ARTICLES OF INCORPORATION

Published on November 23, 1998





(2) Charter and Bylaws

Articles of Incorporation of Swifty Carwash & Quik-Lube, Inc.

The undersigned, acting as incorporator of the captioned corporation under
the Florida Business Corporation Act, adopts the following Articles of
Incorporation:

ARTICLE I
Corporate name and Principal Office

The name of this corporation is SWIFTY CARWASH & QUIK-LUBE, INC. and its
principal office and mailing address is 17521 Crawley Road, Odessa, Florida
33556.

ARTICLE II
Commencement of Corporate Existence

The corporation shall come into existence on September 23, 1997.

ARTICLE III
General Nature of Business

The corporation may transact any lawful business for which corporations may
be incorporated under Florida law.

ARTICLE IV
Capital Stock

The aggregate number of shares of stock authorized to be issued by this
corporation shall be 50,000,000 shares of common stock, each with a par value of
$.0001. Each share of issued and outstanding common stock shall entitle the
holder thereof to fully participate in all shareholder meetings, to cast one
vote on each matter with respect to which shareholders have the right to vote,
and to share ratably in all dividends and other distributions declared and paid
with respect to the common stock, as well as in the net assets of the
corporation upon liquidation or dissolution.

ARTICLE V
Initial Registered Office and Agent

The street address of the initial registered office of the corporation
shall be 220 South Franklin Street, Tampa, Florida 33602, and the initial
registered agent of the corporation at such address is David M. Jeffries.

ARTICLE VI
Incorporator

The name and address of the corporation's incorporator is:

Name Address

Stephanie R. Conn 220 South Franklin Street
Tampa, Florida 33602

ARTICLE VII
By-Laws

The power to adopt, alter, amend or repeal by-laws of this corporation
shall be vested in its shareholders and separately in its Board of Directors, as
prescribed by the by-laws of the corporation.

ARTICLE VIII
Indemnification

If in the judgment of a majority of the entire Board of Directors,
(excluding from such majority any director under consideration for
indemnification), the criteria set forth in Section 607.0850(1) or (2), Florida
Statutes, as then in effect, have been met, then the corporation shall indemnify
any director, officer, employee or agent thereof, whether current or former,
together with his or her personal representatives, devisees or heirs, in the
manner and to the extent contemplated by Section 607.0850, as then in effect, or
by any successor law thereto.

IN WITNESS WHEREOF, the undersigned has executed these Articles this 23rd
day of September, 1997.

/S/ Stephanie R. Conn
Stephanie R. Conn



CERTIFICATE DESIGNATING
REGISTERED AGENT


Pursuant to the provisions of Sections 48.091 and 607.0501, Florida
Statutes, SWIFTY CARWASH & QUIK-LUBE, INC., desiring to organize under the laws
of the State of Florida, hereby designates David M. Jeffries, an individual
resident of the State of Florida, as its Registered Agent for the purpose of
accepting service of process within such State and designates 220 South Franklin
Street, Tampa, Florida 33602, the business office of its Registered Agent, as
its Registered Office.

SWIFTY CARWASH & QUIK-LUBE, INC



By: /s/ Stephanie R. Conn
---------------------------
Stephanie R. Conn, Incorporator


ACKNOWLEDGEMENT

I hereby accept my appointment as Registered Agent of the above named
corporation, acknowledge that I am familiar with and accept the obligations
imposed by Florida law upon that position, and agree to act as such in
accordance with the provisions ss.ss.48.091 and 607.0505, Florida Statues.



/s/ David M. Jeffries
------------------------------
David M. Jeffries