Exhibit 3.4

                                     BYLAWS

                                       OF

                           HEALTH-OUTFITTERS.COM, INC.

ARTICLE I

      Offices

Principal Office.  The principal office and place of business of the corporation
shall be at such  location  as the  Board  of  Directors  may from  time to time
determine.  Additional  offices and places of business may be  established  from
time to time by resolution of the Board of Directors both within and without the
State of Colorado.

Registered  Office.  The registered  office of the corporation,  required by the
Colorado Business Corporation Act to be maintained in the State of Colorado, may
be, but need not be identical to the principal  office of the corporation in the
State of Colorado,  and the address of the registered office may be changed from
time to time by the Board of Directors.

                                  Shareholders

Place of Meetings.  All meetings of the shareholders of the corporation shall be
held at the principal office of the corporation or at such other place as may be
designated in the notice of meeting.

Annual  Meeting.  In the  absence  of a  resolution  of the  Board of  Directors
providing  otherwise,  the regular annual meeting of the  shareholders  shall be
held on the first Tuesday in April of each year at the hour of 10:00 a.m. If the
day fixed for the annual meeting is a legal holiday,  such meeting shall be held
on the next succeeding  business day. At such meeting,  the  shareholders  shall
elect, by a majority vote of the shareholders  present at such meeting,  a Board
of Directors,  and shall transact such other business as may properly be brought
before the meeting.  If the election of directors  shall not be held on the date
designated herein for the annual meeting, the Board of Directors shall cause the
election to be held as soon  thereafter as  conveniently  possible.  At any such
meeting the  shareholders  may elect the Directors and transact  other  business
with the same force and effect as if an annual meeting was duly called and held.
Failure  to hold the  annual  meeting  at the  designated  time shall not work a
forfeiture or dissolution of the corporation.  Any Director elected at an annual
meeting  shall  continue to serve until his or her successor has been elected by
the procedure  aforementioned,  subject,  however,  to the  provisions of Error!
Reference  source not found.  and Error!  Reference  source not found.  of these
Bylaws.

Special  Meetings.  Special  meetings  of  shareholders  may  be  called  by the
President,  the Board of  Directors,  or the holders of not less than  one-tenth
(1/10th)  of all shares  entitled  to vote on the  subject  matter for which the
meeting is called.

Notice of Meetings.  Written  notice stating the place,  day and hour of the
meeting of  shareholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten nor more than sixty (60) days  before
the date of the  meeting,  either personally or by mail, by or at the direction
of the  President,  Secretary,  or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting; except
that if the Articles of Incorporation of the  corporation  are to be amended to
increase  the  number of  authorized shares, at least thirty days' notice shall
be given.

No notice of a meeting  need be given to any  shareholder  who shall in  writing
waive such  notice,  whether  before,  at, or after the stated  time of any such
meeting;  and the attendance of a shareholder or such  shareholder's  signing of
the  minutes of any  meeting  shall be deemed a waiver of,  and  equivalent  to,
formal notice of such meeting.

Any written notice  required to be given by law, the Articles of  Incorporation,
or these Bylaws,  if mailed,  shall be deemed given when deposited in the United
States mail, with postage  prepaid,  addressed to the shareholder at the address
appearing on the stock  transfer  books of the  corporation.  However,  if three
successive letters mailed to the last-known address of any shareholder of record
are returned as  undeliverable,  no further notices to such shareholder shall be
required,  until  another  address  for such  shareholder  is made  known to the
corporation.  Failure to deliver  notice of a meeting or obtain a waiver thereof
shall  not  cause  the  meeting  to be lost,  but it shall be  adjourned  by the
shareholders  present  for a period  not to exceed  sixty  (60)  days  until any
deficiency in notice or waiver shall be supplied.

Record Date for Determination of Shareholders.
In order to make a determination of shareholders (1) entitled to notice of or to
vote at any  shareholders'  meeting  or at any  adjournment  of a  shareholders'
meeting, (2) entitled to demand a special shareholders' meeting, (3) entitled to
take any other action,  (4) entitled to receive payment of a share dividend or a
distribution,  or (5) for any other  purpose,  the board of directors  may fix a
future  date as the record  date for such  determination  of  shareholders.  The
record  date may be fixed  not more than  seventy  days  before  the date of the
proposed action.

Unless  otherwise  specified when the record date is fixed,  the time of day for
determination of shareholders shall be as of the Corporation's close of business
on the record date.

A determination  of shareholders  entitled to be given notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
board of  directors  fixes a new record  date,  which the board  shall do if the
meeting is adjourned to a date more than one hundred  twenty days after the date
fixed for the original meeting.

If  no  record  date  is  otherwise  fixed,  the  record  date  for  determining
shareholders  entitled to be given notice of and to vote at an annual or special
shareholders'   meeting  is  the  day  before  the  first  notice  is  given  to
shareholders.

The record date for  determining  shareholders  entitled to take action without
a meeting pursuant to Error!  Reference source not found. and Error!  Reference
source  not  found.  is the date a writing  upon  which the  action is taken is
first received by the Corporation.

Voting  List.  After a record  date is fixed for a  shareholders'  meeting,  the
secretary  shall  prepare  a list of the names of all its  shareholders  who are
entitled to be given notice of the meeting. The list shall be arranged by voting
groups  and within  each  voting  group by class or series of  shares,  shall be
alphabetical within each class or series, and shall show the address of, and the
number  of  shares  of each  such  class  and  series  that are  held  by,  each
shareholder.

The  shareholders'  list shall be available for  inspection by any  shareholder,
beginning  the  earlier of ten days  before the  meeting  for which the list was
prepared  to two  business  days  after  notice  of the  meeting  is  given  and
continuing   through  the  meeting,   and  any  adjournment   thereof,   at  the
Corporation's  principal  office or at a place  identified  in the notice of the
meeting in the city where the meeting will be held.

The secretary shall make the  shareholders'  list available at the meeting,  and
any shareholder or agent or attorney of a shareholder is entitled to inspect the
list at any time during the meeting or adjournment.

Quorum.  A quorum,  for purposes of a shareholders'  meeting,  will consist of a
majority of the shares  entitled to vote at such meeting,  represented in person
or by proxy,  unless otherwise  provided by law or the Articles of Incorporation
or by order of a court.  If a quorum is not  represented  at any  meeting of the
shareholders,  such  meeting  may be  adjourned  for a period  not to exceed one
hundred twenty (120) days at any one adjournment.

Voting Requirements.  If a quorum is present, the affirmative vote of a majority
of the shares outstanding which are entitled to vote on the subject matter shall
be the act of the  shareholders,  unless  the vote of a  greater  proportion  or
number or voting by classes is otherwise  required by statute or by the Articles
of Incorporation or these Bylaws.

Voting Rights. Unless otherwise provided by the Articles of Incorporation,  each
outstanding  share  entitled  to vote  shall be  entitled  to one vote upon each
matter  submitted to a vote at a meeting of  shareholders,  and each  fractional
share shall be entitled to a corresponding  fractional vote on each such matter.
Registered  shareholders only shall be entitled to be treated by the corporation
as holders in fact of the stock  outstanding in their respective  names; and the
corporation  shall not be bound to recognize  any equitable or other claim to or
interest  in any share on the part of any  other  person,  firm or  corporation,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
expressly provided by the laws of the State of Colorado.

Proxies. Unless otherwise provided by resolution,  a shareholder may vote either
in  person  or by proxy  executed  in  writing  by the  shareholder,  or by such
shareholder's  duly  authorized  attorney in fact. No proxy shall be valid after
eleven (11) months from the date of its execution,  unless otherwise provided in
the proxy.

Action by Shareholders Without a Meeting. Any action required or permitted to be
taken at a meeting  of the  shareholders  may be taken  without  a meeting  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

Meetings By  Telecommunications.  Any or all of the shareholders may participate
in an  annual  or  special  shareholders'  meeting  by,  or the  meeting  may be
conducted  through the use of, any means of  communication  by which all persons
participating  in the  meeting  may  hear  each  other  during  the  meeting.  A
shareholder  participating in a meeting by this means is deemed to be present in
person at the meeting.

                               Board of Directors

Powers.  The property and  business of the  corporation  shall be managed by the
Board of Directors, who need not be shareholders of the corporation or residents
of this state.  The Board of  Directors  may exercise all such powers and do all
such lawful acts and things as are not prohibited by statute, or by the Articles
of Incorporation, or these Bylaws. The Directors may receive such fees as may be
determined by appropriate resolution of the Board of Directors.

Number,  Election,  Tenure and Qualification.  The number of directors who shall
constitute  the whole  Board of  Directors  shall be fixed  from time to time by
resolution  of the Board of  Directors  and in  accordance  with the Articles of
Incorporation.  The number of  Directors  may be  decreased at any time and from
time to time by a vote of a majority  of the  Directors  then in office,  but no
decrease shall have the effect of shortening the term of any incumbent Director.
Each director  shall be elected at the annual  meeting of the  shareholders,  or
some adjournment thereof, and shall hold office until the next annual meeting of
shareholders  and until the  director's  successor  is  elected  and  qualified.
Directors need not be residents of the State of Colorado or  shareholders of the
corporation.

Vacancies.  Any vacancy occurring on the Board of Directors (including a vacancy
resulting  from an  enlargement  of the Board) may be filled by the  affirmative
vote of the  majority of the  remaining  Directors,  even though such  remaining
directors  constitute  less than a quorum of the Board of Directors.  A Director
elected to fill a vacancy shall be elected for the unexpired  term of his or her
predecessor in office,  and a Director elected to fill a position resulting from
an increase in the number of  Directors  shall hold office until the next annual
meeting of shareholders and until his or her successor is elected and qualified,
or until his or her earlier death, resignation or removal.

Resignation.  Any director of the  corporation  may resign at any time by giving
written  notice  to the  president  or the  secretary  of the  corporation.  The
resignation  of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice;  and, unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

Removal.  The  shareholders  may, at a meeting called for the express purpose of
removing  Directors,  by a majority  vote of the shares  entitled  to vote at an
election  of  Directors,  remove the  entire  Board of  Directors  or any lesser
number,  with or without cause.  If less than the entire Board is to be removed,
and if cumulative voting is permitted by the Articles of  Incorporation,  no one
of the  Directors  may be  removed  if the votes cast  against  such  Director's
removal would be sufficient to elect such Director if then cumulatively voted at
an election of the entire Board of Directors.

Annual  Meeting.  The  annual  meeting of the Board of  Directors  shall be held
following the annual meeting of  shareholders in each year. Such meetings may be
held within or without the State of Colorado  and may be held  without  previous
notice if a Director entitled to notice attends the meeting or upon execution of
waiver of notice,  in the  minutes or  otherwise,  by  Directors  so waiving the
notice.

Regular Meetings.  The Board of Directors may provide,  by resolution,  the time
and place,  either  within or without the State of Colorado,  for the holding of
additional regular meetings without other notice than such resolution.

Special  Meetings.  Special  meetings of the Board of Directors may be called at
any time by the  President,  by any Director,  or by the Secretary  upon one (1)
day's oral or written  notice.  Such  meetings may be held within or without the
State of Colorado and may be held without previous notice if a Director entitled
to notice  attends the  meeting or upon  execution  of waiver of notice,  in the
minutes or  otherwise,  by  Directors  so waiving the notice,  unless 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.

Quorum. A majority of the Board shall  constitute a quorum of the Board.  Except
as otherwise required by the Articles of Incorporation,  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
law, the Articles of Incorporation, or these Bylaws.

Action of Directors by Written  Consent.  Any action required or permitted to be
taken by the Board of  Directors  or by a committee  thereof at a meeting may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
taken,  shall be signed by all of the directors or all of the committee  members
entitled to vote with respect to the subject matter thereof.

Action by Electronic Means. Members of the Board of Directors may participate in
any  meeting  of the Board of  Directors  by means of  conference  telephone  or
similar  communications  equipment  by which all  persons  participating  in the
meeting can hear each other at the same time.  Notice of any such  meeting to be
conducted  by  conference  telephone  or similar  equipment  shall be given to a
Director in person or by telephone at least one (1) hour prior to the time fixed
for the meeting.  Such participation in the meeting shall constitute presence in
person at the meeting.

Committees.  The Board of Directors  may  designate  from among its members,  by
resolution  adopted by a majority of the Directors,  an executive  committee and
one or more other  committees  each of which  shall have and may  exercise  such
authority  in the  management  of the  corporation  as shall be provided in such
resolution  or in these  Bylaws,  subject to the  limitations  prescribed by the
Colorado Business Corporation Act.

                                    Officers

Officers.  The officers of the  corporation  shall consist of a President,  Vice
President,  Secretary,  and  Treasurer,  each of whom shall be  appointed by the
Board of Directors. The Board of Directors or the President,  acting singly, may
appoint such other officers and assistant officers as are deemed necessary.  Any
two (2) or more  offices may be held by the same  persons.  All  officers of the
corporation shall be natural persons of the age of 18 years or more.

Term of Office.  The officers  shall hold office until their  successors  are
appointed.

Removal.  Any  officer  or agent  may be  removed  at any  time by the  Board of
Directors,  but such removal shall be without  prejudice to the contract rights,
if any, of the person so removed.  Appointment of an officer or agent shall not,
of itself, create contract rights.

Vacancies. Whenever any vacancy shall occur in any office by death, resignation,
increase in number of officers of the  corporation or otherwise,  the same shall
be filled by the Board of  Directors  and the  officer so  appointed  shall hold
office until his or her successor is chosen.

President. The President shall be the chief executive officer of the corporation
and  shall,  subject  to the  control of the Board of  Directors,  have  general
supervision,  direction,  and  control  of  the  business  and  officers  of the
corporation. Unless some other person is specifically authorized by the Board of
Directors,  the President shall preside at all meetings of the  shareholders and
of the Board of Directors.  The President  shall perform all the duties commonly
incident  to the  office  of  President  and such  other  duties as the Board of
Directors shall designate,  including,  but not limited to serving on committees
of the Board of Directors.

Vice  President.  In the  absence  or  disability  of the  President,  the  Vice
President  or Vice  Presidents,  in order of their rank as fixed by the Board of
Directors, and if not ranked, the Vice Presidents in the order designated by the
Board of Directors,  shall perform all the duties of the President,  and when so
acting shall have all the powers of, and be subject to all the  restrictions  of
the President. Each Vice President shall have such other powers and perform such
other duties as may from time to time be assigned to such Vice  President by the
President.

Secretary.  The  Secretary  shall keep  accurate  minutes of all meetings of the
shareholders  and the Board of Directors.  The Secretary shall keep, or cause to
be  kept,  a  register  of the  shareholders  of the  corporation  and  shall be
responsible  for the giving of notice of meetings of the  shareholders or of the
Board of Directors.  The Secretary  shall be custodian of the records and of the
seal of the  corporation  and  shall  attest  the  affixing  of the  seal of the
corporation when so authorized.  The Secretary shall perform all duties commonly
incident to the office of  Secretary  and such other  duties as may from time to
time be assigned to him or her by the President.

Assistant  Secretary.  An  Assistant  Secretary  may,  at the  request of the
Secretary,  or in the absence or  disability of the  Secretary,  perform all of
the  duties  as may be  assigned  to  him  or  her by the  President  or by the
Secretary.

Treasurer. The Treasurer,  subject to the order of the Board of Directors, shall
have the care and custody of the money, funds,  valuable papers and documents of
the  corporation.  The Treasurer  shall keep  accurate  books of accounts of the
corporation's transactions,  which shall be the property of the corporation, and
shall render  financial  reports and statements of condition of the  corporation
when so  requested by the Board of Directors  or the  President.  The  Treasurer
shall perform all duties  commonly  incident to the office of Treasurer and such
other  duties  as  may  from  time  to  time  be  assigned  to him or her by the
President.

Assistant  Treasurer.  An  Assistant  Treasurer  may,  at the  request of the
Treasurer,  or in the absence or  disability of the  Treasurer,  perform all of
the  duties  as may be  assigned  to  him  or  her by the  President  or by the
Treasurer.

Compensation.  The salaries of the officers  shall be fixed from time to time by
the Board of Directors 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.

                    Indemnification of Directors, Officers,
                              Employees and Agents

      The  corporation  shall indemnify its directors,  officers,  employees and
agents against liabilities and expenses arising out of legal proceedings brought
against  them by  reason of their  status or  service  as a  director,  officer,
employee,  or agent to the fullest extent  permitted under the provisions of the
Colorado Business Corporation Act, as it may be amended from time to time.

                        Shares, Certificates for Shares,
                             and Transfer of Shares

Certificate of Shares. Each certificate for shares of the corporation's  capital
stock shall be numbered,  bear the signature of the President or Vice President,
and Secretary or Assistant Secretary,  and be issued in numerical order from the
stock  certificate  book.  The signatures of the President or Vice President and
the Secretary or Assistant Secretary upon a certificate may be facsimiles if the
certificate is  countersigned by a transfer agent, or registered by a registrar,
other than the  corporation  itself or an  employee of the  corporation.  If any
officer who has signed a certificate shall have ceased to be such officer before
such  certificate is issued,  the  certificate  may be issued by the corporation
with the same effect as if such person were such officer at the date of issue.

Transfer of Stock.  Transfer of stock shall be made upon the proper  stock books
of the  corporation  and  shall  be  accompanied  by the  surrender  of the duly
endorsed  certificate  or  certificates   representing  the  transferred  stock.
Surrendered  certificates  shall be cancelled and attached to the  corresponding
stubs in the stock certificate book, and new certificates  issued to the persons
entitled thereto.

Regulations of Transfers.  The Board of Directors shall have power and authority
to make all such further  rules and  regulations  as they may deem  expedient to
govern  the  issue,   transfer,  and  registration  of  stock  certificates  not
inconsistent with the laws of the State of Colorado.

Lost  Certificates.  The  Board of  Directors  may  order a new  certificate  or
certificates  of stock to be in place of any  certificate or certificates of the
corporation  alleged to have been lost or destroyed,  by appropriate  resolution
directing the issuance of said replacement  shares,  upon satisfactory  proof of
such loss or destruction, and, at the discretion of the Board of Directors, upon
giving to the corporation a satisfactory  bond of indemnity issued by one (1) or
more  responsible  sureties  on such  terms and in such  amounts as the Board of
Directors  may  determine;  but the Board of Directors  may, in its  discretion,
refuse  to  issue  certificates  save  upon  the  order  of  some  court  having
jurisdiction in such matter.

                                 Corporate Seal

      The corporate seal shall consist of a circle containing the corporate name
around the upper border and at the bottom the word  "Colorado" and in the center
of the circle the word "Seal."

                                   Fiscal Year

      The fiscal year of the corporation shall be as established by the Board of
Directors.

                               Amendment of Bylaws

      These Bylaws may be altered,  amended,  or repealed at any regular meeting
of the Board of  Directors  or at a special  meeting  of the Board of  Directors
called for that purpose.  Nothing herein contained shall be construed to prevent
the amendment of these Bylaws by a majority vote of the shareholders  present at
any  regular  or  special  meeting  of  shareholders  properly  called and held;
provided,  however,  that previous notice of such proposed  amendment shall have
been given in the call for such special meeting.

      CERTIFICATE

             The foregoing Bylaws were adopted as the initial Bylaws of
    Health-Outfitters.com, Inc., by the consent of the directors, effective
                               November 16, 1999.

                               S/ Taryn G. Reynolds
                               --------------------
                               Taryn G. Reynolds, Corporate Secretary


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