BYLAWS
                                      OF
                           BERNARD, ALLAN & EDWARDS, INC.


ARTICLE I
OFFICES
The principal office of the Corporation may be located within or without
the State of Florida. The Corporation may have such other offices, either
within or without the State of Florida, as the Board of Directors may
designate, or as the business of the Corporation may require from time to
time.

ARTICLE II
SHAREHOLDERS
SECTION 1.  Annual Meeting.  The annual meeting of the shareholders will be
held on or about the 16th day in the month of April in each year, beginning
with the year 2002, at the hour of 10 o'clock A.M., unless the Board of
Directors shall determine a different date and time, for the purpose of
electing Directors and for the transaction of such other business as may
come before the meeting.

SECTION 2.  Special Meetings.  Special Meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by the Board of Directors, and shall be called
by the President at the request of the holders of not less than fifteen
percent of the outstanding shares of the Corporation entitled to vote
at the Meeting.

SECTION 3. Place of Meeting.  The Board of Directors may designate any
place, either within or without the State of Florida, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or
any special meeting of shareholders. If no designation is made, the place
of meeting shall be the principal office of the Corporation.

SECTION 4.  Notice of Meeting.  Written notice stating the place, day, and
hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall unless otherwise prescribed
by statute be delivered not less than ten nor more than thirty days before
the date of the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his
or her address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.

SECTION 5.  Closing of Transfer Books or Fixing of Record.  For the purpose
of determining shareholders entitled to notice or to vote at any meeting of
shareholders or any adjournments thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for the stated period, but not
to exceed in any case fifty days.  If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at
least forty five days immediately preceding such meeting.  In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a dates
as the record date of any such determination of shareholders, such date in
any case to be not more than forty five days and, in case of a meeting of
shareholders, not less than forty five days prior to the date on which the
particular action requiring such determination of shareholders is to be
taken.  If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice or to vote
at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record ate for such
determination of shareholders.  When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof.

SECTION 6.  Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order with the address of and
the number of shares held by each.  Such list shall be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for
the purposes thereof.

SECTION 7.  Quorum.  A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum.

SECTION 8. Proxies. A shareholder, or other person entitled to vote on behalf
of a shareholder pursuant to F.S. 607.0721, or attorney in fact may vote the
shareholder's shares in person or by proxy.

(1)(a) A shareholder may appoint a proxy to vote or otherwise act for the
shareholder by signing an appointment form, either personally or by the
shareholder's attorney in fact. An executed telegram or cablegram appearing
to have been transmitted by such person, or a photographic, photostatic, or
equivalent reproduction of an appointment form, is a sufficient appointment
form.
(b) Without limiting the manner in which a shareholder may appoint a proxy
to vote or otherwise act for the shareholder pursuant to paragraph (a), a
shareholder may grant such authority by:
i. Signing an appointment form or having such form signed by the
shareholder's authorized officer, director, employee, or agent by any
reasonable means including, but not limited to, facsimile signature.
ii. Transmitting or authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who will be the proxy or
to a proxy solicitation firm, proxy support service organization, registrar,
or agent authorized by the person who will be designated as the proxy to
receive such transmission. However, any telegram, cablegram, or other means
of electronic transmission must set forth or be submitted with information
from which can be determined that the transmission was authorized by the
shareholder. If it is determined that the transmission is valid, the
inspectors of election or, if there are no inspectors, such other persons
making that determination shall specify the information upon which they
relied.

(2) An appointment of a proxy is effective when received by the secretary or
other officer or agent authorized to tabulate votes. An appointment is valid
for up to 11 months unless a longer period is expressly provided in the
appointment form.

(3) The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
or her authority under the appointment.

(4) An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest. Appointments coupled with an
interest include the appointment of:
(a) A pledgee;
(b) A person who purchased or agreed to purchase the shares;
(c) A creditor of the Corporation who extended credit to the corporation
under terms requiring the appointment;
(d) An employee of the corporation whose employment contract requires the
appointment; or
(e) A party to a voting agreement created under F.S. 607.0731.

(5) An appointment made irrevocable under subsection (4) becomes revocable
when the interest with which it is coupled is extinguished and, in a case
provided for in paragraph (4)(c) or paragraph (4)(d), the proxy becomes
revocable 3 years after the date of the proxy or at the end of the period,
if any, specified therein, whichever is less, unless the period of
irrevocability is renewed from time to time by the execution of a new
irrevocable proxy as provided in this section. This does not affect the
duration of a proxy under subsection (3). (6) A transferee for value of
shares subject to an irrevocable appointment may revoke the appointment
if the transferee did not know of its existence when he or she acquired
the shares and the existence of the irrevocable appointment was not noted
conspicuously on the certificate representing the shares or on the
information statement for shares without certificates. (7) Subject to
F.S. 607.0724 and to any express limitation on the proxy's authority
appearing on the face of the appointment form, the Corporation is
entitled to accept the proxy's vote or other action as that of the
shareholder making the appointment.

(6) If an appointment form expressly provides, any proxy holder may appoint,
in writing, a substitute to act in his or her place.

SECTION 9. Voting of Shares.  Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.

SECTION 10.  Voting of Shares by Certain Holders. Shares standing in the name
of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe or, in the absence of such provision
as the board of directors of such corporation may determine.  Shares held by
an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.

SECTION 11.  Informal Action by Shareholders.  Unless otherwise provided by
law, any action required to be taken at a meeting of the shareholders, or
any action which may be taken at a meeting of the shareholders, may be taken
without a meeting in compliance with F.S. 607.0704 and any amendments
thereto.

ARTICLE III
BOARD OF DIRECTORS

SECTION I. General Powers. All corporate powers shall be exercised by or
under the authority of, and the  business and affairs of the Corporation
shall be managed by its Board of Directors.

SECTION 2.  Number, Tenure and Qualifications. The number of directors
which shall constitute the whole board shall be fixed by the Board of
Directors, and shall not be less than one nor more than nine. The Board of
Directors shall be divided into three separate classes and each Class shall
consist of not more than three directors. Any increase or decrease in the
number of directors shall be so apportioned among the classes as to make
all classes as nearly equal in number as possible.

The initial board following the adoption of this provision shall consist
of three Class A directors, three Class B directors, and three Class C
directors. The first Class A directors shall be elected for a term of one
year; the first Class B directors shall be elected for a term of two years;
the first Class C directors shall be elected for a term of three years.
Thereafter each class of directors shall be elected for a term of three
years and shall hold office until their successor shall be elected and
qualified. Except as provided in this SECTION 9, at each annual meeting of
shareholders, the shareholders shall elect successors for the directors of
the Class whose term is expiring

SECTION 3. Meeting.  The board of directors may hold regular or special
meetings in or out of the State of Florida.

A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless the time and
place of the adjourned meeting are announced at the time of the
adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chair of the
board or by the President of the Corporation.

The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through the
use of, any means of communication by which all directors participating
may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in
person at the meeting.

SECTION 4.  Action Without Meetings. Action required or permitted to
be taken at a Board of Directors' meeting or committee meeting may be
taken without a meeting if the action is taken by all members of the
board or of the committee. The action must be evidenced by one or more
written consents describing the action taken and signed by each director
or committee member.

Action taken under this SECTION 4 is effective when the last director
signs the consent, unless the consent specifies a different effective date.

A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.

SECTION 5.  Notice.  Regular meetings 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 Directors must be preceded by at least
2 days' notice of the date, time, and place of the meeting. The notice
need not describe the purpose of the special meeting.  Notice may be
provided by any means reasonably believed to actually deliver such
notice within the time limit specified herein.

Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting and a waiver of any and all objections to the place of
the meeting, the time of the meeting, or the manner in which it has been
called or convened, except when a director states, 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 lawfully called
or convened.

SECTION 6.  Quorum and Voting. A quorum of a Board of Directors consists
of a majority of the number of directors prescribed by these bylaws,
elected or appointed, as the case may be, at the time of the meeting in
which a vote shall be taken.

If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the Board of Directors
 .
A director of the Corporation who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless the
director objects at the beginning of the meeting (or promptly upon his or
her arrival) to holding it or transacting specified business at the
meeting; or votes against or abstains from the action taken.

SECTION 7.  Committees. The Board of Directors, by resolution adopted
by a majority of the full Board of Directors, may designate from among
its members an executive committee and one or more other committees each
of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no
such committee shall have the authority to:
(a) Approve or recommend to shareholders actions or proposals required
by this act to be approved by shareholders.
(b) Fill vacancies on the Board of Directors or any committee thereof.
(c) Adopt, amend, or repeal the bylaws.
(d) Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors.
(e) Authorize or approve the issuance or sale or contract for the sale
of shares, or determine the designation and relative rights, preferences,
and limitations of a voting group except that the Board of Directors may
authorize a committee (or a senior executive officer of the corporation)
to do so within limits specifically prescribed by the Board of Directors.

Each committee must have two or more members who serve at the pleasure of
the Board of Directors. The Board, by resolution, may designate one or
more directors as alternate members of any such committee who may act in
the place and stead of any absent member or members at any meeting of
such committee.

Neither the designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by any member of the Board of Directors not
a member of the committee in question with his or her responsibility to
act in good faith, in a manner he or she reasonably believes to be in the
best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

SECTION 8. Liability. A director is not personally liable for monetary
damages to the Corporation or any other person for any statement, vote,
decision, or failure to act, regarding corporate management or policy,
by a director, except as may be specifically required by law.

ARTICLE V
OFFICERS

SECTION 1.  Number.  The officers of the Corporation shall be a President,
a Secretary and a Treasurer, each of whom shall be elected by the Board
of Directors. Such other officers and assistant officers as may be deemed
necessary or useful may be elected or appointed by the Board Of Directors.
The Board of Directors may leave any office unfilled for any period except
those of President and Secretary. Any two or more offices may be
held any person.  Officers need not be shareholders of the Corporation.

SECTION 2. Election, Term of Office, Duties. The officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of shareholders, or as soon thereafter as conveniently
may be. Each officer shall hold office until his or her successor shall have
been duly elected and qualified, or until his or her death, incapacity,
resignation, or removal. The duties of any officer may be prescribed by
the Board of Directors or by direction of any officer authorized by the
bylaws or the Board of Directors to prescribe the duties of other officers.

SECTION 3. Resignation and Removal. An officer may resign at any time by
delivering notice to the Corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date and the corporation
accepts the future effective date, the Board of Directors may fill the
pending vacancy before the effective date if the Board of Directors provides
that the successor does not take office until the effective date.

The Board of Directors may remove any officer at any time with or without
cause. Any officer or assistant officer, if appointed by another officer,
may likewise be removed by such officer.

SECTION 4. Vacancies.  A vacancy in any office may be filled by the
Board of Directors for the unexpired portion of the term.

SECTION 5. President.  The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. The President, when present, shall preside at
all meetings of the shareholders and the Board of Directors, unless there
is a Chairman of the Board, in which case the Chairman shall preside.

SECTION 6.  Vice President. If a Vice President shall be elected or
appointed by the Board of Directors, then in the absence of the President,
or in the event of the President's death, inability, or refusal to act,
the Vice President shall perform the duties of President, and when so
acting shall have all the powers and be subject to the same restrictions
as the President. The Vice President shall perform such other duties as
from time to time as may be assigned by the President or by the Board of
Directors. If there is more than one Vice President, each Vice President
shall succeed to the duties of the President in order of rank determined
by the Board of Directors. If no such rank has been determined, then each
Vice President shall succeed to the duties of the President in order of
date of election or appointment, the earliest date having the higher or
first rank.

SECTION 7.  Secretary.  The Secretary shall: (a) keep the minutes of the
proceedings of the Board of Directors and shareholders; (b) supervise the
giving of notices that may be required by law or these Bylaws; (c) be
custodian of all corporate records and the seal of the Corporation;
(d) have general charge of the stock transfer books of the Corporation;
(e) sign with the President certificates for the shares of the
Corporation which shall have been authorized by the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall:  (a) have charge and custody
of and be responsible for all funds and securities or the Corporation;
(b) receive and give receipts for money due and payable to the Corporation
from any source whatsoever, and deposit all such moneys in the name of
the Corporation in such banks, trust companies, or other depositories
as shall be selected in accordance with the provisions of Article VI of
these Bylaws; and (c) in general perform all of the duties incident to
the office of Ttreasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.  If required
by the Board of Directors, the Treasurer shall give the bond for the
faithful discharge of his or her duties in such sum and with such sureties
as the Board of Directors shall determine.

SECTION 9. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a
director of the Corporation.

ARTICLE V
INDEMNITY

SECTION 1. Indemnification of Officers, Directors, Employees, and Agents.
The Corporation shall have power to 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 the fact that he or she is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, 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.

SECTION 2. Florida Law Shall Apply.  Section 607.0850 of the
Florida Statutes, and any amendments thereto, and any successor statutue
or section, shall apply in determining the power of the Corporation to
indemnify any person.

SECTION 3. The Board of Directors may, in its discretion, direct the
purchase of liability insurance by the Corporation for purposes of
implementing the provisions of this Article V.

ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directos may authorize any officer or
officers, agent or agents, to enter into any contracts or execute and
deliver any instrument in the name of or on behalf of all the Corporation,
and such authority may be general are confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidence is on indebtedness shall be issued in its name unless
authorized by resolution of the Board of Directors.  Such party may be
general are confined to specific instances.

SECTION 3. Checks, drafts, etc. all checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation, and in such manner as shall from time
to time be determined by resolution of the Board of Directors.

SECTION 4. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, money markets, or other depositories as the Board of
Directors may select.

ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the
Board of Directors.

SECTION 2. Minimum Requirements. At a minimum, each share certificate
must state on its face:
(1)  The name of the Corporation and that the corporation is organized
under the laws of Florida;
(2)  The name of the person to whom issued; and
(3)  The number and class of shares and the designation of the series,
if any, the certificate represents.
(4)  If applicable, 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
of the Board of Directors to determine variations for future series)
must be summarized on the front or back of each certificate. Alternatively,
each certificate may state conspicuously on its front or back that the
corporation will furnish the shareholder a full statement of this
information on request and without charge.
(5) Each share certificate: (a) Must be signed (either manually or in
facsimile) by an officer or officers designated in these Bylaws or
designated by the Board of Directors, and (b) may bear the corporate seal
or its facsimile.

SECTION 3. Restrictions on Transfer. A restriction on the transfer or
registration of transfer of shares is authorized only to preserve exemptions
under federal or state securities law. "Shares" includes a security
convertible into or carrying a right to subscribe for or acquire shares
of the Corporation.

ARTICLE VIII
FISCAL YEAR
SECTION 1. The fiscal year of the Corporation shall begin on the first day
of January and end on the 31st day of December of each year.

ARTICLE IX
DIVIDENDS
SECTION 1. The Board of Directors may from time to time declare, and the
Corporation may payy dividends on its outstanding shares in a manner and
upon the terms and conditions provided by law and in its
Articles of Incorporation.

ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in
circular form and shall have been described thereon the name of the
Corporation, and the state of incorporation, and the words "Corporate Seal."

ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to the
give to any shareholder or director of the Corporation under the provisions
of these Bylaws or under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before after the time stated therein, shall be deemed equivalent
of the giving of such notice.

ARTICLE XII
AMENDMENTS
The Corporation's Board of Directors may amend or repeal the Corporation's
bylaws unless the shareholders, in amending or repealing the bylaws generally
or a particular bylaw provision, provide expressly that the board of
directors may not amend or repeal the bylaws or that bylaw provision.

ARTICLE XIII


These above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on this 6th day of April, 2001.


/s/ Michael B. McLaughlin, Sr.
Secretary