BY-LAWS

BY-LAWS
OF
SWIFTY CARWASH & QUIK-LUBE, INC.


ARTICLE I
Share Certificates and Transfer

Section 1. Certificates:

Certificates representing the shares of capital stock of this Corporation shall
be printed or engraved in such form and contain such recitals, signatures and
seals as required by law, or to the extent not in conflict therewith, as may be
determined by the Board of Directors. Every Shareholder shall be entitled to
receive a certificate representing the number of shares owned once such shares
are fully paid.

Section 2. Transfer:

Upon surrender to the secretary or transfer agent of the Corporation of a
certificate representing a share or shares of its stock, duly endorsed or
accompanied by evidence of succession, assignment or authority to transfer
reasonably satisfactory to the Secretary or transfer agent, as well as all
necessary Florida stock transfer tax stamps or the funds therefor and evidence
of compliance with any conditions or restrictions set forth or referred to on
the certificate, the Corporation shall be required to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction on its books.

Section 3. Issuance of Substitute Certificates:

A new certificate may be issued in lieu of any certificate previously issued
which has been defaced or mutilated, upon surrender or cancellation of a part of
the old certificate sufficient, in the opinion of the Treasurer, to protect the
Corporation against loss or liability. A new certificate may also be issued in
lieu of any certificate then not in the possession of the holder of record if
such holder shall by written affirmation, under oath, state the circumstances of
its absence, and shall, if required by the Board, provide the Corporation with
an indemnity bond in form and with one or more sureties satisfactory to the
Board, in at least double the value of the shares represented by the absent
certificate and satisfy any other reasonable requirements which it may impose.

ARTICLE II
Corporate Records and Seal; Authority to Act

Section 1. Records:

The Corporation shall maintain at its principal place of business accurate and
complete records of its operations and properties, including a record of its
Shareholders and minutes of the proceedings of its Shareholders, Board of
Directors and Board committees. Unless modified by Shareholder resolution
adopted not later than four months following the close of each of the
Corporation's operational years, the Corporation shall prepare within a
reasonable time following the close of each such year and maintain at its
principal place of business, as well as at its registered office, financial
records which shall include a statement of financial position as of the end of
each such year and a statement of profit earned or loss incurred therein.

Section 2. Inspection:

All records required by the Florida Business Corporation Act to be maintained by
the Corporation shall be open for inspection by the individuals and in the
manner specified in such Act as the same may be in effect from time to time.

Section 3. Closing Shareholder Record Book:

The Board may close the Shareholder record book for a period of not more than 30
nor less than ten days preceding any Shareholder meeting or the day fixed for
the payment of a dividend, and upon its failure to do so the Shareholder record
date for either purpose shall be 14 days preceding the event.

Section 4. Seal:

The Corporation shall own a corporate seal which shall be circular in form and
have inscribed thereon its name and the date and state of its incorporation.

Section 5. Contracts:

The Board of Directors may by resolution authorize any officer or agent to enter
into any contract or execute and deliver any instrument in the name of or on
behalf of the Corporation, and such authority may be general or confined to
specific instances; but absent the grant of such authority no individual, other
than the President, shall have power to bind the Corporation under any contract,
pledge its credit or render it liable for any purpose or in any amount.

Section 6. Checks and Drafts:

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
or endorsed by such person or persons and in such manner as shall be determined
by resolution of the Board of Directors.

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ARTICLE III
Shareholder Meetings and Voting Rights

Section 1. Annual Meetings:

The annual meeting of the Shareholders of the Corporation shall be held on the
first Tuesday of the fourth month following the close of the Corporation's
operational year. If that day is a legal holiday, the annual meeting will be
held on the first day thereafter that is not a legal holiday. At the annual
meeting the Shareholders, by vote of the holders of a majority of the shares
represented, shall elect a Board of Directors, consider reports of the affairs
of the Corporation and transact such other business as is properly brought
before the meeting.

Section 2. Special Meetings:

Special Shareholder meetings shall be held upon the direction of the President
or Board of Directors or upon the written request of the holders of not less
than ten percent of all shares entitled to vote.

Section 3. Place of Meeting:

All Shareholder meetings shall be held at the principal office of the
Corporation unless an alternate location shall be selected by the Board and
communicated to the Shareholders by written notice. The holders of a majority of
shares of the Corporation's outstanding voting stock shall have the right to
reject such alternative location by filing written notice to that effect with
the Secretary not less than two days prior to the called date of the meeting.

Section 4. Notice:

Written notice stating the place, day and hour of each Shareholder meeting and,
in the case of a special meeting, the nature of the business to be transacted
shall be delivered to each Shareholder of record entitled to vote not less than
ten days prior to the date of such meeting and otherwise in the manner specified
in the Florida Business Corporation Act. When a meeting is adjourned for 30 days
or more, notice of the adjourned meeting shall be given as in the case of the
original meeting; otherwise no notice of the adjournment or of the business to
be transacted at the adjourned meeting need be given other than by way of an
announcement made at the meeting at which such adjournment is taken.

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Section 5. Voting List:

Unless the Corporation has fewer than six Shareholders, as of the date fixed in
accordance with the provisions of Article II, Section 3., the officer or agent
having charge of the Shareholder record books shall prepare a list of the
Shareholders entitled to vote at each Shareholder meeting or any adjournment
thereof, including the address of and the number and class and series, if any,
of shares held by each. For a period of ten days prior to the meeting, such list
shall be kept at the Corporation's principal place of business where any
Shareholder shall be entitled to inspect it during usual business hours. The
list shall also be made available and subject to inspection by any Shareholder
at any time during the subject meeting.

Section 6. Substance of Meeting:

Any question may be considered and acted upon at an annual meeting, but no
question not stated in the call for a special meeting shall be acted upon
thereat unless the provisions of Article III, Section 9. or Article VI, Section
3. are complied with.

Section 7. Shareholders' Quorum and Voting Rights:

The holders of a majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
Shareholders, unless otherwise provided by law, but a lesser interest may
adjourn any meeting from time to time until the requisite amount of voting
shares shall be present.

Each outstanding share of the Corporation's capital stock shall entitle the
holder of record to one vote. An affirmative vote of a majority of the shares
represented at each meeting shall decide any question brought before it, unless
the question is one upon which, by express provision of law, the Corporation's
Articles of Incorporation or these By-Laws, a larger or different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 8. Proxies:

Every Shareholder entitled to vote, or to express consent to or dissent from a
proposed corporate action, may do so either in person or by written proxy duly
executed and filed with the Secretary of the Corporation. If a proxy is
executed, its use shall be controlled by the provisions of the Florida Business
Corporation Act.

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Section 9. Action By Shareholders Without a Meeting:

Any action required or allowed to be taken at a meeting of Shareholders may be
taken without a meeting, prior notice or vote, if a written consent, setting
forth the action taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, and the written consent specified in the Florida
Business Corporation Act shall be obtained and furnished to all non-consenting
Shareholders.

ARTICLE IV
Board of Directors

Section 1. Power and Responsibility:

Subject to the limitations imposed by the Articles of Incorporation, these
By-Laws or the Florida Business Corporation Act, all corporate powers and
responsibilities shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be controlled by, the Board of
Directors.

Section 2. Number:


The number of directors which shall constitute the entire Board of Directors
shall be not less than one nor more than seven. Within these limits the actual
number constituting the entire Board shall be that fixed from time to time by
Board resolution, and until such time as the Board determines otherwise, the
number of directors shall be three. No reduction in the number of Directors
shall have the effect of removing any director prior to the expiration of his
term of office.


Section 3. Election and Term:

At the first annual Shareholder meeting and at each annual meeting thereafter
the Shareholders shall elect directors to hold office until the next succeeding
annual meeting. Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and qualified or until
his earlier resignation, removal from office or death.

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Section 4. Vacancy:

Any vacancy occurring in the Board of Directors, including any vacancy created
by reason of an increase in the number of directors, may be filled by the
affirmative vote of a majority of all remaining directors, even if less than a
quorum, and a director so chosen shall hold office only until the next election
of directors by the Shareholders. The Shareholders may at any time elect a
director to fill any vacancy not filled by the directors, and may elect
additional directors at a meeting at which an amendment of the By-Laws is voted
authorizing an increase in the number of directors.

Section 5. Removal:

At a meeting of Shareholders called expressly for that purpose, any director or
the entire Board may be removed, with or without cause, by a vote of the holders
of a majority of the shares then entitled to vote at an election of directors.

Section 6. Presumption of Assent:

A director of the Corporation who is present at a meeting of its Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict of
interest.

Section 7. Quorum and Voting:

A majority of the number of directors fixed in the manner prescribed in Article
IV, Section 2 of these By-Laws shall constitute a quorum for the transaction of
business. The action of a majority of the directors present at any meeting at
which there is a quorum, when legally assembled, shall be a valid corporate
action.

Section 8. Director Conflicts of Interest:

The legal effectiveness or enforceability of any contract or other transaction
authorized by the Corporation's Board, any committee thereof or its Shareholders
which may present a conflict of interest as contemplated by the Florida Business
Corporation Act shall be determined by the provisions thereof. Directors whose
relationship with another person or entity is the source of such potential
conflict of interest may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction.

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Section 9. Executive and Other Committees:

(a) By resolution adopted by a majority of the entire Board of Directors, there
may be designated from among its members an executive committee and 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 with
respect to those matters which by law are precluded from being delegated to a
committee.

(b) Each committee (including the members thereof) shall serve at the pleasure
of the Board and shall keep minutes and report the same to the Board. The Board
may designate one or more directors as alternate members of any committee. In
the absence or upon the disqualification of a member of a committee, if no
alternate member has been designated by the Board, the members present at any
meeting and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of the absent or disqualified member.

(c) A majority of all members of a committee shall constitute a quorum for the
transaction of business, and the vote of a majority of all the members of a
committee present at a meeting at which a quorum is present shall be the act of
the committee. Each committee shall adopt whatever other rules of procedure it
determines appropriate for the conduct of its activities.

Section 10. Place of Meeting:

Meetings of the Board of Directors may be held at any location specified in the
call of the meeting or as agreed to by the directors.


Section 11. Time, Notice and Call of Meetings:

(a) Annual Meeting: Promptly following the adjournment of each annual
Shareholder meeting, the Board of Directors elected thereat shall, without
notice, convene an annual meeting and organize by the election of a Chairman who
shall preside over its further conduct.

(b) Regular Meetings: Regular meetings of the Board may be held during each
annual period in accordance with such schedule as may be agreed to by the Board
at its annual meeting. No notice need be given of such regular meetings.

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(c) Special Meetings: Special meetings of the Board shall be held from time to
time upon call issued by the Chairman of the Board, any two directors, or the
President or Vice-President of the Corporation. Written notice of the time and
place of each special meeting shall be delivered personally to all directors or
sent to each by telegram or letter, charges prepaid, addressed to him at his
address shown on the records of the Corporation or as otherwise actually known
by the Secretary. If notice is mailed or telegraphed, it shall constitute
sufficient notice if it is delivered to the above address not less than 24 hours
prior to the time of the holding of the meeting.

(d) Adjournment: A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board to another time and place. Notice
of the time and place of holding such adjourned meeting need not be given if
they are fixed at the meeting adjourned and while a quorum is present;
otherwise, notice shall be given to all directors in the manner directed in
subsection (c) above.

Section 12. Action Without a Meeting:

Any action required or permitted to be taken by the Board or a committee thereof
may be taken without a meeting if all members shall individually or collectively
consent in writing to such action. Such written consent shall be filed in the
minutes of the proceedings of the Board or committee and shall have the same
effect as a unanimous vote in favor of the action consented to.


ARTICLE V
Officers

Section 1. Composition and Term:

The officers of the Corporation shall consist of a President, Vice-President,
Secretary, Treasurer and such other officers with such titles, duties and powers
as may be prescribed by the Board of Directors. All officers shall be elected by
and serve at the pleasure of the Board.


Section 2. Election:

At their annual meeting the Directors shall elect officers of the Corporation,
any of whom may but need not be members of the Board. Any two or more of such
offices may be held by the same individual.

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Section 3. Resignation or Removal:

Any officer may resign by giving written notice to the Board of Directors, the
President or the Secretary. Such resignation shall take effect upon receipt of
the notice, or at any later time specified therein (subject to the Board's right
of removal), and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Any officer may be removed, with or without cause, by action of a majority of
the entire Board taken at any regular or special meeting of the Board, or by
another officer upon whom such power of removal is expressly conferred by the
Board.

Section 4. Vacancy:

A vacancy in any office shall be filled by action of the Board, and its
appointee shall hold office for the unexplored term or until his successor is
elected and qualified.

Section 5. President:

The President shall be the principal executive officer of the Corporation, and,
subject to the control of the Board, shall generally supervise and control all
of the business and affairs of the Corporation. He shall preside at all meetings
of the Shareholders and, unless a Chairman of the Board of Directors has been
elected and is present, shall preside at meetings of the Board of Directors. He
shall be an ex-officio member of all committees appointed by the Board, and
shall have the general powers and duties customarily performed and exercised by
the chief executive officer of any Corporation for profit organized under the
laws of Florida, as well as such additional powers or duties as may be
prescribed by these By-Laws or the Board.

Section 6. Vice-President:

In the absence of the President or in the event of his death, inability or
refusal to act, the Vice-President shall be vested with the powers and duties of
the President. Any Vice-President may sign, with the Secretary, share
certificates issued by the Corporation; and shall perform such other duties as
from time to time may be assigned to him by the Board of Directors or President.

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Section 7. Secretary:

The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors and Shareholders
may designate, a current Shareholder record book, showing the names of all
Shareholders and their addresses; and a record of all meetings conducted by the
Shareholders, Directors or Director Committees, which latter record shall
include the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those present at
directors' meetings, the number of shares present or represented at
Shareholders' meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the
office of the Corporation's transfer agent, a Shareholder record, or a duplicate
Shareholder record, showing the names of the Shareholders and their addresses,
the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of
the Shareholders and of the Board of Directors required by the By-Laws or by law
to be given, and he shall keep the seal of the Corporation and affix said seal
to all documents requiring a seal, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. Treasurer:

The Treasurer shall have custody of all corporate funds, securities, valuable
papers and financial records; shall keep full and accurate accounts of receipts
and disbursements and render accounts thereof at the annual meetings of
Shareholders and at such other times as requested by the Board or President; and
shall perform such other duties as may be prescribed by the Board or President.

Section 9. Assistant:

Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any
of the powers of Secretary or Treasurer, respectively, as provided in these
By-Laws or as directed by the Board of Directors, and shall perform such other
duties as may be prescribed by the Board or President.

Section 10. Chief Executive Officer:

The Chief Executive Officer shall assist the principal executive officer of the
Corporation, and, subject to the control of the Board, shall generally supervise
and control all of the business and affairs of the Corporation. He shall preside
at -10- all meetings of the Board of Directors. He shall be an ex-officio member
of all committees appointed by the Board, and shall have the general powers and
duties customarily performed and exercised by the chief executive officer of any
Corporation for profit organized under the laws of Florida, as well as such
additional powers or duties as may be prescribed by these By-Laws or the Board.

Section 11. Chief Financial Officer:

The Chief Financial Officer shall assist and oversee all corporate funds,
securities, valuable papers and financial records; shall assure that full and
accurate accounts of receipts and disbursements are kept and accounts rendered
thereof at the annual meetings of Shareholders and at such other times as
requested by the Board or President; and shall perform such other duties as may
be prescribed by the Board or President.


ARTICLE VI
Miscellaneous

Section 1. Parliamentary Procedure:

When not in conflict with these By-Laws, Roberts Rules of Parliamentary
Procedure shall establish the rules at all Shareholder and director meetings.

Section 2. Fiscal Year:

The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board.

Section 3. Consent to Meeting:

The transactions approved at any meeting of Shareholders or the Board of
Directors, however called and noticed, shall be as valid as though acted upon at
a meeting duly held after regular call and notice, if a quorum is present
(either in person or by proxy in the case of a Shareholder meeting) and if,
either before or after the meeting, each of the Shareholders entitled to vote or
directors, as the case may be, not present (or represented by proxy in the case
of a Shareholder meeting) signs a written waiver of notice, or a consent to the
holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting. Personal representatives, trustees and
other fiduciaries entitled to vote shares may sign such waivers, consents or
approvals.

Section 4. Amendment and Repeal of By-Laws:

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(a) By Shareholders: New By-Laws may be adopted or these By-Laws may be
repealed or amended at the annual or any other meeting of Shareholders called
for that purpose, by a vote of Shareholders entitled to exercise a majority of
the voting power of the Corporation, or by the written assent of such
Shareholders.

(b) By Board of Directors: Subject to the right of the Shareholders to adopt,
amend or repeal By-Laws, as provided in this section, the Board of Directors may
adopt, amend or repeal any of these By-Laws including the By-Law or amendment
thereof changing the authorized number of directors.

(c) Record of Amendments: Whenever an amendment to or repeal of any existing
By-Law is adopted, or an additional By-Law provision is approved, a replacement
page containing such new material and noting the date and manner of its adoption
shall be inserted in the original By-Laws, in the appropriate place.