ARTICLES OF INCORPORATION
                                       OF
                         SLEEPY HOLLOW ENTERPRISES, INC.

         The undersigned subscriber to these Articles of Incorporation is a
natural person competent to contract and hereby form a Corporation for profit
under Chapter 607 of the Florida Statutes.

                                    ARTICLE 1
                                      NAME
                                      ----

         The name of the Corporation is SLEEPY HOLLOW ENTERPRISES, INC.

                                   ARTICLE II
                                     PURPOSE
                                     -------

         To engage in business capital ventures and other business permitted
under the laws of the United States and the State of Florida.

                                   ARTICLE III
                                  CAPITAL STOCK
                                  -------------

         This corporation is authorized to issue 10,000,000 shares of common
stock.

         The common stock of the corporations hall have the following
characteristics

               (a)  Par value shall be $.001 per share.

               (b)  At all meetings of the stockholders the common stockholders
                    shall be entitled to cast one (1) vote for each share of
                    common stock owned. That a common stockholder is interested
                    in a matter to be voted upon shall not disqualify him from
                    voting thereon.

               (c)  Except as otherwise provided by law, the entire voting power
                    for the election of the directors and for all other purposes
                    shall be vested exclusively in the holders of the
                    outstanding common stock.

                                   ARTICLE IV
                                TERM OF EXISTENCE
                                -----------------

         This corporation shall have perpetual existence commencing on the date
of filing of these Articles of Incorporation with the Secretary of State of the
State of Florida.




                                    ARTICLE V
                     REGISTERED OFFICE AND REGISTERED AGENT
                     --------------------------------------

         The street address of initial registered office of this corporation is
22154 Martella Avenue, Boca Raton, Florida 33433 and the name and address of the
initial registered agent of this corporation is Peter Goldstein.

                                   ARTICLE VI
                            INITIAL PRINCIPAL OFFICE
                            ------------------------

         The initial principal office and mailing address of this Corporation is
22154 Martella Avenue, Boca Raton, Florida 33433. The Board of Directors may,
from time to time, change the street and post office address of the corporation
as well as the location of its principal office.

                                   ARTICLE VII
                           INITIAL BOARD OF DIRECTORS
                           --------------------------

         This corporation shall have one (1) director initially. The number of
directors may be either increased or diminished from time to time by the By-Laws
but shall never be less than one (1). The name and address of the initial
director of this corporation are:

         Peter Goldstein   22154 Martella Avenue, Boca Raton, Florida 33433

                                   ARTICLE VII
                                    AMENDMENT
                                    ---------

         This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, in the
manner provided by law.

                                  ARTICLE VIII
                                  INCORPORATOR
                                  ------------

         The name and address of the person signing these Articles is: Peter
Goldstein, 22154 Martella Avenue, Boca Raton, Florida 33433




         IN WITNESS WHEREOF, the undersigned subscriber and registered agent has
executed these Articles of Incorporation this 30th day of November, 1999.

                        /s/ Sean P. King Attorney In Fact
                        -----------------------------------
                            Subscriber and Registered Agent

STATE OF FLORIDA           )
                                            )ss
COUNTY OF PALM BEACH       )

         BEFORE ME, a Notary Public authorized to take acknowledgements in the
State and County set forth above, personally appeared Peter Goldstein, known to
me to be the person who executed the foregoing Articles of Incorporation, and he
acknowledged before that he executed those Articles of Incorporation

                                           ---------------------
                                           NOTARY PUBLIC
                                           State of Florida at Large



                         ACCEPTANCE OF REGISTERED AGENT
                         ------------------------------

         Having been designated to accept services of process for the above
stated corporation, at the place set forth herein above, I hereby accept such
designation and agree to act in such capacity and to comply with all provisions
of Section 607.0501 and 607.0505 Florida Statutes.


                                     By: /s/ Sean P. King Attorney In Fact
                                     -------------------------------------
                                              Peter Goldstein
                                              Registered Agent