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INDIAN CREEK TRIBE CHICKAMAUGA CREEK & CHEROKEE NATION INC.

(A Corporation Not For Profit)

ARTICLE 1 – General

Section 1. Offices. The offices of the Corporation in the State of Florida shall be located at 1352 E. Lombardy Drive, Deltona, Florida 32725. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The principal office and the address of the principal office may be changed from time to time by resolution of the Board of Directors. The registered agent and the address of the registered office shall be Bill Chance, 1352 E. Lombardy Drive, Deltona , Florida 32725, and may be changed from time to time by resolution of the Board of Directors.

Section 2. Powers: The Corporation shall have the rights, powers, duties and functions as set forth in the Articles of Incorporation.

ARTICLE II – Members

Section 1. Classes of Members: Voting Rights. The Corporation shall have two classes of members, one class of members with voting rights and the other without voting rights. The voting class shall be members of the Board of Directors. Election as a member of the Board of Directors shall constitute election as a voting member of the corporation. The second class shall be general members who meet the qualifications of Article IV of the Articles of Incorporation.

Section 2. Voting Rights: Each voting member shall have one vote. Votes may be cast in person or by proxy at any property called meeting of the Board of Directors.

Section 3. Transfer of Membership: Membership in this Corporation is not transferable or assignable.

Section 4. Place and Time of Meetings: All meetings of the Members shall be held at such place as may be permitted by law and from time to time fixed by the Board of Directors and designated in the notices of meetings.

Section 5. Notices: Since the voting members of the Corporation are its directors, the decision to hold annual or special meetings of the non-voting members of the Corporation shall be discretionary with the Board of Directors. Notice of any meetings, which shall include an agenda, shall be sent to each member thirty (30) days prior thereto.

Section 6. Order of Business: The order of business at all meetings shall be as prescribed in the agenda prepared by the Board of Directors and submitted to the members with the notice of each meeting.

ARTICLE III – BOARD OF DIRECTORS

Section 1. General Powers: The policies of the Corporation shall be established by the Board of Directors and shall conform to the Articles of Incorporation.

Section 2. Number and Identity of Directors: The number of directors shall be three (3) until such number shall be changed by the Board of Directors.

Section 3. Annual Meeting: An annual meeting of the Board of Directors shall be held on the 1^st day of September each year, beginning with the year 20001 at the hour of 9:00 a.m., 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 business day. If the election of Directors shall not be held on the day so designated herein for any annual meeting, or at the adjournment thereof, the Board of Directors shall cause the election of the Directors as soon thereafter as conveniently may be.

Section 4. Notice of Meetings: (a) Written notice stating the place, day and hour of any annual or adjourned annual meeting of the Board of Directors shall be delivered either personally or by mail to each Director not less than seven (7) nor more than thirty (30) days before the date of such meeting.

(b) Notice of any special meeting of the Board of Directors shall be given at least five (5) days before such meeting by written notice delivered personally or sent by mail or telegram to each Director at his / her address as shown by the records of the Corporation. The purpose or purposes for which the special meeting is called shall be stated in the notice.

(c) If mailed, a notice of any meeting shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid.

(d) Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any annual, regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

Section 5. Elections: Vacancies:

(a) Directors shall be elected or re-elected by an affirmative vote of a majority of the Directors.

(b) Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by a majority vote of all the Directors present at the meeting. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

(d) Each Director shall be elected for a three (3) year term. As new Directors are needed, their terms shall be established so that approximately one-third (1/3^rd ) of the Directors shall be elected each year.

Section 6. Regular Meetings: Regular meetings of the Board may be held at such time and place permitted by law and from time to time as may be determined by the Directors, and special meetings may be called by the Chairman or a majority of the Board. Notice of regular and special meetings of the Board shall be given to each Director at least five (5) days prior to the meeting as provided in Section 4. The Board may, by resolution duly adopted, establish regular monthly, quarterly, or semi-annual meetings. All meetings of the Board shall be open to all members of the Corporation.

Section 7. At all meetings of the Board, a majority shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority present at any meeting shall be that act of the Board, except as may be otherwise specifically provided by statute, by the Articles of Incorporation, or in these Bylaws.

Section 8. The order of business of all meetings of the Board shall be as prescribed in an agenda furnished each member of the Board by the Chairman.

Section 9. The Board shall have and exercise all lawful powers and duties necessary for the proper conduct and administration of the affairs of the Corporation and for the exercise of its rights, powers, duties and function. The Board may do or cause to be done all other lawful acts and things that are not by law, these Bylaws, the Articles of Incorporation or otherwise, directed or required to be done or exercised by the members of the Corporation.

Section 10. A Chairman shall be elected by the Board of Directors annually from the members of the Board of Directors. The Chairman shall preside at all meetings of the Board an act as further described in these Bylaws.

Section 11. A Secretary shall also be elected annually by the Board of Directors from among its members. The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all votes and the minutes of all meetings and proceedings, including resolutions, in a minute book to be kept for that purpose, and shall perform like duties for any committees when so required. He shall have charge of the minute book and such records and papers as the Board may direct and shall perform all duties incident to the office of secretary, including the sending of notices as may be prescribed by the Bylaws or by the Board or the Chairman. He shall also have custody of the corporate seal, and when authorized by the Board, affix the same to any instrument requiring it and attest the same when appropriate. He shall compile and keep up to date, at the principal office of the Corporation, a complete list of the members and their last known post office addresses, and the names of the addresses of any

proxy holders. The Secretary shall make the minute books available for inspection by the Members and Directors at all reasonable times.

Section 12. The Treasurer shall have responsibility for the Corporation’s funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies, checks, and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may from time to time be ordered by the Board or by the Chairman (two (2) signatures shall be required for all documents), shall make proper vouchers for such disbursements, and shall render to the Chairman and Directors, at the regular meetings of the Board or whenever they or either of them shall require, an account of his transactions as Treasurer of the financial condition of the Corporation. The accounting records of the Corporation shall be available for inspection by the Members at all reasonable times.

ARTICLE IV – INDEMNIFICATION

Every Director of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding or any settlement of any proceeding to which he may be a party or in which he may become involved by reason of his being or having been a Director at the time such expenses are incurred, except when the Director is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, that in the event of a settlement, the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director may be entitled.

ARTICLE V – CONTRACTS, CHECKS, DEPOSITS and FUNDS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness, transfers or stock powers relating to securities or stock owned or issued by the Corporation, shall be signed by two (2) officers of the Corporation

in the name of the Corporation who shall be determined from time to time by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairman of the Corporation.

Section 3. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. The Corporation may take, receive, and hold real and personal property, including the principal and interest of any money or other fund that is given, conveyed, bequeathed, devised to or otherwise vested in the Corporation in trust for a purpose consistent with the purposes set out in the Articles of Incorporation of this Corporation from time to time, pursuant to Florida Statutes, Section 617.021.

ARTICLE VI – COMMITTEES

The Board of Directors, by resolution, adopted by a majority of the Directors, may designate one or more committees, each of which shall consist of two or more Directors and / or members, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board in the management of the corporation.

ARTICLE VII – SEVERABILITY

If any paragraph, sentence, clause, or portion thereof of any provision of these Bylaws shall be held invalid, it shall not affect the validity of the remaining parts thereof.

ARTICLE VIII – AMENDMENT

These Bylaws shall be amended proposed by a resolution adopted by a two-thirds (2/3^rds) vote of the Board of Directors.

The foregoing was adopted as the Bylaws of INDIAN CREEK TRIBE CHICKAMAUGA CREEK & CHEROKEE NATION INC., a Florida corporation not for profit, at the first meeting of the Board of Directors on September 1, 2000.