SFORZA ENTERPRISES INC, 8-A12G, 1997-10-22

SFORZA ENTERPRISES INC
8-A12G, 1997-10-22
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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

------------

SFORZA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)

FLORIDA 65-0580931
(State of incorporation (I.R.S. Employer
or organization) Identification No.)

330 CLEMATIS STREET #211
WEST PALM BEACH, FLORIDA 33401
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
To Be So Registered Each Class Is To Be Registered
------------------- ------------------------------
NOT APPLICABLE NOT APPLICABLE

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. [X]

Securities Act registration statement file number to which this form relates:
333-32117

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.01 PAR VALUE
(Title of class)

REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(Title of class)

Page 1 of 2 Pages

<PAGE> 2

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The description of the Registrant's Common Stock, $0.01 par value per
share, and Redeemable Common Stock Purchase Warrants is set forth under the
caption "Description of Securities" in the prospectus to be filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(Registration No. 333-32117), which shall be deemed to be incorporated herein by
this reference.

ITEM 2. EXHIBITS.*

3.1 Articles of Incorporation of Registrant, as amended

3.3 Bylaws of Registrant

4.1 Form of Specimen Common Stock Certificate of Registrant

4.2 Form of Redeemable Common Stock Purchase Warrant Certificate of
Registrant

- ------------------------

* Each of the Exhibits is filed as an Exhibit with the corresponding
Exhibit number to the Registrant's Registration Statement on Form SB-2
(File No. 333-32117) and incorporated herein by reference.

- ------------------------

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

SFORZA ENTERPRISES INC.
(Registrant)

Dated: October 9, 1997 By: /s/ Dale J. Brisson
------------------------------
Dale J. Brisson, President

------------------------------------------

Page 2 of 2 Pages

<PAGE> 1
EXHIBIT 3.1

ARTICLES OF INCORPORATION

SFORZA ENTERPRISES INC.

The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.

ARTICLE I. NAME; ADDRESS

The name of the Corporation shall be Sforza Enterprises Inc. The
principal place of business shall be 525 S. Flagler Drive #400, West Palm
Beach, Florida 33401.

ARTICLE II. NATURE OF BUSINESS

The Corporation may engage in or transact all lawful activities or
businesses permitted under the laws of the United States, the State of Florida,
or any other state, country, territory or nation.

ARTICLE III. CAPITAL STOCK

The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is twenty million (20,000,000) shares
of common stock, $0.01 par value per share.

ARTICLE IV. REGISTERED AGENT

The street address of the initial registered office of the Corporation
shall be c/o Mirkin & Woolf, P.A., 1700 Palm Beach Lakes Blvd. #580, West Palm
Beach, Florida 33401 and the name of the initial registered agent of the
Corporation at that address is Mark H. Mirkin, Esq.

ARTICLE V. TERM OF EXISTENCE

The Corporation shall exist perpetually.

ARTICLE VI. DIRECTORS

The Corporation shall have two (2) directors initially. The names and
addresses of the initial members of the Board of Directors are Joseph C.
Visconti, 525 S. Flagler Drive #400, West Palm Beach, Florida 33401 and Dale J.
Brisson, 223 Clematis Street, West Palm Beach, Florida 33401.
<PAGE> 2

ARTICLE VII. INCORPORATOR

The name and address of the incorporator to these Articles of
Incorporation are Joseph C. Visconti, 525 S. Flagler Drive #400, West Palm
Beach, Florida 33401.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
on this ___ day of July, 1996.

Joseph C. Visconti

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<PAGE> 3

CERTIFICATE DESIGNATING PLACE OF BUSINESS
OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED

The following is submitted in accordance with the requirements of
Chapter 48.091, Florida Statutes:

SFORZA ENTERPRISES INC., desiring to organize under the laws of the
State of Florida with its registered office address, as indicated in the
Articles of Incorporation, as c/o Mirkin & Woolf, P.A., 1700 Palm Beach Lakes
Blvd. #580, West Palm Beach, Florida 33401, has named MARK H. MIRKIN, ESQ. as
its agent to accept service of process within this State.

ACKNOWLEDGEMENT

Having been named to accept service of process for the above-stated
Corporation at the place designated in this Certificate, I hereby accept to act
in this capacity and agree to comply with the provisions of Chapter 48.091,
F.S., relative to keeping open said office.

Mark H. Mirkin, Esq.

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<PAGE> 4

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
SFORZA ENTERPRISES INC.

Pursuant to the provisions of the Florida Statutes, on May 16, 1997 all of the
directors and a majority-in-interest of the shareholders of Sforza Enterprises
Inc., a Florida corporation (the "Corporation"), adopted the following
resolutions by written consent:

RESOLVED: That the authorized capital of the
Corporation should be changed to 20,000,000
shares of common stock, $0.01 par value per
share, and 400,000 shares of preferred stock,
$0.01 par value per share.

RESOLVED: That 160,000 shares of preferred stock should
be designated as Series A Convertible
Pref-erred Stock bearing the attributes set
forth on attached Exhibit "A".

RESOLVED: That the Articles of Incorporation as filed
with the Florida State Department should be
amended to reflect the foregoing resolutions.

RESOLVED: That the President of the Corporation is
authorized to take any and all action neces-
sary in order to reflect the change in the
authorized capital of the Corporation.

No more than a majority in interest of the shareholders is re-quired either by
the Florida Statutes or the Articles of Incorporation or Bylaws of the
Corporation to effect a change in the authorized capital of the Corporation.

NOW THEREFORE, in accordance with the foregoing resolutions, Art-icle III of
the Corporation's Articles of Incorporation is amend-ed to read as follows:

ARTICLE III. CAPITAL STOCK

The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is twenty million four hundred
thousand (20,400,000) shares, of which twenty million (20,000,000) shares, one
cent ($0.01) par value per share, shall be a class designated "Common Stock",
and four hundred thousand (400,000) shares, one cent ($0.01) par value per
share, shall be of a class designated "Preferred Stock" of which one hundred
sixty thousand (160,000) shares, one cent ($0.01) par value per share, shall be
of a class designated "Series A Convertible Preferred Stock".

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<PAGE> 5

The Board of Directors is authorized to determine the designations,
preferences, privileges and powers and relative, participating, optional or
other special rights and qualifications, limitations or restrictions of the
above classes of capital stock.

The designations, preferences, privileges and powers and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of the Series A Convertible Preferred Stock shall be as
follows:

A. Series A Convertible Preferred Stock.

1. Voting. Except as may be otherwise provided by law
or by these Articles of Incorporation, the Series A Convertible Preferred Stock
shall not have voting rights.

2. Dividends. The holders of the Series A Convertible
Preferred Stock shall be entitled to receive, out of funds legally available
therefor, cumulative cash dividends and dividends payable in property at the
annual rate of ten percent (10%). Dividends on the Series A Convertible
Preferred Stock shall accrue until paid and shall be in preference to and have
priority over dividends upon the Common Stock and all other shares junior to
the Series A Convertible Preferred Stock. Dividends shall be paid upon the
earlier of conversion as described in Section 4(c) hereinbelow or redemption as
described in Section 5(a) hereinbelow. ("Shares junior to the Series A
Convertible Preferred Stock" shall mean shares of any class of the Corporation
if the Series A Convertible Preferred Stock has priority over such class with
respect to dividend and liquidation rights.)

3. Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
the Series A Convertible Preferred Stock shall be entitled, before any
distribution or payment is made upon any stock ranking on liquidation junior to
the Series A Convertible Preferred Stock, to be paid an amount equal to two
dollars and fifty cents ($2.50), for each such share plus, in the case of each
share, an amount equal to all dividends, if any, accrued but unpaid thereon,
computed to the date payment thereof is made available (such aggregate amount
to be paid with respect to all shares of Series A Convertible Preferred Stock
being referred to as the "Initial Preferred Liquidation Payment"). The
remaining net assets of the Corporation shall be distributed to the holders of
Common Stock. If upon such liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets to be distributed
among the holders of Series A Convertible Preferred Stock shall be
insufficient to permit payment to the holders of Series A Convertible Preferred
Stock of the Initial Preferred Liquidation Payment, then the entire assets of
the Corporation to be so distributed shall be distributed ratably among the
holders of Series A Convertible Preferred Stock.

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<PAGE> 6

4. Conversion.

(a) Automatic Upon I.P.O. Eighty thousand
(80,000) shares of Series A Convertible Preferred Stock shall convert into an
identical number of fully paid and nonassessable shares of Common Stock (the
"Conversion Ratio") if the Corporation completes a public offering of its
Common Stock requiring registration under the Securities Act of 1933, as
amended (the "'33 Act"), raising gross proceeds of at least four million
dollars ($4,000,000) (a "Substantial Public Offering").

(b) Issuance of Certificates; Time Conversion
Effected. Promptly after the receipt of written notice (which notice must be
received by the Corporation within twenty (20) days after the Corporation
provides notice to shareholders of its intent to consummate a Substantial
Public Offering on or before a certain date (the "Proposed Effective Date") and
surrender on or before the Proposed Effective Date of the certificate or
certificates for the shares of Series A Convertible Preferred Stock to be
converted, the Corporation shall issue and deliver, or cause to be issued and
delivered, when the Substantial Public Offering is funded, to the holder,
registered in such name or names as such holder may direct, a certificate or
certificates for the number of shares of Common Stock issuable upon the
conversion of such shares of Series A Convertible Preferred Stock. To the
extent permitted by law, such conversion shall be deemed to be effective upon
the effectiveness of said registration with the Securities and Exchange
Commission.

(c) Dividends. At the time of conversion, the
Corporation shall pay in cash an amount equal to all dividends unpaid on the
shares of Series A Convertible Preferred Stock surrendered for conversion to
the date upon which such conversion is deemed to take place as provided in
subparagraph 4(b).

(d) Subdivision or Combination of Common Stock.
In case the Corporation shall at any time subdivide (by any stock split, stock
dividend or otherwise) its outstanding shares of Common Stock into a greater
number of shares, the Conversion Ra-tio in effect immediately prior to such
subdivision shall be pro-portionately reduced, and, conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Conversion Ratio in effect immediately prior to such combination
shall be proportionately increased.

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shares of Series A Convertible Preferred Stock shall thereupon have the right
to receive, upon the basis and upon the terms and conditions specified herein
and in lieu of the shares of Common Stock immediately theretofore receivable
upon the conversion of such shares of Series A Convertible Preferred Stock,
such shares of stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such conversion had such reorganization or
reclassification not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of such holder to the
end that the provisions hereof (including, without limitation, provisions for
adjustments of the Conversion Ratio) shall thereafter be applicable, as nearly
as may be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights.

(f) Notice of Adjustment. Upon any adjustment of
the Conversion Ratio then and in each such case the Corporation shall give
written notice thereof, by first class mail, postage prepaid, addressed to each
holder of shares of Series A Convertible Preferred Stock at the address of
such holder as shown on the books of the Corporation, which notice shall state
the Conversion Ratio resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

(g) Other Notices. In case at any time:

(i) the Corporation shall declare any
dividend upon its Common Stock payable in cash or stock or make any other
distribution to the holders of its Common Stock;

(ii) the Corporation shall offer for
subscription pro rata to the holders of its Common Stock any additional shares
of stock of any class or other rights;

(iii) there shall be any capital
reorganization or reclassification of the capital stock of the Corporation, or
a consolidation or merger of the Corporation with or into, or a sale of all or
substantially all its assets to, another entity or entities; or

(iv) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Corporation;

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<PAGE> 8

date on which the books of the Corporation shall close or record shall be taken
for such dividend, distribution or subscription rights or for determining
rights to vote in respect of any reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, and (z) in
the case of any reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, at least twenty (20) days' prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause (y) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto and such notice in accordance
with the foregoing clause (z) shall also specify the date on which the holders
of Common Stock shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the
case may be.

(h) Stock to be Reserved. The Corporation shall
at all times reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon the conversion of Series A Convertible
Preferred Stock as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of Series
A Convertible Preferred Stock. The Corporation covenants that all shares of
Common Stock which shall be so issued shall be duly and validly issued and
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof. The Corporation will take all such action as may
be necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any requirement
of any national securities exchange upon which the Common Stock may be listed.
The Corporation shall not take any action which results in any adjustment of
the Conversion Ratio if the total number of shares of Common Stock issued and
issuable after such action upon conversion of the Series A Convertible
Preferred Stock would exceed the total number of shares of Common Stock then
authorized by these Articles of Incorporation.

5. Redemption.

(a) Automatic Upon I.P.O. The Corporation shall
redeem eighty thousand (80,000) shares of Series A Convertible Preferred Stock
upon completion of a Substantial Public Offering. The redemption price for
each share of Series A Convertible Preferred Stock pursuant to this paragraph
shall be five dollars ($5.00) per share plus accrued and unpaid dividends (the
"Corporate Redemption Price").

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<PAGE> 9

(b) Mechanics. At least ten (10) days prior to
the date that the Corporation must redeem shares of Series A Con-vertible
Preferred Stock pursuant to paragraph A.5(a) (the "Re-quired Redemption Date"),
written notice (the "Required Redemption Notice") shall be given by the
Corporation to each holder of record of Series A Convertible Preferred Stock
who holds shares subject to redemption by mail, postage prepaid, at each such
hol-der's address last shown on the records of the Corporation notif-ying the
notice recipient of the Corporate Redemption Price and the Required Redemption
Date. Each holder of Series A Convertib-le Preferred Stock to be redeemed
shall surrender the certificate or certificates representing such shares to the
Corporation, in the manner and at the place designated in the Required
Redemption Notice, and thereafter the purchase price for such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be
cancelled and retired. From and after the close of business on the Required
Redemption Date, un-less there shall have been a default in the payment of the
Re-quired Redemption Price, all rights of holders of shares of Ser-ies A
Convertible Stock having their shares so redeemed (except the right to receive
the Corporate Redemption Price therefor) shall cease having any ownership
rights with respect to such shares, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever.

(c) Ultimate Redemption. Any and all shares of
Series A Convertible Preferred Stock outstanding on January 1, 1998 shall be
redeemed by the Corporation at cost plus four per-cent (4%). The provisions
for effectuating such redemption shall be identical to those set forth in the
preceding subsection, ex-cept as to pricing.

B. Common Stock.

1. Dividends. After the requirements with respect to
the Preferred Stock have been met, the holders of the Common Stock shall be
entitled to receive, out of funds legally availab-le therefor, cash dividends
and dividends payable in property as may be declared from time to time by the
Board of Directors.

2. Liquidation. In the event of the voluntary or
in-voluntary liquidation, dissolution, distribution of assets or winding up of
the Corporation, after distribution in full to the holders of Series A
Convertible Preferred Stock of the Initial Preferred Liquidation Payment, the
holders of Common Stock shall be entitled to receive the remaining assets of
the Corporation.

3. Voting Rights. Except as may be otherwise re-quired
by law, each holder of Common Stock shall have one (1)

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vote in respect of each share of such stock held by such holder on all matters
voted upon by the shareholders.

---------------------------------

IN WITNESS WHEREOF, the President of the Corporation has executed and submitted
this instrument this ___ day of June, 1997.

-----------------------------
Dale J. Brisson, President

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EXHIBIT "A"

1. Voting. Except as may be otherwise provided by law
or by these Articles of Incorporation, the Series A Convert-ible Preferred
Stock shall not have voting rights.

2. Dividends. The holders of the Series A Convertib-le
Preferred Stock shall be entitled to receive, out of funds le-gally available
therefor, cumulative cash dividends and dividends payable in property at the
annual rate of ten percent (10%). Dividends on the Series A Convertible
Preferred Stock shall accrue until paid and shall be in preference to and have
priority over dividends upon the Common Stock and all other shares junior to
the Series A Convertible Preferred Stock. Dividends shall be paid upon the
earlier of conversion as described in Section 4(c) hereinbelow or redemption as
described in Section 5(a) hereinbel-ow. ("Shares junior to the Series A
Convertible Preferred Stock" shall mean shares of any class of the Corporation
if the Series A Convertible Preferred Stock has priority over such class with
respect to dividend and liquidation rights.)

3. Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
the Series A Convertible Preferred Stock shall be entitled, before any
distribution or payment is made upon any stock ranking on liquidation junior to
the Series A Convertible Preferred Stock, to be paid an amount equal to two
dollars and fifty cents ($2.50), for each such share plus, in the case of each
share, an amount equal to all dividends, if any, accrued but unpaid thereon,
computed to the date payment thereof is made av-ailable (such aggregate amount
to be paid with respect to all shares of Series A Convertible Preferred Stock
being referred to as the "Initial Preferred Liquidation Payment"). The
remaining net assets of the Corporation shall be distributed to the holders of
Common Stock. If upon such liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets to be distributed
among the holders of Series A Convertib-le Preferred Stock shall be
insufficient to permit payment to the holders of Series A Convertible Preferred
Stock of the Initial Preferred Liquidation Payment, then the entire assets of
the Cor-poration to be so distributed shall be distributed ratably among the
holders of Series A Convertible Preferred Stock.

4. Conversion.

A-1
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(b) Issuance of Certificates; Time Conversion
Effected. Promptly after the receipt of written notice (which no-tice must be
received by the Corporation within twenty (20) days after the Corporation
provides notice to shareholders of its in-tent to consummate a Substantial
Public Offering on or before a certain date (the "Proposed Effective Date") and
surrender on or before the Proposed Effective Date of the certificate or
certificates for the shares of Series A Convertible Preferred Stock to be
converted, the Corporation shall issue and deliver, or cause to be issued and
delivered, when the Substantial Public Offering is funded, to the holder,
registered in such name or names as such holder may direct, a certificate or
certificates for the number of shares of Common Stock issuable upon the
conversion of such shares of Series A Convertible Preferred Stock. To the
extent permitted by law, such conversion shall be deemed to be effective upon
the effectiveness of said registration with the Securities and Exchange
Commission.

(e) Reorganization or Reclassification. If any
capital reorganization or reclassification of the capital stock of the
Corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such reorganization or
reclassification, lawful and adequate provisions shall be made whereby each
holder of a shares of Series A Convertible Preferred Stock shall thereupon have
the right to receive, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately
theretofore receivable upon the conversion of such shares of Series A
Convertible Preferred Stock, such shares of stock, securities or assets as may
be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such Common Stock
immediately theretofore receivable upon such conversion had such reorganization
or reclassification not taken place, and in any such case appropriate
provisions shall be made with respect

A-2
<PAGE> 13

to the rights and interests of such holder to the end that the provisions
hereof (including, without limitation, provisions for adjustments of the
Conversion Ratio) shall thereafter be applic-able, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of such conversion rights.

(f) Notice of Adjustment. Upon any adjustment of
the Conversion Ratio then and in each such case the Corporation shall give
written notice thereof, by first class mail, postage prepaid, addressed to each
holder of shares of Series A Convert-ible Preferred Stock at the address of
such holder as shown on the books of the Corporation, which notice shall state
the Conversion Ratio resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

(g) Other Notices. In case at any time:

(i) the Corporation shall declare any
divi-dend upon its Common Stock payable in cash or stock or make any other
distribution to the holders of its Common Stock;

(ii) the Corporation shall offer for
subscription pro rata to the holders of its Common Stock any additional shares
of stock of any class or other rights;

(iv) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, addressed to each holder of any shares of Series A
Convertible Preferred Stock at the address of such holder as shown on the books
of the Corpora-tion, (y) at least twenty (20) days' prior written notice of the
date on which the books of the Corporation shall close or record shall be taken
for such dividend, distribution or subscription rights or for determining
rights to vote in respect of any reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, and (z) in
the case of any reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, at least twenty (20) days' prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause (y) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the
holders of

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<PAGE> 14

Common Stock shall be entitled thereto and such notice in accordance with the
foregoing clause (z) shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliv-erable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the
case may be.

(h) Stock to be Reserved. The Corporation shall
at all times reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon the conver-sion of Series A Convertible
Preferred Stock as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of Series
A Convertible Preferred Stock. The Corporation covenants that all shares of
Common Stock which shall be so issued shall be duly and validly issued and
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof. The Corporation will take all such action as may
be necessary to as-sure that all such shares of Common Stock may be so issued
with-out violation of any applicable law or regulation, or of any re-quirement
of any national securities exchange upon which the Com-mon Stock may be listed.
The Corporation shall not take any ac-tion which results in any adjustment of
the Conversion Ratio if the total number of shares of Common Stock issued and
issuable after such action upon conversion of the Series A Convertible
Preferred Stock would exceed the total number of shares of Common Stock then
authorized by these Articles of Incorporation.

5. Redemption.

(b) Mechanics. At least ten (10) days prior to
the date that the Corporation must redeem shares of Series A Convertible
Preferred Stock pursuant to paragraph A.5(a) (the "Re-quired Redemption Date"),
written notice (the "Required Redemption Notice") shall be given by the
Corporation to each holder of record of Series A Convertible Preferred Stock
who holds shares subject to redemption by mail, postage prepaid, at each such
hol-der's address last shown on the records of the Corporation notif-ying the
notice recipient of the Corporate Redemption Price and the Required Redemption
Date. Each holder of Series A Converti-ble Preferred Stock to be redeemed
shall surrender the certificate or certificates representing such shares to the
Corporation, in the manner and at the place designated in the Required Redemp-

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<PAGE> 15

tion Notice, and thereafter the purchase price for such shares shall be payable
to the order of the person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be
cancelled and retired. From and after the close of business on the Required
Redemption Date, un-less there shall have been a default in the payment of the
Re-quired Redemption Price, all rights of holders of shares of Ser-ies A
Convertible Stock having their shares so redeemed (except the right to receive
the Corporate Redemption Price therefor) shall cease having any ownership
rights with respect to such shares, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever.

A-5

<PAGE> 1

EXHIBIT 3.3

BYLAWS

SFORZA ENTERPRISES INC.

ADOPTED

JULY __, 1996
<PAGE> 2

TABLE OF CONTENTS

ARTICLE I. OFFICES

<TABLE>
<S> <C> <C>
1.01 Principal and Business Offices . . . . . . . . . . . 1
1.02 Registered Office . . . . . . . . . . . . . . . . . . 1

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting . . . . . . . . . . . . . . . . . . . 1
2.02 Special Meeting . . . . . . . . . . . . . . . . . . . 1
2.03 Place of Meeting . . . . . . . . . . . . . . . . . . 1
2.04 Notice of Meeting . . . . . . . . . . . . . . . . . . 2
2.05 Closing of Transfer Books or Fixing
of Record Date . . . . . . . . . . . . . . . . . . 2
2.06 Voting Records . . . . . . . . . . . . . . . . . . . 2
2.07 Quorum . . . . . . . . . . . . . . . . . . . . . . . 3
2.08 Conduct of Meeting . . . . . . . . . . . . . . . . . 3
2.09 Proxies . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Voting of Shares . . . . . . . . . . . . . . . . . . 4
2.11 Voting of Shares by Certain Holders . . . . . . . . . 4
(a) Other Corporations . . . . . . . . . . . . . 4
(b) Legal Representatives and Fiduciaries . . . 4
(c) Receiver . . . . . . . . . . . . . . . . . . 4
(d) Pledgees . . . . . . . . . . . . . . . . . . 4
(e) Subsidiaries . . . . . . . . . . . . . . . . 4

ARTICLE III. BOARD OF DIRECTORS

3.01 General Powers and Numbers . . . . . . . . . . . . . 5
3.02 Tenure and Qualifications . . . . . . . . . . . . . . 5
3.03 Regular Meetings . . . . . . . . . . . . . . . . . . 5
3.04 Special Meetings . . . . . . . . . . . . . . . . . . 5
3.05 Notice of Meetings . . . . . . . . . . . . . . . . . 5
3.06 Quorum . . . . . . . . . . . . . . . . . . . . . . . 6
3.07 Manner of Acting . . . . . . . . . . . . . . . . . . 6
3.08 Conduct of Meetings . . . . . . . . . . . . . . . . . 6
3.09 Vacancies . . . . . . . . . . . . . . . . . . . . . . 6
3.10 Compensation . . . . . . . . . . . . . . . . . . . . 6
3.11 Presumption of Assent . . . . . . . . . . . . . . . . 7
3.12 Committees . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV. OFFICERS

4.01 Number . . . . . . . . . . . . . . . . . . . . . . . 7
4.02 Election and Term of Office . . . . . . . . . . . . . 8
4.03 Removal . . . . . . . . . . . . . . . . . . . . . . . 8
4.04 Vacancies . . . . . . . . . . . . . . . . . . . . . . 8
4.05 President . . . . . . . . . . . . . . . . . . . . . . 8
4.06 Vice Presidents . . . . . . . . . . . . . . . . . . . 9
4.07 Secretary . . . . . . . . . . . . . . . . . . . . . . 9

</TABLE>
i
<PAGE> 3

TABLE OF CONTENTS (Cont.)

ARTICLES IV. OFFICERS

<TABLE>
<S> <C> <C>
4.08 Treasurer . . . . . . . . . . . . . . . . . . . . . . 9
4.09 Assistant Secretaries and Assistant Treasurers . . .10
4.10 Other Assistants and Acting Officers . . . . . . . .10
4.11 Salaries . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.01 Contracts . . . . . . . . . . . . . . . . . . . . . .10
5.02 Loans . . . . . . . . . . . . . . . . . . . . . . . .11
5.03 Checks, Drafts, etc. . . . . . . . . . . . . . . . .11
5.04 Deposits . . . . . . . . . . . . . . . . . . . . . .11
5.05 Voting of Securities Owned by this Corporation . . .11

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01 Certificate for Shares . . . . . . . . . . . . . . .12
6.02 Facsimile Signatures and Seal . . . . . . . . . . . .12
6.03 Transfer of Shares . . . . . . . . . . . . . . . . .12
6.04 Restrictions on Transfer . . . . . . . . . . . . . .12
6.05 Lost, Destroyed or Stolen Certificates . . . . . . .12
6.06 Consideration for Shares . . . . . . . . . . . . . .13
6.07 Stock Regulations . . . . . . . . . . . . . . . . . .13
</TABLE>

ARTICLE VII. WAIVER OF NOTICE

ARTICLE VIII. CONSENT WITHOUT A MEETING

ARTICLE IX. INDEMNIFICATION

ARTICLE X. SEAL

ARTICLE XI. FISCAL YEAR

ARTICLE XII. AMENDMENTS

<TABLE>
<S> <C> <C>
12.01 By Shareholders . . . . . . . . . . . . . . . . . . .14
12.02 By Directors . . . . . . . . . . . . . . . . . . . .14
12.03 Implied Amendments . . . . . . . . . . . . . . . . .14
</TABLE>

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<PAGE> 4

ARTICLE I. OFFICES

1.01. Principal and Business Offices. The corporation may
have such principal and other business offices, either within or outside the
State of Florida, as the Board of Directors may designate or as the business of
the corporation may require from time to time.

1.02. Registered Office. The registered office of the
corporation required by the Florida Business Corporation Act to be maintained
in the State of Florida may be, but need not be, identical with the principal
office in the State of Florida. The address of the registered office may be
changed from time to time by the Board of Directors or, if within the county,
by the regis-tered agent. The business office of the registered agent of the
corporation shall be identical to such registered office.

ARTICLE II. SHAREHOLDERS

2.01. Annual Meeting. The annual meeting of the shareholders
shall be held on the last Wednesday of April in each year at 9:00 o'clock a.m.,
or at such other time and date as may be fixed by or under the authority of the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Florida,
such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated herein, or fixed
as herein provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as convenient.

2.02. Special Meeting. Special meetings of the
share-holders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President or the Board of Direc-tors or by the
person designated in the written request of the holders of not less than
one-tenth of all shares of the corporation entitled to vote at the meeting.

2.03. Place of Meeting. The Board of Directors may designate
any place either within or outside the State of Florida as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may des-ignate any place, whether within or outside the State of
Florida, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall
be the principal business office of the corporation in the State of Florida or
such other suitable place in the county of such principal office as may be
designated by the per-son calling such meeting, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
shares represented thereat.
<PAGE> 5

2.04. Notice of Meeting. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) days (unless a longer period is required by law) nor more than thirty (30)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the person(s) calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his or her address as it
appears on the stock record books of the corporation, with postage thereon
pre-paid.

2.05. Closing of Transfer Book or Fixing of 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 shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, thirty (30) 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
(10) 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 sharehol-ders, such date in any case to be
not more than thirty (30) days and, in case of a meeting of shareholders, not
less than ten (10) 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 of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the close of
business on the date on which notice of the meeting is mailed or on the date on
which the reso-lution of the Board of Directors declaring such dividend is
adop-ted, as the case may be, shall be the record date for such deter-mination
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 be applied to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the sta-ted period of closing has expired.

2.06. Voting Records. In the event the corporation issues
its stock to more than six (6) shareholders Section 607.0901 of the Florida
Business Corporation Act dealing with af-filiated transactions and
control-share acquisitions shall apply.

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<PAGE> 6

2.07. Quorum. Except as otherwise provided in the articles
of incorporation, a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders but
in no event shall a quorum consist of less than one-third of the shares
entitled to vote at the meeting. 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 the 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 by the Florida Business
Corporation Act or the articles of incorporation. If less than a quorum is
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

2.08. Conduct of Meetings. The President, or in the
President's absence, a Vice President in the order provided under Section 4.06,
and in their absence, any person chosen by the shareholders present shall call
the meeting of the shareholders to order and shall act as chairman of the
meeting, and the Secretary shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

2.09. Proxies. At all meetings of shareholders, a
shareholder entitled to vote may vote in person or by proxy appointed in
writing by the shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary before or at the time of the meeting.
Unless otherwise provided in the proxy or Section 607.101 of the Florida
Business Corporation Act, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the acting
secretary of the meeting or by oral notice given by the shareholder to the
presiding officer during the meeting. The presence of a shareholder who has
filed a proxy shall not of itself constitute a revocation. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. The Board of Directors shall have the power and
authority to make rules as to the validity and sufficiency of proxies.

2.10. Voting of Shares. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a

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<PAGE> 7

meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are enlarged, limi-ted or denied by the articles
of incorporation.

2.11. Voting of Shares by Certain Holders.

(a) Other Corporations. Shares standing in the name of an-other
corporation, domestic or foreign, may be voted either in person or by proxy by
the president of such corporation or any other officer appointed by such
president. A proxy executed by any principal officer of such other corporation
or assistant thereto shall be conclusive evidence of the signer's authority to
act, in the absence of express notice to this corporation, given in writing to
the Secretary of this corporation, of the designation of some other person by
the Board of Directors or the bylaws of such other corporation.

(b) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator or assignee for creditors may be
voted by such person, either in person or by proxy. Shares standing in the
name of a trustee may be voted by him or her, either in person or by proxy, but
no trustee shall be entitled to vote shares held by him or her without a
transfer of such shares into his or her name. Shares standing in the name of a
fiduciary may be voted by him or her, either in person or by proxy. A proxy
executed by a fiduciary shall be conclusive evi-dence of the signer's authority
to act in the absence of express notice given in writing to the Secretary that
such manner of vot-ing is prohibited or otherwise directed by the document
creating the fiduciary relationship.

(c) Receiver. Shares standing 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 or her name
if authority to do so is contained in an appropriate court order pursuant to
which such receiver was appointed.

(d) Pledgees. A shareholder whose shares are pledged shall be
entitled to vote such shares in person or by proxy, until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee or his or
her nominee shall be entitled to vote the shares so transferred.

(e) Subsidiaries. Neither shares of the corporation's stock owned
by another corporation, the majority of the voting stock of which is owned or
controlled by it, nor shares of its own stock held by another corporation in a
fiduciary capacity shall be voted, directly or indirectly, at any meeting; and
such shares shall not be counted in determining the total number of outstanding
shares at any given time.

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<PAGE> 8

ARTICLE III. BOARD OF DIRECTORS

3.01. General Powers and Number. The business and affairs of
the corporation shall be managed by its Board of Directors. The number of
directors of the corporation initially shall be a minimum of one (1) but may be
increased to not more than nine (9) without amendment. The number of directors
may be increased or decreased from time to time by amendment to this Section
adopted by the shareholders or the Board of Directors but no decrease shall
have the effect of shortening the term of an incumbent director.

3.02. Tenure and Qualifications. Each director shall hold
office until the next annual meeting of shareholders and until the director's
successor shall have been elected, or until his or her prior death, resignation
or removal. Any director or the entire Board of Directors may be removed from
office, with or without cause, by affirmative vote of a majority of the
outstanding shares entitled to vote for the election of such director, or the
Board of Directors. A director may resign at any time by filing a written
resignation with the Secretary of the corporation. Directors need not be
residents of the State of Florida or shareholders of the corporation.

3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held, without other notice than this bylaw, immediately
after the annual meeting of shareholders, and each adjourned session thereof.
The place of such regular meeting shall be the same as the place of the meeting
of shareholders which precedes it, or such other suitable place as may be
announced at such meeting of shareholders. The Board of Directors may provide,
by resolution, the time and place, either within or outside the State of
Florida, for the holding of additional regular meetings without other notice
than such resolution.

3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The persons calling any special meeting of the Board of Directors
may fix any place, either within or outside the State of Florida, as the place
for holding any special meeting of the Board of Directors called by them, and
if no other place is fixed the place of meeting shall be the principal business
office of the corporation in the State of Florida. Special meetings may be
held by means of a telephone conference circuit and connecting to such circuit
shall constitute presence at such meeting.

3.05. Notice of Meetings. Notice of each meeting of the
Board of Directors (unless otherwise provided in or pursuant to Section 3.03)
shall be given by written notice delivered personally or mailed or given by
telephone or telegram to each director at his or her business or home address
or at such other ad-

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<PAGE> 9

dress as such director shall have designated in writing filed with the
Secretary, in each case not less than 48 hours prior thereto. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company; if by telephone, at the time the call is completed. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting and objects thereat to
the transaction of any business because the meeting is not lawfully called or
convened. 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.

3.06. Quorum. A majority of the number of directors as
provided in Section 3.01 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice.

3.07. Manner of Acting. 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, unless the act of a greater number is required by the
Florida Business Corporation Act, the corporation's articles of incorporation
or these bylaws.

3.08. Conduct of Meetings. The President, and in the
President's absence, a Vice President in the order provided under Section 4.06,
and in their absence, any director chosen by the directors present, shall call
meetings of the Board of Directors to order and shall chair the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the
Board of Directors, but in the absence of the Secretary, the presiding officer
may appoint any assistant secretary or any director or other person present to
act as secretary of the meeting.

3.09. Vacancies. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, may be filled until the next succeeding annual election by the
affirmative vote of a majority of the directors then in office, though less
than a quorum of the Board of Directors, provided that in case of a vacancy
created by removal of a director(s), the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

3.10. Compensation. The Board of Directors, by affirmative
vote of a majority of the directors then in office, and irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise, and the

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<PAGE> 10

manner and time of payment thereof, or may delegate such authority to an
appropriate committee. The Board of Directors also shall have authority to
provide for or to delegate authority to an appropriate committee to provide for
reasonable pensions, disability or death benefits, and other benefits or
payments, to directors, officers and employees and to their estates, families,
dependents or beneficiaries on account of prior services rendered by such
directors, officers and employees to the corporation.

3.11. Presumption of Assent. A director who is present at a
meeting of the Board of Directors or a committee thereof of which he is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

3.12. Committees. The Board of Directors, by resolution
adopted by the affirmative vote of a majority of the number of directors as
provided in Section 3.01, may designate one or more committees, each committee
to consist of three or more directors elected by the Board of Directors, which
to the extent provided in said resolution as initially adopted, and as
thereafter supplemented or amended by further resolution adopted by a like
vote, shall have and may exercise, when the Board of Directors is not in
session, the powers of the Board of Directors in the management of the business
and affairs of the corporation, except action in respect to dividends to
shareholders, election of the principal officers or the filling of vacancies on
the Board of Directors or committees created pursuant to this Section. The
Board of Directors may elect one or more of its members as alternate members
of any such committee who may take the place of any absent member or members at
any meeting of such committee, upon request by the President or upon request
by the chairman of such meeting. Each such committee shall fix its own rules
governing the conduct of its activities and shall make such reports to the
Board of Directors of its activities as the Board of Directors may request.

ARTICLE IV. OFFICERS

4.01. Number. The principal officers shall be a President,
one or more Vice Presidents (the number and designations to be determined by
the Board of Directors), a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors; the Board of Directors may elect a chairman
who if so elected shall be a principal officer. Any two or more offices may
be held by the same person. The Board of Directors may designate

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<PAGE> 11

one of the Vice Presidents as the Executive Vice President. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors or the President.

4.02. Election and Term of Office. The officers to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Dir-ectors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected or until his prior death, resignation or remov-al.

4.03. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment shall not of itself create contract rights.

4.04. Vacancies. A vacancy in any principal office because
of death, resignation, removal, disqualification or oth-erwise, shall be filled
by the Board of Directors for the unexpired portion of the term.

4.05. President. The President shall be the principal
executive officer and, subject to the control of the Board of Directors, shall
in general supervise and control all of the bus-iness and affairs of the
corporation. He or she shall preside at all meetings of the shareholders and
of the Board of Directors. The President shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to appoint such agents
and employees of the corporation as he or she shall deem neces-sary, to
prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
President. The President shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, the
President may authorize any Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his or her place and stead. In general he shall perform all du-ties incident
to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.

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<PAGE> 12

4.06. Vice Presidents. In the absence of the President, or
in the event of the President's death, inability or re-fusal to act, or in the
event for any reason it shall be impracticable for the President to act
personally, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
el-ection) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the corporation, and shall perform such
other duties and have such authority as from time to time may be delegated or
assigned to him or her by the President or the Board of Direc-tors. The
execution of any instrument of the corporation by any Vice President shall be
conclusive evidence, as to third parties, of the Vice President's authority to
act in the stead of the President.

4.07. Secretary. The Secretary shall: (a) keep the minutes
of the meetings of the shareholders and of the Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation, if any,
and see that the seal of the corporation, if any, is affixed to all documents
which are authorized to be executed on behalf of the corporation under its
seal; (d) keep or arrange for the keeping of a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President, or a Vice President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and have such other duties and exercise
such authority as from time to time may be delegated or assigned to him or her
by the President or by the Board of Directors.

4.08. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and secur-ities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation
from any source whatsoev-er, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of Section 5.04; and (c) in general
perform all of the duties incident to the office of Treasurer and have such
other duties and exercise such other authority as from time to time may be
delegated or assigned to him or her by the President or by the Board of
Directors.

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4.09. Assistant Secretaries and Assistant Treasurers. There
shall be such number of Assistant Secretaries and Assistant Treasurers as the
Board of Directors or President from time to time authorizes. The Assistant
Secretaries may sign with the President or a Vice President certificates for
shares of the cor-poration the issuance of which shall have been authorized by
a resolution of the Board of Directors. The Assistant Secretaries and
Assistant Treasurers, in general, shall perform such duties and have such
authority as from time to time shall be delegated or assigned to them by the
Secretary or the Treasurer, respectively, or by the President or the Board of
Directors.

4.10. Other Assistants and Acting Officers. The Board of
Directors and the President shall have the power to appoint any person to act
as assistant to any officer, or as agent for the corporation in the officer's
stead, or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
of-ficer or other agent so appointed by the Board of Directors or President
shall have the power to perform all the duties of the office to which that
person is so appointed to be assistant, or as to which he or she is so
appointed to act, except as such pow-er may be otherwise defined or restricted
by the Board of Direc-tors or President.

4.11. Salaries. Salaries may be paid to the principal
officers of the corporation at the discretion of the Board of Directors, and if
so paid, shall be fixed from time to time by the Board of Directors or by a
duly authorized committee thereof, and no officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a
director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute or
deliver any instrument in the name of and on behalf of the corporation, and
such authorization may be general or confined to specific instances. No
contract or other transaction between the 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 or
because such director or direc-tors 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 the votes of the interested director(s) are
counted for such purpose, if (1) 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

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<PAGE> 14

purpose without counting the votes or consents of such interested directors; or
(2) 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 (3) the contract or
transaction is fair and reasonable to the corporation. Common or interested
direc-tors 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.

5.02. Loans. No indebtedness for borrowed money shall be
contracted on behalf of the corporation and no evidences of such indebtedness
shall be issued in its name unless authorized by or under the authority of a
resolution of the Board of Direc-tors. Such authorization may be general or
confined to specific instances.

5.03. Checks, Drafts, etc. All checks, drafts or oth-er
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer(s),
employee(s) or agents of the corporation and in such manner as shall from time
to time be determined by or under the authority of a resolution of the Board of
Direc-tors.

5.04. Deposits. All funds of the corporation not oth-erwise
employed shall be deposited from time to time to the cre-dit of the corporation
in such banks, trust companies or other depositaries as may be selected by or
under the authority of a resolution of the Board of Directors.

5.05. Voting of Securities Owned by this Corporation.
Subject always to the specific directions of the Board of Direc-tors, (a) any
shares or other securities issued by any other corporation and owned or
controlled by this corporation may be voted at any meeting of security holders
of such other corporation by the President of this corporation if he or she is
present, or in the President's absence, by any Vice President of this
corporation who may be present, and (b) whenever, in the judgment of the
President, or in the President's absence, of any Vice President, it is
desir-able for this corporation to execute a proxy or written consent with
respect to any shares or other securities issued by any other corporation and
owned by this corporation, such proxy or consent shall be executed in the name
of this corporation by the President or one of the Vice Presidents of this
corporation, without necessi-ty of any authorization by the Board of Directors,
affixation of corporate seal or countersignature or attestation by another
offi-cer. Any person or persons designated in the manner above stated as the
proxy or proxies of this corporation shall have full right, power and authority
to vote the shares or other securities issued by such other corporation and
owned by this corporation the same as such shares or other securities might be
voted by this corporation.

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<PAGE> 15

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFERS

6.01. Certificate for Shares. Certificates representing
shares of the corporation shall be in such form, consistent with law, as shall
be determined by the Board of Directors. Such certificates shall be signed by
the President. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and the date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 6.05.

6.02. Facsimile Signatures and Seal. The seal of the
corporation, if the corporation has elected to have a seal, on any certificates
for shares may be a facsimile. The signature of the President upon a
certificate may be a facsimile 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.

6.03. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer, the corporation may treat
the registered owner of such shares as the person exclusively entitled to vote,
to receive notifications and otherwise to have and exercise all the rights and
powers of an owner. Where a certificate for shares is presented to the
corporation with a request to register for transfer, the corporation shall not
be liable to the owner, or any other person suffering loss as a result of such
registration of transfer if (a) there were on or with the certificate the
necessary endorsements, and (b) the corporation had no duty to inquire into
adverse claims or has discharged any such duty. The corporation may require
reasonable assurance that said endorsements are genuine and effective and in
compliance with such other regulations as may be prescribed by or under the
authority of the Board of Directors.

6.04. Restrictions on Transfer. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

6.05. Lost, Destroyed or Stolen Certificates. Where the
owner claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the corporation has notice that such shares have
been acquired by a bona fide purchaser, and (b) if required by the corporation,
files with the corporation a sufficient indemnity bond, and (c)

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<PAGE> 16

satisfies such other reasonable requirements as may be prescribed by or under
the authority of the Board of Directors.

6.06. Consideration for Shares. The shares of the
corporation may be issued for such consideration as shall be fixed from time to
time by the Board of Directors, provided that any shares having a par value
shall not be issued for a consideration less than the par value thereof. The
consideration to be paid for shares may be paid in whole or in part, in money,
in other property, tangible or intangible, or in labor or services actually
performed for the corporation. When payment of the consideration for which
shares are to be issued shall have been received by the corporation, such
shares shall be deemed to be fully paid and nonassessable by the corporation.
No certificate shall be issued for any share until such share is fully paid.

6.07. Stock Regulations. The Board of Directors shall have
the power and authority to make all such rules and regulations not inconsistent
with the statutes of the State of Florida as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of
the corporation.

ARTICLE VII. WAIVER OF NOTICE

Whenever any notice is required to be given under the
provisions of the Florida Business Corporation Act or under corresponding
provisions of the corporation's articles of incorporation or bylaws, a waiver
thereof in writing, signed at any time, whether before or after the time of the
meeting, by the person or persons entitled to such notice, shall be deemed
equivalent to the giving of such notice. Such waiver by a shareholder in
respect of any matter of which notice is required under any provision of the
Florida Business Corporation Act shall contain the same information as would
have been required to be included in such notice under any applicable
provisions of said Law, except that the time and place of meeting need not be
stated.

ARTICLE VIII. CONSENT WITHOUT A MEETING

Any action required by the articles of incorporation or these
bylaws or any provisions of the Florida Business Corporation Act to be taken at
a meeting or any other action which may be taken at a meeting may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by the requisite number of shareholders or directors under law
or all of the members of a committee thereof entitled to vote with respect to
the subject matter thereof and such consent shall have the same force and
effect as a vote.

ARTICLE IX. INDEMNIFICATION

The corporation shall indemnify all directors and officers to
the fullest extent now or hereafter permitted by the

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<PAGE> 17

Florida Statues. This bylaw shall not limit the rights of such persons or
other persons to indemnification as provided or per-mitted as a matter of law,
under the Florida Statutes or other-wise.

ARTICLE X. SEAL

The Board of Directors may provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE XI. FISCAL YEAR

Except as the Board of Directors may otherwise deter-mine, the
fiscal year of the corporation shall be the year ending on the last day of
December of each year.

ARTICLE XII. AMENDMENTS

12.01. By Shareholders. These bylaws may be altered, amended
or repealed and new bylaws may be adopted by the share-holders by affirmative
vote of not less than a majority of the shares present or represented at an
annual or special meeting of the shareholders at which a quorum is in
attendance.

12.02. By Directors. These bylaws may also be al-tered,
amended or repealed and new bylaws may be adopted by the Board of Directors by
affirmative vote of a majority of the num-ber of directors present at any
meeting at which a quorum is in attendance; but no bylaw adopted by the
shareholders shall be am-ended or repealed by the Board of Directors if the
bylaw so adop-ted so provides.

12.03. Implied Amendments. Any action taken or auth-orized
by the shareholders or by the Board of Directors which would be inconsistent
with the bylaws then in effect but is taken or authorized by affirmative vote
of not less than the number of shares or the number of directors required to
amend the bylaws so that the bylaws would be consistent with such action, shall
be given the same effect as though the bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific
action so taken or authorized.

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<PAGE> 1
EXHIBIT 4.1

CERTIFICATE NO.

<TABLE>
Caption
From whom transferred Received Certificate No.
-------------
<S> <C> <C>
For Shares -------------------------------------------- for Shares
------------------------------- Dated 19 -------------------------
Issued to -------------------------- ----------- on 19
------------------------------- No. Original No. of Original No. of Shares ---------------------------- -------
Dated 19 Certificate Shares Transferred -------------------------------------
---------------------------- ---- -------------------------------------------- -------------------------------------
</TABLE>
NO. Organized Under the Laws of
The State of Florida

SFORZA ENTERPRISES INC.

20,000,000 SHARES COMMON STOCK $0.01 PAR VALUE

THIS CERTIFIES THAT SPECIMEN
------------------------------------------------------------
is hereby issued fully paid
---------------------------------------------------
and non-assessable Shares of the Capital Stock of the above named Corporation
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this Certificate properly
endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this day of A.D.19
-------------- ----------------------- ------------------

- ----------------------------------- ---------------------------------------
SECRETARY PRESIDENT
<PAGE> 2

For Value Received hereby sell, assign and transfer unto
--------------------
Shares
- --------------------------------------------------------------------
represented by the within Certificate and do hereby irrevocably constitute and
appoint Attorney to transfer the said
-----------------------------------
Shares on the books of the within named Corporation with full power of
substitution in the premises.

Dated 19
-------------------------- ---------
In presence of

- ------------------------------- ------------------------------

<PAGE> 1
EXHIBIT 4.2

EXHIBIT A

No. _____________ Certificate for ______ Warrants

THIS WARRANT CERTIFICATE MAY BE
TRANSFERRED SEPARATELY FROM THE COMMON STOCK CERTIFICATE
WITH WHICH IT IS INITIALLY ISSUED
EXERCISABLE ON OR BEFORE, AND VOID AFTER,
5:00 P.M. FLORIDA TIME, OCTOBER 31, 2002

SFORZA ENTERPRISES INC.

WARRANTS TO PURCHASE COMMON STOCK OF
SFORZA ENTERPRISES INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

CUSIP No. _________

This certifies that ____________________ or assigns, is the owner of the number
of Warrants set forth above, each of which represents the right to purchase
from Sforza Enterprises Inc., a Florida corporation (the "Company"), at any time
on or before 5:00 Florida time, October 31, 2002, upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement
hereinafter referred to, one share (subject to adjustments referred to below) of
the Common Stock of the Company (such shares or other securities or property
purchasable upon exercise of the Warrants being herein called the "Shares"), by
surrendering this Warrant Certificate, with the Purchase Form on the reverse
side duly executed, at the principal office of Florida Atlantic Stock Transfer,
Inc., or its successor, as warrant agent (the "Warrant Agent"), and by paying in
full, in cash or by certified or official bank check payable to the order of
the Company, the exercise price of $5.25 per Share.

Upon any exercise of less than all the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder a new Warrant Certificate in
respect of the Warrants as to which this Warrant Certificate was not exercised.

Upon the surrender for transfer or exchange hereof, properly endorsed, to the
Warrant Agent, the Warrant Agent at the Company's expense will issue and deliver
to the order of the holder hereof a new Warrant Certificate or Warrant
Certificates of like tenor, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face hereof.

<PAGE> 2

The Warrant Certificates are issued only as registered Warrant Certificates.
Until this Warrant Certificate is transferred in the Warrant Register, the
Company and the Warrant Agent may treat the person in whose name this Warrant
Certificate is registered as the absolute owner hereof and of the Warrants
represented hereby for all purposes, notwithstanding any notice to the contrary.

This Warrant Certificate is issued under the Warrant Agreement dated as of
October ___, 1997 between the Company and the Warrant Agent. The Warrant
Agreement is hereby incorporated by reference into this Warrant Certificate and
this Warrant Certificate is subject to the terms and provisions contained in
said Warrant Agreement, to all of which terms and provisions the registered
holder of this Warrant Certificate consents by acceptance hereof. Copies of said
Warrant Agreement are on file at the principal office of the Warrant Agent in
Tamarac, Florida, and may be obtained by writing to the Warrant Agent.

The number of Shares receivable upon the exercise of the Warrants represented by
this Warrant Certificate and the exercise price per share are subject to
adjustment upon the happening of certain events specified in the Warrant
Agreement.

No fractional Shares of the Company's Common Stock will be issued upon the
exercise of Warrants. As to any final fraction of a Share which a holder of
Warrants exercised in the same transaction would otherwise be entitled to
purchase on such exercise, the Company shall pay a cash adjustment in lieu of
any fractional Share determined as provided in the Warrant Agreement.

The Warrants may be redeemed at the option of the Company, at any time following
a period of 20 consecutive trading days where the per share average closing bid
price of the Common Stock exceeds $5.52, on notice as set forth in the Warrant
Agreement, and at a redemption price equal to $.01 per Warrant. If notice of
redemption shall have been given as provided in the Warrant Agreement and cash
sufficient for the redemption be deposited by the Company for that purpose, the
exercise rights of the Warrants identified for redemption shall expire at the
close of business on such date of redemption unless extended by the Company.

This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of Common Stock of the Company, including, without
limitation, the right to vote, to receive dividends and other distributions, to
exercise any preemptive right, or to receive any notice of, or to attend
meetings of holders of Common Stock or any other proceedings of the Company.

This Warrant Certificate shall be void and the Warrants and any rights
represented hereby shall cease unless exercised on or before 5:00 p.m. Florida
time on October 31, 2002, unless extended by the Company.

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<PAGE> 3

This Warrant Certificate shall not be valid for any purpose until it shall have
been countersigned by the Warrant Agent.

WITNESS the facsimile signatures of the Company's duly authorized officers.

SFORZA ENTERPRISES INC.

By:___________________________
Name:______________________
Title:_____________________

COUNTERSIGNED AND REGISTERED:

as Warrant Agent

FLORIDA ATLANTIC STOCK
TRANSFER, INC.

By:___________________________
Name:______________________
Title:_____________________

[REVERSE OF WARRANT CERTIFICATE]

THE CORPORATION WILL FURNISH ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A COPY
OF THE ARTICLES OF INCORPORATION AND A FULL STATEMENT OF THE DESIGNATIONS,
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR
SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE
AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF
SUBSEQUENT CLASSES OR SERIES.

TO: Sforza Enterprises Inc.
c/o Florida Atlantic Stock Transfer, Inc.,
Warrant Agent

PURCHASE FORM
(To be Executed by the Registered Holder
in Order to Exercise of Warrant Certificates)

The undersigned hereby irrevocably elects to exercise __________* of the
Warrants represented by the Warrant Certificate and to purchase for cash the
Shares issuable upon the exercise of said Warrants and requests that
certificates for such Shares shall be issued in the name of:

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<PAGE> 4

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
REGISTERED HOLDER OF CERTIFICATE

- --------------------------------------------------------------------------------
(Print Name)

- --------------------------------------------------------------------------------
(Address)

- --------------------------------------------------------------------------------

Dated:_______________ Signature:_________________________

- -------------------------

* Insert here the number of Warrants evidenced on the face of this Warrant
Certificate (or, in the case of a partial exercise, the portion thereof being
exercised), in either case without making any adjustment for additional Common
Stock or any other securities or property or cash which, pursuant to the
adjustment provisions referred to in this Warrant Certificate, may be deliv-
erable upon exercise.

ASSIGNMENT FORM
(To be Executed by the Registered Holder
in Order to Transfer Warrant Certificates)

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:_____________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
___________________________________ of the Warrants to purchase shares of Common
Stock represented by this Warrant Certificate unto_____________________________
______________________ (Please print or typewrite name and address including
postal zip code of assignee)____________________________________________________
________________________________________________________________________________
and does hereby irrevocably constitute and appoint _____________________________
Attorney to transfer this Warrant Certificate on the records of the Company
with full power of substitution in the premises.

Dated:_______________ Signature(s) ______________________

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<PAGE> 5

SIGNATURE(S) GUARANTEED:

- ------------------------------

NOTICE

The signature(s) to the Purchase Form or the Assignment Form must correspond to
the name as written upon the face of this Warrant Certificate in every
particular without alteration or enlargement or any change whatsoeve.

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