation shall be provided a writtendescription of responsibilities for their specific function and shall berequired to acknowledge an understanding of expectations by affixing his/hersignature thereon. 

***Resignation and removalof officers***

    An officer mayresign at any time by delivering notice to this corporation. A resignation iseffective when the notice is delivered unless the notice specifies a latereffective date. If a resignation is made effective at a later date and thecorporation accepts the future effective date, its board of directors may fillthe pending vacancy before the effective date if the board of directors providesthat the successor does not take office until the effective date. The board ofdirectors may remove any officer at any time with or without cause. Any officeror assistant officer, if appointed by another officer, may likewise be removedby such officer.

**ARTICLE V - SHARES OF THECOMPANY'S STOCK*****Fractional shares***

    ThisCorporation shall not issue fractional shares but in any such circumstance shallmake arrangements, or provide reasonable opportunity, for any person entitled toor holding a fractional interest in a share to sell such fractional interest orto purchase such additional fractional interests as may be necessary to acquirea full share. The holder of a fractional share is entitled to exercise therights of a shareholder, including the right to vote, to receive dividends, andto participate in the assets of the corporation upon liquidation. When thisCorporation is to pay in money the value of fractions of a share, the good faithjudgment of the board of directors as to the fair value shall be conclusive.

***Subscriptions for shares***

    A subscriptionfor shares of this Corporation is not enforceable unless in writing and signedby the subscriber. The board of directors may determine the payment terms ofsubscriptions for shares. A call for payment by the board of directors must beuniform as to all shares of the same class or series. Shares issued pursuant tosubscriptions are fully paid and nonassessable when the corporation receives theconsideration specified in the subscription agreement. If a subscriber defaultsin payment of money or property under a subscription agreement, the corporationmay collect the amount owed as any other debt. The corporation may rescind theagreement and may sell the shares if the debt remains unpaid more than 20 daysafter the corporation sends written demand for payment to the subscriber. Ifmailed, such written demand shall be deemed to be made when deposited in theUnited States mail in a sealed envelope addressed to the subscriber at his lastpost-office address known to the corporation, with first-class postage thereonprepaid. The defaulting subscriber or his legal representative shall be entitledto be paid the excess of the sale proceeds over the sum of the amount due andunpaid on the subscription and the reasonable expenses incurred in selling theshares, but in no event shall the defaulting subscriber or his legalrepresentative be entitled to be paid an amount greater than the amount paid bythe subscriber on the subscription.

***Issuance of shares***

    The board ofdirectors may authorize shares to be issued for consideration consisting of anytangible or intangible property or benefit to the corporation, including cash,promissory notes, services performed, promises to perform services evidenced bya written contract, or other securities of the corporation. Before thecorporation issues shares, the board of directors must determine that theconsideration received or to be received for shares to be issued is adequate.That determination by the board of directors is conclusive insofar as theadequacy of consideration for the issuance of shares relates to whether theshares are validly issued, fully paid, and nonassessable. When it cannot bedetermined that outstanding shares are fully paid and nonassessable, there shallbe a conclusive presumption that such shares are fully paid and nonassessable ifthe board of directors makes a good faith determination that there is nosubstantial evidence that the full consideration for such shares has not beenpaid.    When the corporation receives the consideration for which theboard of directors authorized the issuance of shares, the shares issued thereforare fully paid and nonassessable. Consideration in the form of a promise to paymoney or a promise to perform services is received by the corporation at thetime of the making of the promise, unless the agreement specifically providesotherwise.    The corporation may place in escrow shares issued for acontract for future services or benefits or a promissory note, or make otherarrangements to restrict the transfer of the shares, and may creditdistributions in respect of the shares against their purchase price, until theservices are performed, the note is paid, or the benefits received. If theservices are not performed, the shares escrowed or restricted and thedistributions credited may be canceled in whole or part.

***Liability for sharesissued before payment***

    A holder of,or subscriber to, shares of this Corporation shall be under no obligation to thecorporation or its creditors with respect to such shares other than theobligation to pay to the corporation the full consideration for which suchshares were issued or to be issued. Any person becoming an assignee ortransferee of shares, or of a subscription for shares, in good faith and withoutknowledge or notice that the full consideration therefor has not been paid shallnot be personally liable to the corporation or its creditors for any unpaidportion of such consideration, but the assignor or transferor shall continue tobe liable therefor. No pledgee or other holder of shares as collateral securityshall be personally liable as a shareholder, but the pledgor or other persontransferring such shares as collateral shall be considered the holder thereoffor purposes of liability under this section. An executor, administrator,conservator, guardian, trustee, assignee for the benefit of creditors, receiver,or other fiduciary shall not be personally liable to the corporation as a holderof, or subscriber to, shares of a corporation, but the estate and funds in hishands shall be so liable. No liability under this section may be asserted morethan 5 years after the earlier of the issuance of the stock, or the date of thesubscription upon which the assessment is sought.

***Share dividends***

    Shares may beissued pro rata and without consideration to this Corporation's shareholders orto the shareholders of one or more classes or series. An issuance of sharesunder this subsection is a share dividend. Shares of one class or series may notbe issued as a share dividend in respect of shares of another class or seriesunless a majority of the votes entitled to be cast by the class or series to beissued approves the issue, or there are no outstanding shares of the class orseries to be issued. If the board of directors does not fix the record date fordetermining shareholders entitled to a share dividend, it is the date the boardof directors authorizes the share dividend.

***Share options***

    ThisCorporation may issue rights, options, or warrants for the purchase of shares ofthe corporation. The board of directors shall determine the terms upon which therights, options, or warrants are issued, their form and content, and theconsideration for which the shares are to be issued.     The terms and conditions of stock rights and options whichare created and issued by this Corporation or its successor, and which entitlethe holders thereof to purchase from this Corporation shares of any class orclasses, whether authorized but unissued shares, treasury shares, or shares tobe purchased or acquired by the corporation, may include, without limitation,restrictions, or conditions that preclude or limit the exercise, transfer,receipt, or holding of such rights or options by any person or persons,including any person or persons owning or offering to acquire a specified numberor percentage of the outstanding common shares or other securities of thecorporation, or any transferee or transferees of any such person or persons, orthat invalidate or void such rights or options held by any such person orpersons or any such transferee or transferees.

***Form and content ofcertificates***

    Shares may butneed not be represented by certificates. The rights and obligations ofshareholders are identical whether or not their shares are represented bycertificates. The board of directors of a corporation may authorize the issue ofsome or all of the shares of any or all of its classes or series withoutcertificates. In such an event, within a reasonable time after the issue ortransfer of shares without certificates, the corporation shall send theshareholder a written statement of the information required on certificates asset forth in the bylaws of this Corporation.     At a minimum, each share certificate issued by thisCorporation shall state on its face HealthCentrics, Inc., a Florida Corporation;The name of the person to whom issued; and The number and class of shares andthe designation of the series, if any, the certificate represents. If theissuing corporation is authorized to issue different classes of shares ordifferent series within a class, the designations, relative rights, preferences,and limitations applicable to each class and the variations in rights,preferences, and limitations determined for each series (and the authority ofthe board of directors to determine variations for future series) must besummarized on the front or back of each certificate. Alternatively, eachcertificate may state conspicuously on its front or back that the corporationwill furnish the shareholder a full statement of this information on request andwithout charge. Each share certificate must be signed (either manually or infacsimile) by the President and Treasurer or as designated by the board ofdirectors, and must bear the corporate seal or its facsimile. If the person whosigned (either manually or in facsimile) a share certificate no longer holdsoffice when the certificate is issued, the certificate is nevertheless valid.

***Restriction on transferof shares and other securities***

    Unless theCompany is provided with a qualified Opinion of Counsel that the following isnot required, a legend in substantially the following form will be placed on anycertificate(s) evidencing shares or other securities of this Corporation:

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**THESE SECURITIES CANNOT BE  SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY INVESTOR TO ANY OTHER PERSON  OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS  AMENDED, AND UNDER APPLICABLE LAW OF THE STATE OR Jurisdiction WHERE SOLD,  TRANSFERRED OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR Disposition SHALL  QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION. ANY REQUEST FOR THE  SALE, TRANSFER OR OTHER DISPOSITION OF THESE SHARES SHALL BE ACCOMPANIED BY AN  OPINION OF COUNSEL ACCEPTABLE TO THIS CORPORATION.**

**   **Stop transfer instructions will be placed withrespect to the securities of this Corporation so as to restrict resale or othertransfer thereof subject to further items hereof, including the provisions ofthe legend set forth above. 

***Expenses of issue***

    ThisCorporation shall pay the expenses of selling or underwriting its shares.

***Corporation's acquisitionof its own shares***

    ThisCorporation may acquire its own shares and shares so acquired shall constituteauthorized but unissued shares of the same class but undesignated as to series.

**ARTICLE VI - GENERAL PROVISIONS*****Emergency powers***

    During anyemergency defined in the preamble hereto, the board of directors of thisCorporation may: modify lines of succession to accommodate the incapacity of anydirector, officer, employee, or agent; and relocate the principal office ordesignate alternative principal offices or regional offices or authorize theofficers to do so. During an emergency defined in the preamble hereto notice ofa meeting of the board of directors need be given only to those directors whomit is practicable to reach and may be given in any practicable manner, includingby publication and radio; one or more officers of the corporation present at ameeting of the board of directors may be deemed to be directors for the meeting,in order of rank and within the same rank in order of seniority, as necessary toachieve a quorum; and the director or directors in attendance at a meetingconstitute a quorum. Corporate action taken in good faith during an emergencyunder this section to further the ordinary business affairs of the corporationbinds the corporation; and may not be used to impose liability on a corporatedirector, officer, employee, or agent. No officer, director, or employee actingin accordance with this section shall be liable except for willful misconduct.Any emergency of the Corporation shall remain in effect during such emergency,and upon termination of the emergency, this section of the Corporation's bylawswill cease to be operative. 

***Loans to officers,directors, and employees; guaranty of obligations***

    ThisCorporation may lend money to, guarantee any obligation of, or otherwise assistany officer, director, or employee of the corporation or of a subsidiary,whenever, in the judgment of the board of directors, such loan, guaranty, orassistance may reasonably be expected to benefit the corporation. The loan,guaranty, or other assistance may be with or without interest and may beunsecured or secured in such manner as the board of directors shall approve,including, without limitation, a pledge of shares of stock of the corporation.

***Indemnification ofofficers, directors, employees, and agents***

    Thiscorporation shall indemnify any person who was or is a party to any proceeding(other than an action by, or in the right of, the corporation), by reason of thefact that he is or was a director, officer, employee, or agent of thecorporation or is or was serving at the request of the corporation as adirector, officer, employee, or agent of another corporation, partnership, jointventure, trust, or other enterprise against liability incurred in connectionwith such proceeding, including any appeal thereof, if he acted in good faithand in a manner he reasonably believed to be in, or not opposed to, the bestinterests of the corporation and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful. Thetermination of any proceeding by judgment, order, settlement, or conviction orupon a plea of nolo contendere or its equivalent shall not, of itself, create apresumption that the person did not act in good faith and in a manner which hereasonably believed to be in, or not opposed to, the best interests of thecorporation or, with respect to any criminal action or proceeding, hadreasonable cause to believe that his conduct was unlawful.    This corporation shall indemnify any person, who was or is aparty to any proceeding by or in the right of the corporation to procure ajudgment in its favor by reason of the fact that he is or was a director,officer, employee, or agent of the corporation or is or was serving at therequest of the corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise, againstexpenses and amounts paid in settlement not exceeding, in the judgment of theboard of directors, the estimated expense of litigating the proceeding toconclusion, actually and reasonably incurred in connection with the defense orsettlement of such proceeding, including any appeal thereof. Suchindemnification shall be authorized if such person acted in good faith and in amanner he reasonably believed to be in, or not opposed to, the best interests ofthe corporation, except that no indemnification shall be made under thissubsection in respect of any claim, issue, or matter as to which such personshall have been adjudged to be liable unless, and only to the extent that, thecourt in which such proceeding was brought, or any other court of competentjurisdiction, shall determine upon application that, despite the adjudication ofliability but in view of all circumstances of the case, such person is fairlyand reasonably entitled to indemnity for such expenses which such court shalldeem proper.    To the extent that a director, officer, employee, or agent ofa corporation has been successful on the merits or otherwise in defense of anyproceeding referred to in herein, or in defense of any claim, issue, or mattertherein, he shall be indemnified against expenses actually and reasonablyincurred by him in connection therewith. Expenses incurred by an officer ordirector in defending a civil or criminal proceeding may be paid by thecorporation in advance of the final disposition of such proceeding upon receiptof an undertaking by or on behalf of such director or officer to repay suchamount if he is ultimately found not to be entitled to indemnification by thecorporation pursuant to this section. Expenses incurred by other employees andagents may be paid in advance upon such terms or conditions that the board ofdirectors deems appropriate.    This Corporation shall have the power to purchase andmaintain insurance on behalf of any person who is or was a director, officer,employee, or agent of the corporation or is or was serving at the request of thecorporation as a director, officer, employee, or agent of another corporation,partnership, joint venture, trust, or other enterprise against any liabilityasserted against him and incurred by him in any such capacity or arising out ofhis status as such, whether or not the corporation would have the power toindemnify him against such liability under the provisions of this section.

***Affiliated transactions***

    In addition toany affirmative vote required by any other section of these Bylaws or by theArticles of Incorporation, an affiliated transaction shall be approved by theaffirmative vote of the holders of two-thirds of the voting shares other thanthe shares beneficially owned by the interested shareholder.     A majority of the disinterested directors shall have thepower to determine for the purposes of this section: Whether a person is aninterested shareholder; The number of voting shares beneficially owned by anyperson; Whether a person is an affiliate or associate of another; and Whetherthe securities to be issued or transferred by the corporation or any of itssubsidiaries to any interested shareholder or any affiliate or associate of theinterested shareholder have an aggregate fair market value equal to or greaterthan 5 percent of the aggregate fair market value of all of the outstandingvoting shares of the corporation or any of its subsidiaries.    The voting requirements set forth in subsection (2) do notapply to a particular affiliated transaction if the affiliated transaction hasbeen approved by a majority of the disinterested directors or the corporationhas not had more than 300 shareholders of record at any time during the 3 yearspreceding the announcement date.     Notwithstanding anything to the contrary herein, materialtransactions with officers, directors, affiliates or shareholders shall be:

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(a) On terms no less favorable  to the Company or its affiliates that those that are generally available from  unaffiliated third parties; and  (b) Ratified by a majority of independent outside members of the Company's  Board of Directors who do not have an interest in the transaction. However, if  the Company has 100 or fewer Shareholders, such transactions can be ratified  by a majority of the Company's Board of Directors. 

***Authority to amend thearticles of incorporation***

    ThisCorporation may amend its articles of incorporation at any time to add or changea provision that is required or permitted in the articles of incorporation or todelete a provision not required in the articles of incorporation. Whether aprovision is required or permitted in the articles of incorporation isdetermined as of the effective date of the amendment. A shareholder of thiscorporation does not have a vested property right resulting from any provisionin the articles of incorporation, including provisions relating to management,control, capital structure, dividend entitlement, or purpose or duration of thisCorporation. This Corporation's board of directors may adopt one or moreamendments to this Corporation's articles of incorporation without shareholderaction that is expressly permitted by law to be made without shareholder action.

***Corporate records***

    ThisCorporation shall keep as permanent records minutes of all meetings of itsshareholders and board of directors, a record of all actions taken by theshareholders or board of directors without a meeting, and a record of allactions taken by a committee of the board of directors in place of the board ofdirectors on behalf of the corporation. This corporation shall maintain accurateaccounting records according to Generally Accepted Accounting Principals (GAAP).    This corporation or its agent shall maintain a record of itsshareholders in a form that permits preparation of a list of the names andaddresses of all shareholders in alphabetical order by class of shares showingthe number and series of shares held by each.    This corporation shall keep a copy of the following recordsand shall make such records available for inspection by shareholders of recordas set forth herein: 

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(a) Its articles or restated  articles of incorporation and all amendments to them currently in effect;  (b) Its bylaws or restated bylaws and all amendments to them currently in  effect;  (c) Resolutions adopted by its board of directors creating one or more classes  or series of shares and fixing their relative rights, preferences, and  limitations, if shares issued pursuant to those resolutions are outstanding;  (d) The minutes of all shareholders' meetings and records of all action taken  by shareholders without a meeting for the past 3 years;  (e) Written communications to all shareholders generally or all shareholders  of a class or series within the past 3 years, including the financial  statements furnished for the past 3 years;  (f) A list of the names and business street addresses of its current directors  and officers; and  (g) Its most recent annual report.

***Corporate Seal***

    The seal ofthe Corporation shall bear the name of the corporation, the year of itsorganization the words "CORPORATE SEAL, FLORIDA" or 'OFFICIAL CORPORATE SEAL,FLORIDA." The seal may be used by causing it to be impressed directly on theinstrument or writing to be sealed, or upon adhesive substance affixed thereto.The seal on the certificates for shares or on any corporate obligation for thepayment of money may be facsimile, engraved or printed. 

***Execution of Instruments***

    All corporateinstruments and documents shall be signed or countersigned, executed, verifiedor acknowledged by such officer or officers or other person or persons as theBoard may fro tie to tie designate. All checks, drafts or other orders for thepayment of money, notes or other evidence of indebtedness issued in the name ofthe corporation shall be signed by such officer or officers agent or agents ofthe corporation, and in such manner as shall be determined fro tie to tie byresolution of the Board.

***Fiscal Year***

    The fiscalyear shall begin on the first day of each year. 

***Construction***

    Whenever aconflict arises between the language of these By-laws and the Articles ofIncorporation, the Articles of Incorporation shall govern.