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                                   BY- LAWS

                                      OF

                         BALLROOM DANCE FITNESS, INC.

Article I.  Meeting of Shareholders.

Section 1.  Annual Meeting.  The annual meeting of the shareholders of this
Corporation shall be held following the end of the Corporation's fiscal year
at such time as determined by the Board of Directors.  The annual meeting
shall be held for the election of directors of the Corporation and the
transaction of any business that may be brought before the meeting.  The
annual meeting of the shareholders for any year shall be held no later than
sixteen months (16) after the last preceding annual meeting of shareholders.

Section 2.  Special Meetings.  Special meetings of the shareholders shall be
held when directed by the Chairman of the Board, the President or the Board of
Directors, or when requested in writing by the holders of the voting rights to
not less than one-third of all the shares entitled to vote at such meeting.  A
meeting requested by shareholders shall be called for on a date not less than
ten nor more than sixty days after the request is made.  The call for the
meeting shall be issued by the Secretary, unless the Chairman of the Board,
the President, Board of Directors, or shareholders requesting the calling of
the meeting shall designate another person to do so.

Section 3.  Place.  Meetings of shareholders may be held either within or
without the State of Florida.  Unless otherwise directed by the Board of
Directors, meetings of the shareholders shall be held at the principal offices
of the Corporation.

Section 4.  Notice.  Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered to each shareholder of record
entitled to vote at such meeting not less than ten or more than sixty days
before the meeting, either personally or by first-class mail, by or at the
direction of the Chairman of the Board, the President, the Secretary, or the
officer or persons calling the meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid.

Section 5.  Waiver of Notice of Meetings of Shareholders.  Any notice required
to be given to any shareholder of the Corporation by law or under the
provisions of the articles of incorporation of the Corporation or these Bylaws
may be waived by a waiver in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein.

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Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or conveyed.

Section 6.  Notice of Adjourned Meetings.  When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and any business
may be transacted at the adjourned meeting that might have been transacted on
the original date of the meeting.  If, however, after the adjournment the
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the adjourned meeting shall be given as provided in Section 4 of these
Bylaws to each shareholder of record on the new record date entitled to vote
at such meeting.

Section 7.  Closing of Transfer Books and Fixing Record Date.  For the purpose
of determining shareholders entitled to notice of, or to vote at, any meeting
of shareholders or any adjournment thereof or entitled to receive payment or
any dividend, or in order to make a determination of shareholders for any
other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period not to exceed, in any case, sixty
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 ten days immediately
preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, in case of a meeting
of shareholders, not less than ten 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 date 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, unless the Board of Directors fixes a
new record date for the adjourned meeting.

Section 8.  Voting Record.  The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders,

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a complete list of the shareholders entitled to vote at such meeting or any
adjournment thereof, with the address of, and the number and class and series,
if any, of shares held by, each.  Such list shall be kept on file at the
registered office of the Corporation, at the principal place of business of
the Corporation, or at the office of the transfer agent or registrar of the
Corporation for a period of ten days prior to such meeting and shall be
subject to inspection by any shareholder at any time during normal business
hours.  Such list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder at
any time during the meeting.

If the requirements of this Section have not been substantially complied with,
the meeting shall be adjourned on the demand of any shareholder in person or
by proxy until the requirements are complied with.  If no such demand is made,
failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.

The requirements of this Section shall not apply unless and until the
Corporation shall have at least six shareholders.

Section 9.  Shareholder Quorum and Voting.  A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders.  When a specified item of business is required to be
voted on by a class or series of stock, a majority of the shares of such class
or series shall constitute a quorum for the transaction of such item of
business by that class or series.

If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required.

After a quorum has been established at a shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shares entitled to
vote at the meeting below the number required for a quorum, shall not affect
the validity of any action taken at the meeting or any adjournment thereof.

Section 10.  Voting of Shares.  The holders of common stock shall possess and
exercise exclusive voting rights.  Each outstanding share of common stock
shall be entitled to one vote on each matter submitted to a vote at a meeting
of shareholders.

Treasury shares, shares of this Corporation's own stock owned by another
corporation the majority of the voting stock of which is owned or controlled
by this Corporation, and shares of this Corporation's own stock held by a
corporation in a fiduciary capacity 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.

A shareholder may vote either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney-in-fact.

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At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected
at that time and for whose election he has a right to vote.

Shares entitled to be voted standing in the name of another corporation,
domestic or foreign, may be voted by the officer, agent, or proxy designated
by the bylaws of the corporate shareholder or, in the absence of any
applicable bylaw, by such person as the board of directors of the corporate
shareholder may designate.  Proof of such designation may be made by
presentation of a certified copy of the bylaws or other instrument of the
corporate shareholder.  In the absence of any such designation or, in case of
conflicting designation by the corporate shareholder, the chairman of the
board, president, any vice president, secretary and treasurer of the corporate
shareholder shall be presumed to possess, in that order, authority to vote
such shares.

Shares entitled to be voted held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name.  Shares entitled to be voted standing
in the name of a trustee may be voted by him, either in person or by proxy,
but no trustee shall be entitled to vote any shares held by him without a
transfer of such shares into his name.

Shares entitled to be voted which are registered 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 is contained in an appropriate order of the court
by which such receiver was appointed.

A shareholder otherwise entitled to vote 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 or his nominee shall be
entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
be voted on any matter and shall not be deemed to be outstanding shares.

Section 11.  Proxies.  Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting, or his duly
authorized attorney-in-fact, may authorize another person or persons to act
for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.

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No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy.  Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.

The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and
does not otherwise provide, a majority of them present at the meeting, or if
only one is present then that one, may exercise all the powers conferred by
the proxy; but if the proxy holders present at the meeting are equally divided
as to the right and manner of voting in any particular case, the voting of
such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint, in writing, a
substitute to act in his place.

Section 12.  Voting Trusts.  Any number of shareholders of this Corporation
may create a voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their shares, as provided by
law, for a period not to exceed ten years.  Where the counterpart of a voting
trust agreement and the copy of the record of the holders of voting trust
certificates has been deposited with the Corporation as provided by law, such
documents shall be subject to the same right of examination by a shareholder
of the Corporation, in person or by agent or attorney, as are the books and
records of the Corporation, and such counterpart and such copy of such record
shall be subject to examination by any holder of record of voting trust
certificates either in person or by agent or attorney, at any reasonable time
for any proper purpose.

A voting trust agreement may be extended before the expiration of such voting
trust agreement as originally fixed or as extended one or more times, for an
additional period not exceeding ten years, by agreement in writing by one or
more holders of voting trust certificates.  Such extension agreement shall not
affect the rights or obligations of persons not parties to the agreement, and
such persons shall be entitled to remove their shares from the trust and
promptly to have their share certificates reissued to them.

Section 13.  Shareholders' Agreements.  Two or more shareholders of this
Corporation may enter into an agreement, if in writing and signed by the
parties thereof, providing for the exercise of voting rights in the manner
provided in the agreement, or as they may agree, or as determined in
accordance with procedures agreed upon by them.  Nothing herein shall impair
the right of the Corporation to treat the shareholders of record as entitled
to vote the shares standing in their names.

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A transferee of shares of this Corporation shall be bound by any such
shareholders' agreement if he takes the shares subject to such agreement with
notice thereof.

Section 14.  Action by Shareholders Without a Meeting.  Any action required by
law to be taken at any annual or special meeting of shareholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so taken
shall be signed by the holders of outstanding stock 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.  If any class of shares is entitled to be voted thereon as a class,
such written consent shall be required of the holders of a majority of the
shares of each class of shares entitled to be voted as a class thereon and of
the total shares entitled to be voted thereon.

Within ten days after obtaining such authorization by written consent, notice
shall be given to those shareholders who have not consented in writing.  The
notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidation or sale or exchange of assets
for which dissenters rights are provided by law, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid
the fair value of their shares upon compliance with further provisions of law
regarding the rights of dissenting shareholders.

Article II.  Directors.

Section 1.  Function.  All corporate powers shall be exercised by or under the
authority of, and the business and affairs of this Corporation shall be
managed under the direction of, the Board of Directors.

Section 2.  Qualification.  Directors need not be residents of the State of
Florida or shareholders of the Corporation.  Nominations for the election of
directors may be made by the Board of Directors or   by any shareholder
entitled to vote in the election of directors.  However, any shareholder
entitled to vote in the election of directors at a meeting may nominate a
director only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than: (a) with respect to an election to be held at an annual meeting of
shareholders, ninety (90) days in advance of the date in the current year
corresponding to the date of the previous year's annual meeting at which
directors were elected; and (b) with respect to an election to be held at a
special meeting of shareholders for the election of the directors, thirty (30)
days in advance of the date of the special meeting.  Each such notice shall
set forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of shares of the Corporation
entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice;

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 (c) a description of all arrangements or understanding between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a Director
of the Corporation if so elected.  The Chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

Section 3.  Compensation.  The Board of Directors shall have authority to fix
the compensation of directors.

Section 4.  Duties of Directors.  A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he 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.

In performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:

(a)  One or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

(b)  Counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such persons' professional or expert
competence; or

(c)  A committee of the board upon which he does not serve, duly designated in
accordance with a provision of the articles of incorporation or these Bylaws,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.

A person who performs his duties in compliance with this Section shall have no
liability by reason of being or having been a director of the Corporation.

Section 5.  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.

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Section 6.  Number. Directors shall be elected for one term and shall continue
in office until their successors are elected and qualified.  The number of
members of the Board of Directors constituting the entire Board shall be
determined by a majority vote of the whole Board of Directors of the
Corporation, and such exact number shall be no less than one (1) and no more
than nine (9) until otherwise so determined.

Section 7.  Election and Term.  At each annual meeting of shareholders, all
directors shall be elected for a term of one year (until the next annual
meeting of shareholders) and to hold office until his successor shall have
been elected and qualified or until his earlier resignation, removal from
office or death.

Section 8.  Executive and Other 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 (which shall consist of the
Chairman of the Board, the President and such other directors as may, from
time to time, be designated by the Board of Directors) 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 law
to be approved by shareholders.

(b)  Designate candidates for the office of director, for purposes of proxy
solicitation or otherwise.

(c)  Fill vacancies on the Board of Directors or any committee thereof.

(d)  Amend the Bylaws.

(e)  Authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors.

(f)  Authorize or approve the issuance or sale of, or any contract to issue or
sell, shares or designate the terms of a series of a class of shares, except
that the Board of Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and, in the case of
a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board by resolution or by adoption of a stock option
or other plan, authorize a committee to fix the terms of any contract for the
sale of the shares and to fix the terms upon which such shares may be issued
or sold, including, without limitation, the price, the rate or manner of
payment of dividends, provisions for redemption, sinking fund, conversion, and
voting or preferential rights, and provisions for other features of a class of
shares, or a series of a class of shares, with full power in such committee to
adopt any final resolution setting forth all the terms thereof and to
authorize the statement of the terms of a series for filing with the
Department of State.

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The Board of Directors, by resolution adopted in accordance with this Section,
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.

Section 9.  Vacancies.  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 the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors.

Section 10.  Removal of Directors.  At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may
be removed, with or without cause, but only by the affirmative vote of the
holders of 75 percent of the outstanding voting stock qualified to vote at a
meeting for the election of directors.

Section 11.  Director Quorum and Voting.  A majority of the number of
directors fixed by these Bylaws shall constitute a quorum for the transaction
of business. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

Section 12.  Director Conflicts of Interest.  No contract or other transaction
between this Corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of its directors
are directors or officers or are financially interested shall be either void
or voidable because of such relationship or interest, because such director or
directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose, if:

(a)  The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors;

(b)  The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

(c)  The contract or transaction is fair and reasonable as to the Corporation
at the time it is authorized by the Board, a committee, or the shareholders.

Common or interested directors 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 13.  Time, Notice, and Call of Directors' Meetings.  Regular meetings
of the Board of Directors, if held, shall be held without notice at such
stated time as the Chairman of the Board, the President of the Corporation, or
any two directors shall direct.

Special meetings of the Board of Directors may be called at any time by the
Chairman of the Board, by the President of the Corporation, or by any two
directors.  Written notice of the time and place of special meetings of the
Board of Directors shall be given to each director either by personal delivery
or by first-class mail, email, or fax at least two days before the meeting.

Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

Section 14.  Order of Business.  The order of business at Board of Directors'
meetings shall be as follows:

A.  Reading of the minutes of the prior meeting of directors.

B.  Reports of officers.

C.  Reports of committees.

D.  New business.

Section 15.  Waiver of Notice.  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 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, any objection to the transaction of business because the meeting
is not lawfully called or convened.

Section 16.  Adjournments.  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.

Section 17.  Participation by Conference Telephone or Video.  Members of the
Board of Directors may participate in a meeting of such Board by means of a
conference telephone, video, or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time.  Participation by such means shall constitute presence in person at a
meeting.

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Section 18.  Action Without a Meeting.  Any action required by law to be taken
at a meeting of the directors of the Corporation, or any action which may be
taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing setting forth the action so to be
taken signed by all of the directors or all of the members of the committee,
as the case may be, is filed in the minutes of the proceedings of the Board or
the committee.  Such consent shall have the same effect as a unanimous vote.

Article III.  Officers

Section 1.  Officers, Election and Terms of Office.  The principal officers of
this Corporation shall consist of a Chairman of the Board, a Chief Executive
Officer, a Chief Financial Officer, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors at the first meeting of directors
immediately following the annual meeting of shareholders of this Corporation,
and shall hold their respective offices from the date of the meeting at which
elected until the time of the next succeeding meeting of the Board following
the annual meeting of the shareholders.  The Board of Directors shall have the
power to elect or appoint, for such term as it may see fit, such other
officers and assistant officers and agents as it may deem necessary, and to
prescribe such duties for them to perform as it may deem advisable.  Any two
or more offices may be held by the same person.  Failure to elect a Chairman
of the Board, CEO, CFO, Secretary or Treasurer shall not affect the existence
of the Corporation.

Section 2.  Removal of Officers.  Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board whenever, in its judgment,
the best interests of the Corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote
of the shareholders unless the shareholders shall have authorized the
directors to remove such officer or agent.

Removal of any officer shall be without prejudice to the contract rights, if
any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create any contract rights.

Section 3.  Vacancies.  Any vacancy, however occurring, in any office may be
filled by the Board of Directors.

Section 4.  Chairman of the Board.  The Chairman of the Board shall coordinate
and supervise the activities of all other officers of the Corporation.  The
Chairman of the Board shall from time to time call special meetings of the
Board of Directors whenever he/she deems it necessary to do so or whenever the
requisite number of the members of the Board of Directors shall request him in
writing to do so.  He/she shall preside at all meetings of the shareholders
and the directors and shall generally perform such other duties as are
delegated to him by the Board of Directors.  If the Chairman shall be unable
to preside, then the Vice Chairman, if any, or a person duly appointed by the
Chairman shall preside at all such meetings.  The CEO, Chief Financial
officer, Chairman of the Board, or any Vice President, unless some other
person is thereunto expressly authorized by resolution of the Board of
Directors, shall sign all certificates of stock, execute all contracts, deeds,
notes, mortgages, bonds and other instruments and papers in the name of the
Corporation and on its behalf; subject, however, to the control, when
exercised, of the Board of Directors.

Section 5.  Chief Executive Officer.  Except as otherwise provided in these
Bylaws, the Chief Executive Officer ("CEO"), subject to the directions of and
limitations imposed by the Board of Directors, shall perform all the duties
and have all the power usually pertaining and attributed by law or otherwise
to the office of the chief executive of the Corporation.  The CEO, Chief
Financial officer, Chairman of the Board, or any Vice President, unless some
other person is thereunto expressly authorized by resolution of the Board of
Directors, shall sign all certificates of stock, execute all contracts, deeds,
notes, mortgages, bonds and other instruments and papers in the name of the
Corporation and on its behalf; subject, however, to the control, when

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exercised, of the Board of Directors. He shall, at each annual meeting,
present a report of the business and affairs of the Corporation and shall,
from time to time, whenever requested, report to the Board all matters within
his knowledge which the interest of the Corporation may require to be brought
to the notice of the directors. The CEO shall have the power, only with prior
approval of the Board of Directors, to employ and terminate the employment of
all such subordinate officers, agents, clerks and other employees not herein
provided to be selected by the Board as he may find necessary to transact the
business of the Corporation and shall have the right to fix the compensation
thereof, subject to the approval of the Board of Directors or any Compensation
Committee thereof.

Section 6.  Chief Financial Officer. The Chief Financial Officer ("CFO") shall
perform the duties usually pertaining to and attributed to the principal
financial officer of the Corporation and shall have the powers and perform
such duties as may be delegated to him by the Board of Directors, or in the
absence of such action by the Board, then by the Chairman of the Board or by
the CEO. The CFO shall report directly to the Board and any Audit Committee
thereby established.  The CEO, Chief Financial officer, Chairman of the Board,
or any Vice President, unless some other person is thereunto expressly
authorized by resolution of the Board of Directors, shall sign all
certificates of stock, execute all contracts, deeds, notes, mortgages, bonds
and other instruments and papers in the name of the Corporation and on its
behalf; subject, however, to the control, when exercised, of the Board of
Directors.

Section 7.  Vice-President.  The Vice-President shall have the powers and
perform such duties as may be delegated to him by the Board of Directors, or
in the absence of such action by the Board, then by the Chairman of the Board
or by the Chief Executive Officer.  In case of the death, absence, or
inability of the Chief Executive Officer to act, except as may be expressly
limited by action of the Board of Directors, the Vice-President may perform
the duties and exercise the powers of the Chief Executive Officer following

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such death of the Chief Executive Officer or during the absence or inability
of the Chief Executive Officer to act; and, in such case, concurrently with
the Chief Executive Officer, shall at all times have the power to sign all
certificates of stock, execute all contracts, deeds, notes, mortgages, bonds
and other instruments and documents in the name of the Corporation on its
behalf which the Chief Executive Officer is authorized to do, but subject to
the control and authority at all times of the Board of Directors.

Section 8.  Secretary.  The Secretary shall keep the minutes of all meetings
of the shareholders and the Board of Directors in a book or books to be kept
for such purposes, and also, when so requested, the minutes of all meetings of
committees in a book or books to be kept for such purposes.  He shall attend
to giving and serving of all notices, and he shall have charge of all books
and papers of the Corporation, except those hereinafter directed to be in
charge of the Treasurer, or except as otherwise expressly directed by the
Board of Directors. He shall keep the stock certificate book or books.  The
Secretary shall be the custodian of the seal of the Corporation. The Secretary
shall sign with the President all certificates of stock as the Secretary of
this Corporation and as Secretary affix or cause to be affixed thereto the
seal of the Corporation.  The Secretary may sign as Secretary of the
Corporation, with the President in the name of the Corporation and on its
behalf, all contracts, deeds, mortgages, bonds, notes and other papers,
instruments and documents, except as otherwise expressly provided by the Board
of Directors, and as such Secretary he shall affix the seal of the Corporation
thereto.  Under the direction of the Board of Directors, the Chairman of the
Board or the President, the Secretary shall perform all the duties usually
pertaining to the office of Secretary; and he shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board or
the President.

Section 9.  Treasurer.  The Treasurer shall have the custody of all the funds
and securities of the Corporation except as may be otherwise provided by the
Board of Directors, and he shall make such disposition of the funds and other
assets of the Corporation as he may be directed by the Board of Directors.  He
shall keep or cause to be kept a record of all money received and paid out,
and all vouchers and receipts given therefor, and all other financial
transactions of the Corporation.  He shall have general charge of all
financial books, vouchers and papers belonging to the Corporation or
pertaining to its business.  He shall render an account of the Corporation's
funds at the first meeting of the Board of Directors immediately following the
annual meeting of shareholders of this Corporation, and at such other meetings
as he may be requested, and he shall make an annual statement of the finances
of the Corporation.  If at any time there is a person designated as
Comptroller of the Corporation, the Treasurer may delegate to such Comptroller
such duties and powers as the Treasurer may seem proper.  The Treasurer shall
perform such other duties as are usually incident by law or otherwise to the
office of the Treasurer, and as he may be directed or required by the Board of
Directors, the Chairman of the Board or the President.

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Article IV.  Dividends

The Board of Directors of this Corporation may, from time to time, declare,
and the Corporation may pay, dividends on its shares in cash, property or its
own shares, except when the Corporation is insolvent, when the payment thereof
would render the Corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this Section, only out of the unreserved and
unrestricted earned surplus of the Corporation or out of capital surplus,
howsoever arising, but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.

(b) Dividends may be declared and paid in the Corporation's own treasury
shares.

(c) Dividends may be declared and paid in the Corporation's own authorized but
unissued shares out of any unreserved and unrestricted surplus of the
Corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such shares shall
be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.

(2) If a dividend is payable in shares without par value, such shares shall be
issued at such stated value as shall be fixed by the Board of Directors by
resolution adopted at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate stated value so fixed in respect of such
shares, and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.

(d) No dividend payable in shares of any class shall be paid to the holders of
shares of any other class unless the articles of incorporation so provide or
such payment is authorized by the affirmative vote or the written consent of
the holders of at least a majority of the outstanding shares of the class in
which the payment is to be made.

(e) A split up or division of the issue shares of any class into a greater
number of shares of the same class without increasing the stated capital of
the Corporation shall not be construed to be a share dividend within the
meaning of this Section.

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Article V.  Stock Certificates

Section 1.  Issuance.  Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is
entitled.  No certificate shall be issued for any share until such share is
fully paid.

Section 2.  Form.  Certificates representing shares in this Corporation shall
be signed by the CEO and the Secretary and may be sealed with the seal of this
Corporation or a facsimile thereof. The signatures of the CEO and the
Secretary may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar other than the Corporation itself or an
employee of the Corporation. In case any officer who signed, or whose
facsimile signature has been placed upon, such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issuance.

Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the Corporation will furnish to any
shareholder upon request and without charge a full statement of, such
restrictions.

Each certificate representing shares shall state upon the face thereof:  the
name of the Corporation; that the Corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate or a statement that the shares are without par value.

Section 3.  Transfer of Stock.  Transfers of stock shall be made only on the
books of the Corporation by the holder, in person, or by an attorney-in-fact
under a power of attorney duly executed by such shareholder and filed with the
Secretary with written direction for the transfer, upon surrender of the
original certificate for such shares and upon the payment of all indebtedness
by such shareholder to the Corporation, and the possession of a certificate of
stock (as between the holder and the Corporation) shall not be regarded as
evidence of ownership of the same in any person other than the registered
owner until the transfer thereof is duly made on the books of the Corporation.
No transfer of stock shall be valid against the Corporation until it shall
have been effected and registered upon the Corporation's books in the manner
herein provided.

On the transfer of any shares, each certificate shall be receipted for, and
such receipt shall be attached to, the margin or stub of such certificate in
the certificate book.  When such certificate is delivered by the Corporation
by registered or certified mail, the return receipt of such registered or
certified mail shall be sufficient as the receipt herein provided for.  All
certificates exchanged or surrendered to the Corporation shall be cancelled by
the Secretary and affixed in their original places in the certificate book and
no new certificates shall be issued until the certificate for which it is
exchanged has been cancelled and returned to its original place in said book,
except as provided in Section 4 of this Article pertaining to lost or
destroyed certificates.

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If any holder of any stock of the Corporation shall have entered into an
agreement with any other holder of any stock of the Corporation or with the
Corporation, or both, relating to a sale or sales or transfer of any shares of
stock of the Corporation, or wherein or whereby any restriction or condition
is imposed or placed upon or in connection with the sale or transfer of any
share of stock of the Corporation, and if a duly executed or certified copy
thereof shall have been filed with the Secretary of the Corporation, none of
the shares of stock covered by such agreement or to which it relates, of any
such contracting shareholder, shall be transferred upon the books of the
Corporation until there has been filed with the Secretary of the Corporation
evidence satisfactory to the Secretary of the Corporation of compliance with
such agreement, and any evidence of any kind or quality, of compliance with
the terms of such agreement which the Secretary deems satisfactory or
sufficient shall be conclusive upon all parties interested; provided, however,
that neither the Corporation nor any director, officer, employee or transfer
agent thereof shall be liable for transferring or effecting or permitting the
transfer of any such shares of stock contrary to or inconsistent with the
terms of any such agreement, in the absence of proof of willful disregard
thereof or fraud, bad faith or gross negligence on the part of the party to be
charged; provided, further, that the certificate of the Secretary, under the
seal of the Corporation, bearing the date of its issuance by the Secretary,
certifying that such an agreement is or is not on file with the Secretary,
shall be conclusive as to such fact so certified for a period of five days
from the date of such certificate, with respect to the rights of any innocent
purchaser or transferee for value of any such shares without actual notice of
the existence of any restrictive agreement.

Section 4.  Lost Certificates.  Any shareholder claiming a certificate of
stock to be lost or destroyed shall make affidavit or affirmation of the fact
and the fact that he is the owner and holder thereof, and give notice of the
loss or destruction of same in such manner as the Board of Directors may
require, and shall give the Corporation a bond of indemnity in form, and with
one or more sureties satisfactory to the Board of Directors, which shall be at
least double the par value of all the shares of stock represented by such
certificate, payable as may be required by the Board of Directors to protect
the Corporation and any person injured by the issuance of the new certificate
from any liability or expense which it or they may be put to or incur by
reason of the original certificate remaining outstanding, whereupon the
President and the Secretary may cause to be issued a new certificate in the
same tenor as the one alleged to be lost or destroyed, but always subject to
approval of the Board of Directors.

Article VI.  Books and Records.

Section 1.  Books and Records.  This Corporation shall keep correct and
complete books and records of account and shall keep minutes of the
proceedings of its shareholders, Board of Directors and committees of
directors.

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This Corporation shall keep, at its registered office or principal place of
business or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the
number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.

Section 2.  Financial Information.  No later than three (3) months after the
close of each fiscal year, this Corporation shall prepare a balance sheet
showing in reasonable detail the financial conditions of the Corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of its operation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the
registered office of the Corporation in this state, shall be kept for at least
five years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.

Article VII.  Seal.

The seal of this Corporation shall be circular and shall have inscribed
thereon the name of the Corporation and such other words and figures and in
such design as may be prescribed by the Board of Directors, and may be
engraved, printed, a facsimile or an impression or other type seal.

Article VIII.  Amendment of Bylaws.

These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted, by the Board of Directors; provided, however, that the provisions set
forth in Article II, Sections 2, 6, 7, 9, 10, and 18 shall not be altered,
amended or repealed unless approved by the affirmative vote of the holders of
seventy-five percent (75%) of the outstanding voting stock qualified to vote
at a meeting for the election of directors.

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                            CERTIFICATE OF ADOPTION

These Bylaws were approved and adopted on January 22, 2009, by Ballroom Dance
Fitness, Inc.


By: /s/ WILLIAM FORHAN
William Forhan, Secretary

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