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0004.txt





                         BYLAWS



                           OF



                       FAIRBANKS, INC.



                         ARTICLE I



                       SHAREHOLDERS



1.  SHARE CERTIFICATES.  Certificates evidencing fully-paid

shares of the corporation shall set forth thereon the

statements prescribed by Section 607.0625 of the Florida

Business Corporation Act ("Business Corporation Act") and by

any other applicable provision of law, must be signed,

either manually or in facsimile, by any one of the following

officers:  the President, a Vice President, the Secretary,

an Assistant Secretary, the Treasurer, an Assistant

Secretary, or by an officer designated by the  Board of

Directors, and may bear the corporate seal or its facsimile.

If the person who signed, either manually or in facsimile, a

share certificate no longer holds office when the

certificate is issued, the certificate is nevertheless

valid.



2.  FRACTIONAL SHARES OR SCRIP.  The corporation may:  issue

fractions of a share or pay in money the fair value of

fractions of share: make arrangements, or provide reasonable

opportunity, for any person entitled to or holding a

fractional interest in a share to sell such fractional

interest or to purchase such additional fractional interests

as may be necessary to acquire a full share; and issue scrip

in registered or bearer form, over the manual or facsimile

signature of an officer of the corporation or its agent,

entitling the holder to receive a full share upon

surrendering enough scrip to equal a full share.  Each

certificate representing scrip must be conspicuously labeled

"scrip" and must contain the information required by of

Section 607.0625 of the Business Corporation Act.  The

holder of a fractional share is entitled to exercise the

rights of a shareholder, including the right to vote, to

receive dividends, and to participate in the assets of the

corporation upon liquidation.  The holder of scrip is not

entitled to any of these rights unless the scrip provides

for them.  The Board of Directors may authorize the issuance

of scrip subject to any condition considered desirable,

including (a) that the scrip will become void if not

exchanged for full shares before a specified date; and (b)

that the shares for which the scrip is exchangeable may be

sold and the proceeds paid to the scripholders.



3.  SHARE TRANSFERS.  Upon compliance with any provisions

restricting the transferability of shares that may be set

forth in the articles of incorporation, these Bylaws, or any

written agreement in respect thereof, transfers of shares of

the corporation shall be made only on the books of the

corporation by the registered holder thereof, or by his

attorney thereunto authorized by power of attorney duly

executed and filed with the Secretary of the corporation, or

with a agent or a registrar and on surrender of the

certificate or certificates for such shares properly

endorsed and the payment of all taxes thereon, if any.

Except as may be otherwise provided by law or these Bylaws,

the person in whose name shares stand on the books of the

corporation shall be deemed the owner thereof for all

purposes as regards the corporation; provided that whenever

any transfer of shares shall be made for collateral

security, and not absolutely, such fact, if known to the

Secretary of the corporation shall be so expressed in the

entry of transfer.



4.  RECORD DATE FOR SHAREHOLDERS.  For the purpose of

determining shareholders entitled  to notice of or to vote

any meeting of shareholders to demand a special meeting, or

to take any other action, the Board of Directors, of the

corporation may fix a date as the record date for any such

determination of shareholders, such date in any case to be

not more than seventy days before the meeting or action

requiring  such determination of shareholders.  A

determination of shareholders entitled to notice of or to

vote at a shareholders' meeting is effective for any

adjournment of the meeting unless the Board of Directors

fixes a new record date, which it must do if the meeting is

adjourned to a date more than one hundred twenty days (120)

days after the date fixed for the original meeting.



5.  MEANING OF CERTAIN TERMS.  As used herein in respect of

the right to notice of a meeting of shareholders or a waiver

thereof or to participate or vote thereat or to consent or

dissent in writing in lieu of a meeting, as the case may be,

the term "share"  or  "shares" or "shareholder"  or

"shareholders" refers to an outstanding share or shares and

to a holder or holder of record of outstanding shares when

the corporation is authorized to issue only on a class of

shares, and said reference is also intended to include any

outstanding share or shares and any holder or holders of

record of outstanding shares of any class upon which or upon

whom the articles of incorporation confer such rights where

there are two or more classes or series of shares or upon

whom the Business Corporation Act confers such rights

notwithstanding that the articles of incorporation may

provide for more than one class or series of shares, one or

more of which are limited or denied such rights thereunder.



6.SHAREHOLDER  MEETING.



     -TIME.  The annual meeting shall be held on the date

fixed from time to time by the directors.  A special meeting

shall be held on the date fixed from time to time by the

directors except when the Business Corporation Act confers

the right to call a special meeting upon the shareholders.

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